Palo Alto Networks (PANW) president diversifies 69,499 phantom stock units

Rhea-AI Filing Summary

Palo Alto Networks President William D. Jenkins Jr. reported a discretionary transaction involving 69,499 shares of phantom stock under the company’s Deferred Compensation Plan (DCP). Each phantom share represents the right to receive one share of Palo Alto Networks common stock.

The filing describes this as an election to diversify his holdings within the DCP, which is permitted by the plan and exempt as a discretionary transaction under Rule 16b-3(f), rather than an open-market stock trade. Following the transaction, Jenkins holds 213,568 shares of phantom stock tied to future distributions in Palo Alto Networks common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jenkins William D Jr

Role President

Type	Security	Shares	Price	Value
I	Phantom Stock	69,499	$0.00	--

Holdings After Transaction: Phantom Stock — 213,568 shares (Direct, null)

Footnotes (1)

1. Pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "DCP"), each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer. This disposition reflects the Reporting Person's election to diversify his holdings in the DCP, an election that is permitted under the terms of the DCP and is exempt under Rule 16b-3(f). In general, distributions from the DCP to its participants are to be made in common stock of the Issuer pursuant to the terms of the DCP.

Key Figures

Phantom stock transaction size: 69,499 shares Phantom stock holdings after transaction: 213,568 shares Transaction price per phantom share: $0.0000 per share +1 more

4 metrics

Phantom stock transaction size 69,499 shares Discretionary transaction under Rule 16b-3(f)

Phantom stock holdings after transaction 213,568 shares Total phantom stock following transaction

Transaction price per phantom share $0.0000 per share Internal DCP diversification transaction

Underlying common stock rights 69,499 shares Each phantom share equals one common share right

Key Terms

Phantom Stock, Deferred Compensation Plan, Rule 16b-3(f)

3 terms

Phantom Stock financial

"each share of phantom stock represents the Reporting Person's right to receive one share of common stock"

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.

Deferred Compensation Plan financial

"Pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "DCP")"

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.

Rule 16b-3(f) regulatory

"discretionary transaction under Rule 16b-3(f) and is exempt under Rule 16b-3(f)"

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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).

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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)	06/04/2026		I(2)			69,499	(1)	(1)	Common Stock	69,499	$0	213,568	D

Explanation of Responses:

1. Pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "DCP"), each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer.

2. This disposition reflects the Reporting Person's election to diversify his holdings in the DCP, an election that is permitted under the terms of the DCP and is exempt under Rule 16b-3(f). In general, distributions from the DCP to its participants are to be made in common stock of the Issuer pursuant to the terms of the DCP.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for William D. Jenkins, Jr.	06/08/2026
	** 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)

FAQ

What insider transaction did Palo Alto Networks (PANW) report for William D. Jenkins Jr.?

Palo Alto Networks President William D. Jenkins Jr. reported a discretionary transaction involving 69,499 shares of phantom stock in the company’s Deferred Compensation Plan, reflecting an internal diversification election rather than an open-market stock trade, with holdings remaining tied to Palo Alto Networks common shares.

How many phantom stock shares are involved in the latest PANW Form 4 filing?

The Form 4 shows a discretionary transaction in 69,499 shares of phantom stock. Each phantom share represents the right to receive one share of Palo Alto Networks common stock under the Deferred Compensation Plan, maintaining equity-based exposure for the reporting person.

What is Palo Alto Networks’ Deferred Compensation Plan (DCP) as used in this PANW Form 4?

The Deferred Compensation Plan allows participants to hold phantom stock, where each phantom share equals a right to receive one share of Palo Alto Networks common stock. Distributions from the plan are generally made in common stock according to the plan’s terms.

Did the Palo Alto Networks (PANW) president sell common stock in this Form 4 transaction?

The filing characterizes the event as a discretionary transaction in phantom stock within the Deferred Compensation Plan, reflecting an election to diversify plan holdings. It describes internal plan diversification, not an open-market sale of Palo Alto Networks common stock.

How many phantom stock shares does the PANW president hold after this transaction?

After the reported discretionary transaction, William D. Jenkins Jr. holds 213,568 shares of phantom stock. These phantom shares represent rights to receive an equivalent number of Palo Alto Networks common stock shares in future distributions under the Deferred Compensation Plan.