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.

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^*

Klarich Lee

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Chief Product & Tech Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

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	11/01/2025		A		468,038(1)	A	$0	617,228	D
Common Stock	11/01/2025		F(2)		232,055	D	$220.24	385,173	D
Common Stock	11/03/2025		M		92,010	A	$32.25	477,183	D
Common Stock	11/03/2025		S(3)		8,371	D	$215.883(4)	468,812	D
Common Stock	11/03/2025		S(3)		20,195	D	$216.746(5)	448,617	D
Common Stock	11/03/2025		S(3)		45,515	D	$218.004(6)	403,102	D
Common Stock	11/03/2025		S(3)		43,109	D	$218.691(7)	359,993	D
Common Stock	11/03/2025		S(3)		3,554	D	$219.759(8)	356,439	D
Common Stock	11/03/2025		S(3)		30	D	$220.4	356,409	D
Common Stock								690,000	I	See footnote(9)

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
Stock Option (right to buy)	$32.25	11/03/2025		M			92,010	(10)	10/19/2028	Common Stock	92,010	$0	184,020	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. The shares subject to the option are fully vested and exercisable.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Lee Klarich	11/04/2025
	** 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).
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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.

How many PANW shares does Lee Klarich hold after the transactions?

He held 356,409 shares directly and 690,000 shares indirectly through the Lee and Susan Klarich 2005 Trust.

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.

Were any shares sold to cover taxes?

No shares were sold for taxes; instead, 232,055 shares were withheld by the issuer to satisfy tax obligations upon PSU vesting.