Palo Alto Networks CEO reports 1,185,721 PSU vesting, deferral

Rhea-AI Filing Summary

Palo Alto Networks (PANW) CEO and director Nikesh Arora reported the vesting of 1,185,721 PSUs effective November 1, 2025. He elected to defer the vested shares into the company’s Deferred Compensation Plan as phantom stock, a non-cash election at $0 per share that converts to common stock later.

Following these transactions, he held 275,013 shares directly, plus 32,010 and 726,542 shares held indirectly via trusts and partnerships. Under the plan, a portion of the deferred shares is scheduled to be released on or about January 31, 2027, with another portion on or about January 31, 2028.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Arora Nikesh

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,185,721	$0.00	--
Grant/Award	Common Stock	1,185,721	$0.00	--
Disposition	Common Stock	1,185,721	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 2,958,459 shares (Direct); Common Stock — 1,460,734 shares (Direct); Common Stock — 32,010 shares (Indirect, See footnote)

Footnotes (1)

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. In connection with the vesting of of the PSUs described in Footnote 1, the Reporting Person elected to defer these shares pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan"). Shares are held by Bacchey Investments L.P., of which Bacchey Management LLC (the "LLC") is the General Partner. The Reporting Person is the manager of the LLC. The sole member of the LLC is the Aurora Trust, for which the Reporting Person serves as a trustee. Shares are held by the Nikesh Arora 2025 Annuity Trust, for which the Reporting Person serves as trustee. Pursuant to the Deferred Compensation Plan, each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer. A portion of the common stock shares will be released on or about January 31, 2027, and another portion will be released on or about January 31, 2028.

Form 4 Insider Transactions: What Each Field Means →

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).

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 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)
	Chief Executive Officer

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		1,185,721(1)	A	$0	1,460,734	D
Common Stock	11/01/2025		D(2)		1,185,721	D	$0	275,013	D
Common Stock								32,010	I	See footnote(3)
Common Stock								726,542	I	See footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(2)(5)	11/01/2025		A		1,185,721		(2)(5)	(2)(5)	Common Stock	42,558	$0	2,958,459	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. In connection with the vesting of of the PSUs described in Footnote 1, the Reporting Person elected to defer these shares pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan").

3. Shares are held by Bacchey Investments L.P., of which Bacchey Management LLC (the "LLC") is the General Partner. The Reporting Person is the manager of the LLC. The sole member of the LLC is the Aurora Trust, for which the Reporting Person serves as a trustee.

4. Shares are held by the Nikesh Arora 2025 Annuity Trust, for which the Reporting Person serves as trustee.

5. Pursuant to the Deferred Compensation Plan, each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer. A portion of the common stock shares will be released on or about January 31, 2027, and another portion will be released on or about January 31, 2028.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora	11/04/2025
	** Signature of Reporting Person	Date
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