Palo Alto Networks Insider Defers Vested RSUs; 283,067 Phantom Shares Held

Rhea-AI Filing Summary

Insider transaction summary: William D. Jenkins Jr., an officer of Palo Alto Networks Inc. (PANW), reported transactions dated 08/20/2025 related to restricted stock units that vested and were deferred under the company's Deferred Compensation Plan. He disposed of 3,828 common shares for $0 as part of the deferral election, and 3,828 phantom stock units were recorded representing rights to one share each. Following the filing, he directly owns 7,533 shares of common stock and beneficially owns 283,067 phantom shares that are scheduled to be released on or about January 31, 2027.

Positive

• Deferral of vested RSUs preserves long-term alignment by converting vested units into phantom stock payable in 2027
• Large deferred holding of 283,067 phantom shares indicates continued executive equity exposure

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider vesting and deferral; no cash sale or unusual pricing, neutral for near-term valuation.

The Form 4 discloses the vesting of previously reported restricted stock units that the reporting officer elected to defer into phantom stock under the Deferred Compensation Plan. The disposal reported at price $0 reflects an administrative conversion into deferred/phantom shares rather than a market sale. The deferral extends the economic receipt of shares until approximately January 31, 2027, preserving ownership exposure while delaying liquidity events.

Corporate Governance Expert

TL;DR: Governance action consistent with executive compensation deferral policies; disclosure appears complete.

The filing documents a common governance mechanism where vested RSUs are converted to phantom stock under a deferred compensation plan. The reporting person remains a direct holder of 7,533 common shares and retains significant deferred equity (283,067 phantom shares), indicating continued alignment with shareholder interests. The filing includes required explanations and a signed certificate by an attorney-in-fact.

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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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^*

Jenkins William D Jr

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		D(1)		3,828	D	$0	7,533	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
Phantom Stock	(1)(2)	08/20/2025		A		3,828		(1)(2)	(1)(2)	Common Stock	3,828	$0	283,067	D

Explanation of Responses:

1. In connection with the vesting of previously reported restricted stock units, the Reporting Person elected to defer these shares pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan").

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. The common stock shares will be released on or about January 31, 2027.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for William D. Jenkins, Jr.	08/22/2025
	** 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 did William D. Jenkins Jr. report on Form 4 for PANW?

He reported the vesting of previously granted restricted stock units and elected to defer 3,828 shares into phantom stock under the Deferred Compensation Plan.

How many common shares does William D. Jenkins Jr. directly own after the transaction?

The filing reports 7,533 shares of common stock owned directly following the reported transaction.

What are phantom shares and when will they be released?

Per the filing, each phantom share equals the right to one common share and the deferred common stock is scheduled to be released on or about January 31, 2027.

Was there a market sale reported on the Form 4?

No. The transaction code and $0 price indicate the shares were deferred into the Deferred Compensation Plan rather than sold on the market.

How many phantom shares does Jenkins beneficially own after the filing?

He beneficially owns 283,067 phantom shares following the reported transaction.