Palo Alto Networks EVP Klarich acquires 198,152 shares

No Rule 10b5-1 plan is reported for the transactions.

Available on EDGAR 11/03/2026 - 09:26 PM EST Accepted by SEC EDGAR 11/03/2026 - 09:26 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Palo Alto Networks Inc. EVP Lee Klarich reported acquiring 198,152 shares tied to performance-based restricted stock units granted August 21, 2023; the Compensation and People Committee certified the performance conditions effective November 1, 2026. On November 1, 2026, 98,245 shares were withheld by the issuer for tax withholding on PSU vesting, at a reported $365.87 per share. A separate holding entry lists 555,070 common shares held by the Lee and Susan Klarich 2005 Trust, whose trustees are Klarich and his spouse.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Klarich Lee

Role EVP Chief Product & Tech Ofcr

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	198,152	$0.00	$0.00
Tax Withholding	Common Stock F2	98,245	$365.87	$35.94M
Holding	Common Stock F3	--	--	--

Holdings After Transaction: Common Stock — 335,890 shares (Direct); Common Stock — 555,070 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. Represents an award of performance-based restricted stock units granted to the Reporting Person on August 21, 2023 ("PSUs"). Effective on November 1, 2026, the Issuer's Compensation and People Committee certified the achievement of the performance conditions for the PSUs.
2. F2. Represents shares withheld by the Issuer to satisfy tax withholding requirements on vesting of PSUs.
3. F3. 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.

Key Figures

Award-related shares acquired: 198,152 shares Shares withheld for tax withholding: 98,245 shares Reported per-share price: $365.87 per share +1 more

4 metrics

Award-related shares acquired 198,152 shares Performance-based restricted stock units

Shares withheld for tax withholding 98,245 shares PSU vesting on November 1, 2026

Reported per-share price $365.87 per share Shares withheld for PSU tax withholding

Trust-held common shares 555,070 shares Lee and Susan Klarich 2005 Trust holding entry dated November 1, 2026

Key Terms

performance-based restricted stock units, PSUs, tax withholding requirements

3 terms

performance-based restricted stock units financial

"award of performance-based restricted stock units granted to the Reporting Person"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

PSUs financial

"performance-based restricted stock units granted to the Reporting Person ("PSUs")"

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

tax withholding requirements financial

"shares withheld by the Issuer to satisfy tax withholding requirements"

FAQ

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

How many PANW shares did Lee Klarich acquire and have withheld?

Lee Klarich reported acquiring 198,152 shares tied to performance-based restricted stock units, and 98,245 shares were withheld by the issuer for tax withholding on vesting on November 1, 2026, at $365.87 per share. No Rule 10b5-1 plan is reported.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Klarich Lee

(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)
	EVP Chief Product & Tech Ofcr

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2026

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	11/01/2026		A		198,152(1)	A	$0	434,135	D
Common Stock	11/01/2026		F(2)		98,245	D	$365.87	335,890	D
Common Stock								555,070	I	See Footnote(3)

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. Represents an award of performance-based restricted stock units granted to the Reporting Person on August 21, 2023 ("PSUs"). Effective on November 1, 2026, the Issuer's Compensation and People Committee certified the achievement of the performance conditions for the PSUs.

2. Represents shares withheld by the Issuer to satisfy tax withholding requirements on vesting of PSUs.

3. 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.

	/s/ Elizabeth Villalobos, Attorney-in-fact	11/03/2026
	** 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)