Palo Alto Networks director has 211 shares withheld

A Palo Alto Networks director had shares withheld to cover taxes on RSU vesting, not through an open-market sale.

Rhea-AI Filing Summary

Palo Alto Networks Inc (PANW) reported that director Helle Thorning-Schmidt had 211 shares of common stock withheld by the company on September 1, 2026 to satisfy income tax and withholding obligations arising from the vesting and net settlement of Restricted Stock Units. After this tax-withholding disposition, she holds 5,687 shares of common stock directly. This is explicitly described as not a sale of shares by the reporting person.

Insider Trade Summary

Tax Withholding: 211 shares

Tax Withholding 1 txn

Insider Thorning-Schmidt Helle

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	211	$382.13	$81K

Holdings After Transaction: Common Stock — 5,687 shares (Direct)

Footnotes (1)

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 Restricted Stock Units.

Key Figures

Shares withheld for tax: 211 shares Per-share value for withheld shares: $382.13 per share Shares held after transaction: 5,687 shares

3 metrics

Shares withheld for tax 211 shares Common stock withheld on September 1, 2026 for tax obligations on RSU vesting

Per-share value for withheld shares $382.13 per share Reporting value used for the 211 shares withheld for tax

Shares held after transaction 5,687 shares Director’s direct holdings of Palo Alto Networks common stock after the withholding

Key Terms

Restricted Stock Units, net settlement, withheld by the Issuer, income tax and withholding and remittance obligations

4 terms

Restricted Stock Units financial

"in connection with the vesting and net settlement of 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 Restricted Stock Units"

withheld by the Issuer financial

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

income tax and withholding and remittance obligations financial

"to satisfy its income tax and withholding and remittance obligations"

FAQ

What insider transaction did PANW director Helle Thorning-Schmidt report on this Form 4?

She reported that 211 shares of Palo Alto Networks common stock were withheld by the issuer on September 1, 2026 to cover income tax and withholding obligations from the vesting and net settlement of Restricted Stock Units.

Was the reported PANW Form 4 transaction an open-market sale of shares?

No. The footnote states this is not a sale of shares by Helle Thorning-Schmidt. It represents shares withheld by the issuer to satisfy income tax and withholding and remittance obligations related to RSU vesting.

How many PANW shares does Helle Thorning-Schmidt hold after this transaction?

After the tax-withholding disposition, Helle Thorning-Schmidt directly holds 5,687 shares of Palo Alto Networks common stock, as reported in the Form 4.

At what price were the withheld PANW shares valued in this Form 4?

The 211 withheld shares were valued at $382.13 per share for the purpose of reporting this tax-withholding transaction connected to RSU vesting.

Was the PANW Form 4 transaction made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan; instead, it reflects a tax-withholding event tied to RSU vesting rather than a discretionary trading plan.

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

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Available on EDGAR 09/03/2026 - 04:45 PM Accepted by SEC EDGAR 09/03/2026 - 04:30 PM Learn about SEC filing dates

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^*

Thorning-Schmidt Helle

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		F(1)		211	D	$382.13	5,687	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 Restricted Stock Units.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Helle Thorning-Schmidt	09/03/2026
	** 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)