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[Form 4] Palo Alto Networks, Inc. Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4
Insider Klarich Lee
Role EVP, Chief Product Officer
Sold 120,774 shs ($24.26M)
Type Security Shares Price Value
Exercise Stock Option (right to buy) 92,010 $0.00 --
Exercise Common Stock 92,010 $32.25 $2.97M
Sale Common Stock 54,495 $200.33 $10.92M
Sale Common Stock 61,384 $201.244 $12.35M
Sale Common Stock 4,895 $201.845 $988K
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (right to buy) — 552,060 shares (Direct); Common Stock — 356,256 shares (Direct); Common Stock — 740,000 shares (Indirect, See footnote)
Footnotes (1)
  1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 27, 2024. This sale price represents the weighted average sale price of the shares sold ranging from $199.72 to $200.715 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. This sale price represents the weighted average sale price of the shares sold ranging from $200.72 to $201.71 per share. Upon request by the Commission staff, the Issuer, or a security holder of the 1Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. This sale price represents the weighted average sale price of the shares sold ranging from $201.72 to $202.015 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. Shares are held by the Klarich 2005 Trust, for which the Reporting Person and his spouse serve as trustees. The shares subject to the option are fully vested and exercisable.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Product Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025
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 07/07/2025 M 92,010 A $32.25 356,256 D
Common Stock 07/07/2025 S(1) 54,495 D $200.33(2) 301,761 D
Common Stock 07/07/2025 S(1) 61,384 D $201.244(3) 240,377 D
Common Stock 07/07/2025 S(1) 4,895 D $201.845(4) 235,482 D
Common Stock 740,000 I See footnote(5)
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
Stock Option (right to buy) $32.25 07/07/2025 M 92,010 (6) 10/19/2025 Common Stock 92,010 $0 552,060 D
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 27, 2024.
2. This sale price represents the weighted average sale price of the shares sold ranging from $199.72 to $200.715 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
3. This sale price represents the weighted average sale price of the shares sold ranging from $200.72 to $201.71 per share. Upon request by the Commission staff, the Issuer, or a security holder of the 1Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
4. This sale price represents the weighted average sale price of the shares sold ranging from $201.72 to $202.015 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
5. Shares are held by the Klarich 2005 Trust, for which the Reporting Person and his spouse serve as trustees.
6. The shares subject to the option are fully vested and exercisable.
/s/ Elizabeth Villalobos, Attorney-in-Fact for Lee Klarich 07/09/2025
** 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