Palo Alto Networks Insider Filing: Klarich Reports 50,000-Share Disposal

Rhea-AI Filing Summary

Lee Klarich, a director and the EVP Chief Product & Technology Officer of Palo Alto Networks Inc (PANW), filed a Form 4 reporting insider transactions dated 09/18/2025. The filing shows a transaction coded G disposing of 50,000 shares of Common Stock at a reported price of $0, with 690,000 shares listed as beneficially owned indirectly following the transaction. A separate line in the filing lists 177,954 shares with direct ownership indicated. The filer notes in a footnote that the shares are held by the Klarich 2005 Trust, for which the reporting person and his spouse serve as trustees. The form was signed by an attorney-in-fact on 09/19/2025.

Positive

• Timely disclosure of insider transaction fulfilling Section 16 reporting requirements
• Substantial indirect ownership remains (690,000 shares) via the Klarich 2005 Trust
• Clear ownership note explaining shares are held by the Klarich 2005 Trust with the reporting person and spouse as trustees

Negative

• Disposition of 50,000 shares reported, which reduces the reporting person's holdings
• Price reported as $0 for the disposition line without explanation in the filing

Insights

Corporate Governance Expert

TL;DR: Routine insider disclosure; trustee-held shares mean indirect ownership remains substantial.

The Form 4 documents a disposal of 50,000 shares by a senior executive who also serves as a director. The filing explicitly records significant indirect ownership of 690,000 shares via the Klarich 2005 Trust, which the reporting person and spouse administer as trustees. The presence of both direct and indirect ownership lines (177,954 direct; 690,000 indirect) highlights mixed ownership channels common among executives who use trusts. The filing was executed by an attorney-in-fact, which is standard practice for administrative filings.

Securities Analyst

TL;DR: Transaction disclosed but not accompanied by price proceeds or explanatory detail; impact appears routine.

The entry shows a transaction code G disposing of 50,000 shares with a reported price of $0, which the form presents as-is without further explanation. The filing confirms continued material indirect holdings of 690,000 shares. As this is a single reported disposition with no accompanying explanatory text about method or purpose, the disclosure fulfills Section 16 reporting requirements but does not provide information to quantify financial impact or intent.

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
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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^*

Klarich Lee

(Last) (First) (Middle)

C/O PALO ALTO NETWORKS INC.

3000 TANNERY WAY

(Street)

SANTA CLARA CA 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Chief Product & Tech Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2025		G		50,000	D	$0	690,000	I	See footnote(1)
Common Stock								177,954	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. Shares are held by the Klarich 2005 Trust, for which the Reporting Person and his spouse serve as trustees.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Lee Klarich	09/19/2025
	** 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.

FAQ

What insider transaction did Lee Klarich (PANW) report on 09/18/2025?

The Form 4 reports a transaction coded G disposing of 50,000 shares of Palo Alto Networks common stock on 09/18/2025.

How many PANW shares does Lee Klarich beneficially own after the reported transaction?

The filing lists 690,000 shares as beneficially owned indirectly following the reported transaction and also shows 177,954 with direct ownership indicated.

What is the relationship of the reporting person to Palo Alto Networks?

The filing identifies Lee Klarich as a Director and as EVP Chief Product & Tech Officer.

Who holds the shares reported in the Form 4 for Lee Klarich?

A footnote states the shares are held by the Klarich 2005 Trust, for which the reporting person and his spouse serve as trustees.

When was the Form 4 signed and by whom?

The signature block shows the form was signed by Elizabeth Villalobos, Attorney-in-Fact on 09/19/2025.