When is the PANW forward contract expected to settle, and how is the share amount determined?

Settlement is expected in October 2029. At or below the $342.38 floor, the contract calls for the maximum 500,000 shares. Above the floor and at or below the $755.25 cap, the share amount varies with the settlement price. Above the cap, the amount uses the stated floor-plus-price-over-cap formula.

Palo Alto Networks CEO receives about $147M upfront

Q: How many PANW shares are covered by Nikesh Arora's forward contract?

The contract covers up to 500,000 shares, or an equivalent amount of cash if Nikesh Arora elects cash settlement. The shares are pledged to the dealer, while Arora retains beneficial ownership and voting rights unless he physically settles or a default or termination event occurs.

Q: How much upfront cash did Nikesh Arora receive under the PANW contract?

Arora received an upfront payment of approximately $147.3 million in exchange for agreeing to deliver up to 500,000 shares or equivalent cash if he elects cash settlement.

The contract sets a $342.38 floor and $755.25 cap, with settlement expected in October 2029.

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Form Type

Rhea-AI Filing Summary

Nikesh Arora reported disposition transactions in this Form 4 filing. Palo Alto Networks Inc. Chief Executive Officer Nikesh Arora reported entering a prepaid variable share forward contract on October 12, 2026, involving common stock held in the Aurora Trust, where he serves as trustee. He received an upfront payment of approximately $147.3 million for agreeing to deliver up to 500,000 shares, or equivalent cash if he elects cash settlement. Settlement is expected in October 2029; the share calculation uses a $342.38 floor and a $755.25 cap. Arora retains beneficial ownership and voting rights in the pledged shares unless he physically settles or a default or termination event occurs. The reported post-transaction position was 2,093,369 shares.

Insider Trade Summary

Other: 500,000 shares

Other 1 txn

Insider Arora Nikesh

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Variable Prepaid Forward (obligation to sell) ^{F1, F2, F3, F4, F5}	500,000	--	--

Holdings After Transaction: Variable Prepaid Forward (obligation to sell) — 2,093,369 contracts (Indirect, See Footnote)

Footnotes (5)

F1. On October 12, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on the Common Stock (the "Shares") of Palo Alto Networks, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $147.3 million in exchange for agreeing to deliver to the dealer up to 500,000 of the Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the closing price per share of the Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.
F2. The number of Shares to be delivered (or equivalent cash) to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $342.38 (the "Floor Price"), the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $755.25 (the "Cap Price"), but greater than the Floor Price, a variable number of Shares equal to the Maximum Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price is greater than the Cap Price, a number of Shares equal to the product of (i) the Maximum Number of Shares and (ii) a fraction (A) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (B) the denominator of which is the Settlement Price
F3. The Contract is expected to be settled in October 2029. Under the Contract, the Reporting Person pledged the Maximum Number of Shares to the dealer (the "Pledged Shares"). The Reporting Person retains beneficial ownership and voting rights of the Pledged Shares unless and until the Reporting Person proceeds to physically settle the Contract or there is an event of default or a termination event under the Contract.
F4. See Exhibit 99 for an explanatory note discussing the rationale for entering into the Contract, the Reporting Person's equity holdings and tax obligations, and the Issuer's approval of the Contract. Capitalized terms used and not defined in the Exhibit have the meanings set forth in footnotes 1 through 3, as the case may be.
F5. The Shares are held in the Aurora Trust, for which the Reporting Person serves as a trustee.

Key Figures

Maximum shares deliverable: 500,000 shares Upfront payment: Approximately $147.3 million Floor Price: $342.38 per share +3 more

6 metrics

Maximum shares deliverable 500,000 shares Under the prepaid variable share forward contract

Upfront payment Approximately $147.3 million Payment received under the contract

Floor Price $342.38 per share Contract settlement calculation

Cap Price $755.25 per share Contract settlement calculation

Expected settlement October 2029 Prepaid variable share forward contract

Shares following transaction 2,093,369 shares Reported post-transaction position

Key Terms

prepaid variable share forward contract, Floor Price, Cap Price, Settlement Price

4 terms

Floor Price financial

"the "Floor Price""

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

Cap Price financial

"the "Cap Price""

Settlement Price financial

"the closing price per share"

FAQ

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

How many PANW shares are covered by Nikesh Arora's forward contract?

The contract covers up to 500,000 shares, or an equivalent amount of cash if Nikesh Arora elects cash settlement. The shares are pledged to the dealer, while Arora retains beneficial ownership and voting rights unless he physically settles or a default or termination event occurs.

How much upfront cash did Nikesh Arora receive under the PANW contract?

Arora received an upfront payment of approximately $147.3 million in exchange for agreeing to deliver up to 500,000 shares or equivalent cash if he elects cash settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/14/2026 - 03:10 PM EDT Accepted by SEC EDGAR 10/14/2026 - 03:10 PM EDT

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^*

Arora Nikesh

(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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Variable Prepaid Forward (obligation to sell)	⁽¹⁾⁽²⁾	10/12/2026		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			500,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	500,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	2,093,369⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. On October 12, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on the Common Stock (the "Shares") of Palo Alto Networks, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $147.3 million in exchange for agreeing to deliver to the dealer up to 500,000 of the Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the closing price per share of the Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.

2. The number of Shares to be delivered (or equivalent cash) to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $342.38 (the "Floor Price"), the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $755.25 (the "Cap Price"), but greater than the Floor Price, a variable number of Shares equal to the Maximum Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price is greater than the Cap Price, a number of Shares equal to the product of (i) the Maximum Number of Shares and (ii) a fraction (A) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (B) the denominator of which is the Settlement Price

3. The Contract is expected to be settled in October 2029. Under the Contract, the Reporting Person pledged the Maximum Number of Shares to the dealer (the "Pledged Shares"). The Reporting Person retains beneficial ownership and voting rights of the Pledged Shares unless and until the Reporting Person proceeds to physically settle the Contract or there is an event of default or a termination event under the Contract.

4. See Exhibit 99 for an explanatory note discussing the rationale for entering into the Contract, the Reporting Person's equity holdings and tax obligations, and the Issuer's approval of the Contract. Capitalized terms used and not defined in the Exhibit have the meanings set forth in footnotes 1 through 3, as the case may be.

5. The Shares are held in the Aurora Trust, for which the Reporting Person serves as a trustee.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora	10/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR