Palo Alto Networks CEO acquires 1.06M phantom shares

The award followed certification of performance conditions, and Arora elected to defer the shares under Palo Alto Networks' Deferred Compensation Plan.

Available on EDGAR 11/03/2026 - 09:25 PM EST Accepted by SEC EDGAR 11/03/2026 - 09:25 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Palo Alto Networks Inc CEO Nikesh Arora acquired 1,056,783 shares of Phantom Stock on November 1, 2026, after performance conditions for an award of performance-based restricted stock units originally granted August 21, 2023, were certified. Arora elected to defer the shares under the company's Deferred Compensation Plan. His reported direct Phantom Stock position after the award was 3,150,152 shares.

Insider Trade Summary

Grant/Award: 1,056,783 shares

Grant/Award 1 txn

Insider Arora Nikesh

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F1, F2	1,056,783	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 3,150,152 contracts (Direct)

Footnotes (2)

1. F1. Represents an award of performance-based restricted stock units granted to the Reporting Person on August 21, 2023 ("PSUs"). Effective on November 1, 2026, the Issuer's Compensation and People Committee certified the achievement of the performance conditions for the PSUs. Pursuant to Palo Alto Networks, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan"), the Reporting Person elected to defer these shares.
2. F2. 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.

Key Figures

Phantom Stock acquired: 1,056,783 shares Direct Phantom Stock after transaction: 3,150,152 shares Common stock right per Phantom Stock share: 1 share +1 more

4 metrics

Phantom Stock acquired 1,056,783 shares November 1, 2026

Direct Phantom Stock after transaction 3,150,152 shares Reported after the November 1, 2026 transaction

Common stock right per Phantom Stock share 1 share Each Phantom Stock share represents a right to receive one common share

Original performance-based restricted stock unit award August 21, 2023 Award grant date

Key Terms

Phantom Stock, performance-based restricted stock units, Deferred Compensation Plan

3 terms

Phantom Stock financial

"each share of Phantom Stock represents the Reporting Person's right"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

performance-based restricted stock units financial

"award of performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

Deferred Compensation Plan financial

"Palo Alto Networks, Inc. Deferred Compensation Plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

FAQ

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

How many PANW Phantom Stock shares did CEO Nikesh Arora acquire?

Nikesh Arora, Palo Alto Networks Inc's CEO, acquired 1,056,783 shares of Phantom Stock on November 1, 2026. His reported direct Phantom Stock position after the transaction was 3,150,152 shares.

What does PANW Phantom Stock represent?

Each share of Phantom Stock represents Arora's right to receive one share of Palo Alto Networks Inc common stock. The performance conditions for the related restricted stock units were certified effective November 1, 2026.

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^*

Arora Nikesh

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2026

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

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
Phantom Stock	(1)(2)	11/01/2026		A		1,056,783		(1)(2)	(1)(2)	Common Stock	1,056,783	$0	3,150,152	D

Explanation of Responses:

1. Represents an award of performance-based restricted stock units granted to the Reporting Person on August 21, 2023 ("PSUs"). Effective on November 1, 2026, the Issuer's Compensation and People Committee certified the achievement of the performance conditions for the PSUs. Pursuant to Palo Alto Networks, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan"), the Reporting Person elected to defer these shares.

2. 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.

	/s/ Elizabeth Villalobos, Attorney-in-fact	11/03/2026
	** 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)