Palo Alto Networks director RSU tax share withholding

Palo Alto Networks director Helle Thorning-Schmidt reported a routine tax-related share disposition.

Accepted by SEC EDGAR 06/02/2026 - 05:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Palo Alto Networks director Helle Thorning-Schmidt reported a routine tax-related share disposition. On June 1, 2026, 211 shares of Common Stock were withheld by the company at $281.69 per share to cover income tax obligations tied to the vesting and net settlement of Restricted Stock Units.

The filing clarifies this was not an open-market sale but a tax-withholding mechanism. After this transaction, Thorning-Schmidt directly holds 6,598 shares of Palo Alto Networks common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 211 shares

Exercise Price or Tax Liability 1 txn

Insider Thorning-Schmidt Helle

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	211	$281.69	$59K

Holdings After Transaction: Common Stock — 6,598 shares (Direct)

Footnotes (1)

1. F1. 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 Restricted Stock Units.

Key Figures

Shares withheld for taxes: 211 shares Withholding price per share: $281.69 per share Shares held after transaction: 6,598 shares

3 metrics

Shares withheld for taxes 211 shares Common Stock withheld on June 1, 2026 for RSU tax obligations

Withholding price per share $281.69 per share Value used for 211 withheld shares of Common Stock

Shares held after transaction 6,598 shares Total direct holdings after June 1, 2026 tax-withholding disposition

Key Terms

Restricted Stock Units, tax-withholding disposition, Common Stock

3 terms

Restricted Stock Units financial

"in connection with the vesting and net settlement of Restricted Stock Units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What insider transaction did Palo Alto Networks (PANW) report for Helle Thorning-Schmidt?

Palo Alto Networks reported a Form 4 for director Helle Thorning-Schmidt showing 211 shares of Common Stock withheld on June 1, 2026 to satisfy income tax obligations related to vesting Restricted Stock Units, rather than an open-market sale of shares.

Was the Palo Alto Networks (PANW) Form 4 a sale of shares by Helle Thorning-Schmidt?

No, the Form 4 specifies the transaction was not a sale. The 211 shares were withheld by Palo Alto Networks to cover income tax and withholding obligations arising from the vesting and net settlement of Restricted Stock Units granted to the director.

How many Palo Alto Networks (PANW) shares were withheld for taxes in this Form 4?

The filing shows 211 shares of Palo Alto Networks Common Stock were withheld at $281.69 per share. These shares were used to satisfy income tax and withholding and remittance obligations connected to the vesting of Restricted Stock Units for the reporting director.

How many Palo Alto Networks (PANW) shares does Helle Thorning-Schmidt hold after this transaction?

After the tax-withholding disposition, Helle Thorning-Schmidt directly holds 6,598 shares of Palo Alto Networks Common Stock. The Form 4 lists this figure as her total direct ownership following the June 1, 2026 Restricted Stock Unit vesting-related transaction.

What does transaction code F mean in the Palo Alto Networks (PANW) Form 4?

Transaction code F in this Form 4 represents payment of an exercise price or tax liability by delivering securities. Here, it reflects 211 shares withheld by Palo Alto Networks to cover income tax obligations upon vesting and net settlement of Restricted Stock Units, not a market trade.

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^*

Thorning-Schmidt Helle

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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
Common Stock	06/01/2026		F(1)		211	D	$281.69	6,598	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 Restricted Stock Units.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Helle Thorning-Schmidt	06/02/2026
	** 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)