Palo Alto Networks insider files Form 4: PSU vesting and sales
Rhea-AI Filing Summary
Palo Alto Networks (PANW) EVP and director Lee Klarich reported multiple Form 4 transactions. On 11/01/2025, 468,038 shares vested from performance-based RSUs at $0, and 232,055 shares were withheld to cover taxes at $220.24 per share. On 11/03/2025, he exercised 92,010 stock options at an exercise price of $32.25 and sold shares in pre-set tranches under a Rule 10b5-1 plan, including 8,371 at $215.883 and 45,515 at $218.004.
Following these transactions, he owned 356,409 shares directly and 690,000 shares indirectly via the Lee and Susan Klarich 2005 Trust. He also reported 184,020 derivative securities beneficially owned after the transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
11 txns
Insider
Klarich Lee
Role
EVP Chief Product & Tech Ofcr
Sold
120,774 shs ($26.32M)
Approx. gross sale proceeds
$26.32M
Approx. exercise cost
$2.97M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (right to buy) | 92,010 | $0.00 | $0.00 |
| Exercise | Common Stock | 92,010 | $32.25 | $2.97M |
| Sale | Common Stock | 8,371 | $215.883 | $1.81M |
| Sale | Common Stock | 20,195 | $216.746 | $4.38M |
| Sale | Common Stock | 45,515 | $218.004 | $9.92M |
| Sale | Common Stock | 43,109 | $218.691 | $9.43M |
| Sale | Common Stock | 3,554 | $219.759 | $781K |
| Sale | Common Stock | 30 | $220.40 | $7K |
| Grant/Award | Common Stock | 468,038 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 232,055 | $220.24 | $51.11M |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 184,020 shares (Direct);
Common Stock — 356,409 shares (Direct);
Common Stock — 690,000 shares (Indirect, See footnote)
Footnotes (10)
- F1. The number of shares acquired represents the number of shares that vested, effective on November 1, 2025, under certain performance-based restricted stock units granted to the Reporting Person on August 23, 2022 ("PSUs"). The Issuer's Compensation and People Committee certified the achievement of the performance conditions under the PSUs effective as of November 1, 2025.
- F2. 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 PSUs.
- F3. 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.
- F4. This sale price represents the weighted average sale price of the shares sold ranging from $215.37 to $216.365 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.
- F5. This sale price represents the weighted average sale price of the shares sold ranging from $216.37 to $217.345 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.
- F6. This sale price represents the weighted average sale price of the shares sold ranging from $217.37 to $218.365 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.
- F7. This sale price represents the weighted average sale price of the shares sold ranging from $218.37 to $219.34 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.
- F8. This sale price represents the weighted average sale price of the shares sold ranging from $219.37 to $220.31 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.
- F9. Shares are held by the Lee and Susan Klarich 2005 Trust, dated Dec. 5, 2005, for which the Reporting Person and his spouse serve as trustees.
- F10. The shares subject to the option are fully vested and exercisable.
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FAQ
What did PANW executive Lee Klarich report on Form 4?
He reported PSU vesting of 468,038 shares at $0, tax withholding of 232,055 shares at $220.24, an option exercise of 92,010 at $32.25, and Rule 10b5-1 plan sales.
Were the sales made under a trading plan?
Yes. The sales on 11/03/2025 were made under a Rule 10b5-1 trading plan adopted on September 27, 2024.
What were examples of sale prices reported?
Examples include $215.883, $216.746, $218.004, $218.691, and $219.759 per share, each as weighted averages.
What derivative holdings remain after the transactions?
He reported 184,020 derivative securities beneficially owned after the transactions.
What triggered the PSU vesting?
The Compensation and People Committee certified performance for PSUs granted on August 23, 2022, effective November 1, 2025.