Palo Alto Networks CFO defers 140,410 shares into phantom stock

Q: What did PANW’s CFO report on the Form 4 dated November 1, 2025?

The officer reported vesting of 280,820 PSUs at $0 , deferral of 140,410 shares into phantom stock, and tax withholding of 73,926 shares at $220.24 .

Q: How many PANW shares vested for the CFO and at what price?

280,820 common shares vested at $0 upon certification of performance-based RSUs.

Q: How many shares were withheld for taxes and at what price?

The issuer withheld 73,926 shares at a price of $220.24 to satisfy tax obligations.

Q: How many shares were deferred into phantom stock?

The officer deferred 140,410 shares into phantom stock under the Deferred Compensation Plan.

Q: How many PANW shares does the CFO beneficially own after these transactions?

Direct beneficial ownership is 162,619 common shares after the reported transactions.

Q: What is the conversion of phantom stock units?

Each phantom stock unit represents the right to receive one share of PANW common stock.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Palo Alto Networks (PANW) reported an insider equity update for its EVP and CFO. On November 1, 2025, 280,820 shares of common stock were acquired at $0 upon vesting of previously granted performance-based RSUs. Of these, 140,410 shares were deferred into phantom stock under the company’s Deferred Compensation Plan, and 73,926 shares were withheld at $220.24 to cover taxes. Following these transactions, the officer beneficially owned 162,619 shares of common stock directly.

Each phantom stock unit equals one share of common stock, with releases expected in installments beginning on or about January 31, 2030 and ending on or about January 31, 2034.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Golechha Dipak

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	140,410	$0.00	--
Grant/Award	Common Stock	280,820	$0.00	--
Disposition	Common Stock	140,410	$0.00	--
Tax Withholding	Common Stock	73,926	$220.24	$16.28M

Holdings After Transaction: Phantom Stock — 140,410 shares (Direct); Common Stock — 376,955 shares (Direct)

Footnotes (1)

The number of shares acquired represents the number of shares that vested, effective on November 1, 2025, under certain performance-based restricted stock units granted to the Reporting Person on August 23, 2022 ("PSUs"). The Issuer's Compensation and People Committee certified the achievement of the performance conditions under the PSUs effective as of November 1, 2025. In connection with the vesting of of the PSUs described in Footnote 1, the Reporting Person elected to defer these shares pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan"). 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 PSUs. Pursuant to the Deferred Compensation Plan, each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer. Releases of the common stock shares are expected to be in installments beginning on or about January 31, 2030 and ending on or about January 31, 2034.

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Form 4 Insider Transactions: What Each Field Means →

11/04/2025 - 06:09 PM

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^*

Golechha Dipak

(Last)

(First)

(Middle)

C/O PALO ALTO NETWORKS INC.

3000 TANNERY WAY

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

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)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/01/2025		A		280,820⁽¹⁾	A	$0	376,955	D
Common Stock	11/01/2025		D⁽²⁾		140,410	D	$0	236,545	D
Common Stock	11/01/2025		F⁽³⁾		73,926	D	$220.24	162,619	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽²⁾⁽⁴⁾	11/01/2025		A		140,410		⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Common Stock	140,410	$0	140,410	D

Explanation of Responses:

1. The number of shares acquired represents the number of shares that vested, effective on November 1, 2025, under certain performance-based restricted stock units granted to the Reporting Person on August 23, 2022 ("PSUs"). The Issuer's Compensation and People Committee certified the achievement of the performance conditions under the PSUs effective as of November 1, 2025.

2. In connection with the vesting of of the PSUs described in Footnote 1, the Reporting Person elected to defer these shares pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan").

3. 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 PSUs.

4. Pursuant to the Deferred Compensation Plan, each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer. Releases of the common stock shares are expected to be in installments beginning on or about January 31, 2030 and ending on or about January 31, 2034.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Dipak Goleccha	11/04/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did PANW’s CFO report on the Form 4 dated November 1, 2025?

The officer reported vesting of 280,820 PSUs at $0, deferral of 140,410 shares into phantom stock, and tax withholding of 73,926 shares at $220.24.

How many PANW shares vested for the CFO and at what price?

280,820 common shares vested at $0 upon certification of performance-based RSUs.

How many shares were withheld for taxes and at what price?

The issuer withheld 73,926 shares at a price of $220.24 to satisfy tax obligations.

How many shares were deferred into phantom stock?

The officer deferred 140,410 shares into phantom stock under the Deferred Compensation Plan.

When will the phantom stock be released?

Releases are expected in installments beginning on or about January 31, 2030 and ending on or about January 31, 2034.

How many PANW shares does the CFO beneficially own after these transactions?

Direct beneficial ownership is 162,619 common shares after the reported transactions.

What is the conversion of phantom stock units?

Each phantom stock unit represents the right to receive one share of PANW common stock.