PANW CAO sells 1,100 shares under 10b5-1 plan

Palo Alto Networks Inc Chief Accounting Officer Josh D. Paul reported two share-related transactions in company common stock.

Accepted by SEC EDGAR 04/03/2026 - 04:30 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Palo Alto Networks Inc Chief Accounting Officer Josh D. Paul reported two share-related transactions in company common stock. On April 1, 2026, 947 shares were withheld by the company at $160.32 per share to cover income tax obligations on vesting restricted stock units, which is not a market sale.

On the same date, he sold 1,100 shares in an open-market transaction at $161.40 per share under a pre-arranged Rule 10b5-1 trading plan adopted on September 17, 2025. After these transactions, he directly holds 83,136 shares of Palo Alto Networks common stock.

Insider Trade Summary

Net Seller: 1,100 shares

Net Sell 2 txns

Insider Paul Josh D.

Role Chief Accounting Officer

Sold 1,100 shs ($178K)

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	947	$160.32	$152K
Sale	Common Stock	1,100	$161.40	$178K

Holdings After Transaction: Common Stock — 83,136 shares (Direct)

Footnotes (2)

1. F1. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock units.
2. F2. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2025.

Key Figures

Tax-withheld shares: 947 shares at $160.32 Open-market sale: 1,100 shares at $161.40 Shares after tax withholding: 84,236 shares +2 more

5 metrics

Tax-withheld shares 947 shares at $160.32 Shares withheld for income tax on RSU vesting on April 1, 2026

Open-market sale 1,100 shares at $161.40 Sale of common stock on April 1, 2026 under Rule 10b5-1 plan

Shares after tax withholding 84,236 shares Direct holdings following the tax-withholding transaction

Shares after sale 83,136 shares Direct holdings following the open-market sale

Transaction date April 1, 2026 Date for both tax-withholding and sale transactions

Key Terms

restricted stock units, net settlement, Rule 10b5-1 trading plan, open-market sale, +1 more

5 terms

restricted stock units financial

"in connection with the vesting and net settlement of previously reported restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

net settlement financial

"in connection with the vesting and net settlement of previously reported restricted stock units"

Rule 10b5-1 trading plan regulatory

"The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

withheld by the Issuer financial

"represents shares that have been withheld by the Issuer to satisfy its income tax"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did PANW Chief Accounting Officer Josh D. Paul report?

He reported a tax-related share withholding and a small sale. 947 shares were withheld to cover tax on vesting RSUs, and 1,100 shares were sold in the open market at $161.40 per share on April 1, 2026.

Was the 947-share Form 4 transaction for PANW a sale by Josh D. Paul?

No, the 947-share transaction was not a sale. The company withheld these shares at $160.32 each to satisfy its income tax and withholding obligations tied to vesting restricted stock units previously granted to him.

How many Palo Alto Networks (PANW) shares did Josh D. Paul sell and at what price?

He sold 1,100 shares of Palo Alto Networks common stock. The open-market sale occurred at a price of $161.40 per share, as reported in the Form 4 filing for the April 1, 2026 transaction date.

Were Josh D. Paul’s PANW share sales made under a Rule 10b5-1 trading plan?

Yes, the sale of 1,100 shares was executed under a Rule 10b5-1 trading plan. The footnote states this pre-arranged plan was adopted by Josh D. Paul on September 17, 2025, indicating the trade timing was scheduled in advance.

How many PANW shares does Josh D. Paul hold after these Form 4 transactions?

Following the reported withholding and sale, he directly holds 83,136 shares of Palo Alto Networks common stock. This post-transaction balance is disclosed in the Form 4 and reflects his remaining direct ownership position.

What is the purpose of the tax-withholding transaction reported in PANW’s Form 4?

The tax-withholding transaction covers income tax and remittance obligations from RSU vesting. Instead of paying cash, 947 shares were withheld by Palo Alto Networks upon net settlement of previously reported restricted stock units granted to Josh D. Paul.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Paul Josh D.

(Last) (First) (Middle)

C/O PALO ALTO NETWORKS INC.

3000 TANNERY WAY

(Street)

SANTA CLARA CALIFORNIA 95054

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Palo Alto Networks Inc [ PANW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		F(1)		947	D	$160.32	84,236	D
Common Stock	04/01/2026		S(2)		1,100	D	$161.4	83,136	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock units.

2. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2025.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Josh D. Paul	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)