Palo Alto Networks Insider: Arora Exercises 846K Options, Sells Shares via 10b5-1

Rhea-AI Filing Summary

Nikesh Arora, CEO and Director of Palo Alto Networks (PANW), reported option exercise and multiple open-market sales on 09/23/2025. He exercised a stock option with a $33.0834 exercise price for 846,408 shares, which were listed as acquired. The filing shows a series of disposals that same date totaling 947,903 shares sold at weighted-average prices ranging from about $202.28 to $208.49 per share across several tranches. After these transactions, Arora beneficially owned between 275,013 and 1,121,421 shares depending on the line item and held additional shares indirectly through trusts and investment vehicles noted in the filing.

Positive

• Sales were executed under a Rule 10b5-1 trading plan, indicating pre-planned transactions rather than opportunistic timing
• Option shares were fully vested and exercised, reflecting previously granted and vested compensation exercised at $33.0834 per share
• Filing discloses indirect holdings via trusts and investment vehicles, improving transparency about total beneficial ownership

Negative

• Large aggregate share sales (947,903 shares) represent meaningful insider monetization on 09/23/2025
• Post-transaction direct holdings declined to as low as 275,013 shares on certain reported lines, reducing reported direct stake

Insights

Financial Analyst

TL;DR: CEO exercised vested options and sold a substantial block under a Rule 10b5-1 plan; routine liquidity event, not an operational signal.

The filing documents exercise of 846,408 option shares at $33.0834 and contemporaneous sales of 947,903 shares across multiple price bands, executed pursuant to a Rule 10b5-1 plan effective June 24, 2025. The exercise indicates previously granted compensation vested and was converted to shares before sales. The sales span ~$202.28–$208.49 per share (weighted averages reported), a non-trivial monetization but disclosed as pre-planned. Impact is informational for share supply and insider liquidity; no operational metrics were changed by the filing.

Corporate Governance Expert

TL;DR: Transactions appear compliant and pre-planned under a 10b5-1 plan; reporting includes indirect holdings via trusts.

The report specifies that sales were effected under a Rule 10b5-1 trading plan that became effective June 24, 2025, and provides detailed weighted-average sale price ranges. It also discloses indirect beneficial ownership through Bacchey Investments L.P. and two trusts for which Arora is trustee or manager. The filing is procedurally complete with explanations and an attorney-in-fact signature, meeting typical disclosure standards for insider 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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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).

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)
09/23/2025

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	09/23/2025		M		846,408	A	$33.0834	1,121,421	D
Common Stock	09/23/2025		S(1)		382,040	D	$203.095(2)	739,381	D
Common Stock	09/23/2025		S(1)		110,592	D	$203.694(3)	628,789	D
Common Stock	09/23/2025		S(1)		251,559	D	$204.643(4)	377,230	D
Common Stock	09/23/2025		S(1)		32,463	D	$205.632(5)	344,767	D
Common Stock	09/23/2025		S(1)		47,064	D	$206.849(6)	297,703	D
Common Stock	09/23/2025		S(1)		18,669	D	$207.629(7)	279,034	D
Common Stock	09/23/2025		S(1)		4,021	D	$208.348(8)	275,013	D
Common Stock								32,010	I	See footnote(9)
Common Stock								726,542	I	See footnote(10)

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)	$33.0834	09/23/2025		M			846,408	(11)	12/07/2025	Common Stock	846,408	$0.00	0	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person that became effective June 24, 2025.

2. This sale price represents the weighted average sale price of the shares sold ranging from $202.28 to $203.275 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.

3. This sale price represents the weighted average sale price of the shares sold ranging from $203.28 to $204.27 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.

4. This sale price represents the weighted average sale price of the shares sold ranging from $204.28 to $205.27 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 $205.28 to $206.27 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 $206.29 to $207.28 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 $207.29 to $208.27 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 $208.34 to $208.49 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 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.

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

11. The shares subject to the option were fully vested and exercisable.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora	09/24/2025
	** 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.
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FAQ

What transactions did Nikesh Arora report for PANW on 09/23/2025?

He exercised 846,408 option shares at $33.0834 and sold a total of 947,903 shares in multiple tranches at weighted-average prices ranging roughly $202.28 to $208.49 per share.

Were the PANW sales by Nikesh Arora pre-planned?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan that became effective June 24, 2025, as stated in the filing.

How much did Arora pay to exercise the options reported on Form 4?

The exercise price was $33.0834 per share for 846,408 option shares.

Does the filing disclose indirect holdings for Arora in PANW?

Yes. The filing discloses shares held indirectly through Bacchey Investments L.P. (managed via Bacchey Management LLC and Aurora Trust) and the Nikesh Arora 2025 Annuity Trust.

Who signed the Form 4 for Nikesh Arora?

The Form 4 was signed by Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora, dated 09/24/2025.