Palo Alto Networks (PANW) director discloses 2,033 RSUs and 55,023 shares

Rhea-AI Filing Summary

Palo Alto Networks director Mary Pat McCarthy reported acquiring 2,033 shares of common stock on December 9, 2025 in the form of restricted stock units at a price of $0 per share, bringing her direct ownership to 55,023 shares.

Each unit represents one share and will vest in equal quarterly installments over one year, as long as she continues serving, and the reported holdings reflect the company’s 2-for-1 stock split effective December 13, 2024.

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

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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).

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^*

McCarthy Mary Pat

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		A		2,033(1)	A	$0	55,023(2)	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. Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest in equal quarterly increments over a one year period, subject to the Reporting Person's continued service as of each such date.

2. The number of shares beneficially owned reflects the Issuer's 2-for-1 stock split effected December 13, 2024.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Mary Pat McCarthy	12/11/2025
	** 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 insider stock transaction did Palo Alto Networks (PANW) report?

Palo Alto Networks reported that director Mary Pat McCarthy acquired 2,033 shares of common stock on December 9, 2025 in the form of restricted stock units at a price of $0 per share, increasing her direct holdings to 55,023 shares.

What is Mary Pat McCarthy’s relationship to Palo Alto Networks (PANW)?

Mary Pat McCarthy is listed as a director of Palo Alto Networks Inc. on this Form 4, and the filing is indicated as being made by one reporting person.

How do the new restricted stock units for Palo Alto Networks (PANW) vest?

Each reported share is represented by a restricted stock unit (RSU), and the RSUs will vest in equal quarterly increments over a one-year period, subject to Mary Pat McCarthy’s continued service as of each vesting date.

What is Mary Pat McCarthy’s total direct share ownership in Palo Alto Networks after this transaction?

Following the reported RSU acquisition, Mary Pat McCarthy beneficially owns 55,023 shares of Palo Alto Networks common stock in direct ownership form.

How does Palo Alto Networks’ recent stock split affect this Form 4 for PANW?

The filing notes that the number of shares beneficially owned reflects the issuer’s 2-for-1 stock split, which was effected on December 13, 2024, so the reported 55,023 shares are after giving effect to that split.

Was there any cash paid for the Palo Alto Networks (PANW) RSUs reported in this filing?

No cash purchase is indicated; the Form 4 shows the acquisition of 2,033 shares as restricted stock units with a transaction price of $0 per share, consistent with an equity award rather than an open-market buy.