Palo Alto Networks insider withholding: 1,964 RSU shares net-settled at $208.19

Rhea-AI Filing Summary

Palo Alto Networks Inc. (PANW) Form 4 shows that Josh D. Paul, Chief Accounting Officer, had 1,964 shares withheld on 09/20/2025 at a price of $208.19 per share. The filing clarifies this was not an open-market sale but shares withheld by the issuer to satisfy income tax and withholding obligations tied to the vesting and net settlement of previously reported restricted stock units. After the withholding, Mr. Paul beneficially owns 33,174 shares. The form was signed by an attorney-in-fact on 09/23/2025.

Positive

• Transaction was a withholding for taxes, not an open-market sale, indicating no insider cash liquidation reported.
• Clear disclosure of number of shares withheld (1,964), price ($208.19), and resulting beneficial ownership (33,174) provides transparency.

Negative

• Beneficial ownership decreased by 1,964 shares due to withholding, reducing reported holdings to 33,174 shares.
• Limited detail on prior RSU grant is provided; the form references previously reported restricted stock units but does not restate grant date or original quantity.

Insights

Financial Analyst

TL;DR: Officer withheld 1,964 shares to cover taxes on vested RSUs; not an open-market disposition.

This Form 4 documents a routine withholding to settle tax obligations from RSU vesting rather than a sale for liquidity. The quantity withheld (1,964 shares) and the per-share value ($208.19) reduce the officer's beneficial stake to 33,174 shares. For investors, this is an administrative equity adjustment with no direct cash-market impact or signal of diversification.

Corporate Governance Expert

TL;DR: Transaction is standard payroll tax withholding on net-settled RSUs; governance procedures appear followed.

The filing explicitly states the withholding was performed by the issuer to satisfy income tax and remittance obligations related to vested restricted stock units. The presence of a Rule 10b5-1 indicator box checked on the form and the attorney-in-fact signature dated 09/23/2025 indicate procedural compliance. This is a common administrative action and does not reflect a discretionary insider sale.

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).

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^*

Paul Josh D.

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2025

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	09/20/2025		F(1)		1,964	D	$208.19	33,174	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 previously reported restricted stock units.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Josh D. Paul	09/23/2025
	** 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 the PANW Form 4 filed for Josh D. Paul report?

The filing reports 1,964 shares withheld on 09/20/2025 at $208.19 per share to satisfy tax withholding related to vested RSUs; beneficial ownership is 33,174 shares.

Was the transaction an open-market sale of PANW shares by Josh D. Paul?

No. The filing specifically states the shares were withheld by the issuer to satisfy income tax and withholding obligations from vesting and net settlement of RSUs, not sold on the market.

What position does the reporting person hold at PANW?

The reporting person, Josh D. Paul, is listed as Chief Accounting Officer and the Form 4 was filed individually.

When was the Form 4 transaction executed and signed?

The transaction date is 09/20/2025 and the form bears a signature by an attorney-in-fact dated 09/23/2025.

How much value did the withheld shares represent at the reported price?

At the reported price of $208.19 per share, the 1,964 withheld shares correspond to approximately $408,000 (1,964 × $208.19).