Palo Alto Networks (PANW) director reports 1,881-share RSU award filing

Rhea-AI Filing Summary

Palo Alto Networks director Carl M. Eschenbach reported acquiring 1,881 shares of the company’s common stock on December 9, 2025. The shares are in the form of Restricted Stock Units (RSUs) that will vest in equal quarterly installments over one year, as long as he continues serving in his role on each vesting date.

After this award, he directly beneficially owns 22,123 shares of Palo Alto Networks common stock. The reported share balance reflects the company’s 2-for-1 stock split that was effected on 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

OMB APPROVAL

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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^*

Eschenbach Carl M.

(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		1,881(1)	A	$0	22,123(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 Carl M. Eschenbach	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 transaction did Palo Alto Networks (PANW) report on December 9, 2025?

Palo Alto Networks reported that director Carl M. Eschenbach acquired 1,881 shares of common stock on December 9, 2025. The transaction was coded as an acquisition at a price of $0, reflecting a stock-based award rather than an open-market purchase.

How many Palo Alto Networks (PANW) shares does Carl M. Eschenbach now beneficially own?

Following the reported transaction, Carl M. Eschenbach beneficially owns 22,123 shares of Palo Alto Networks common stock. This amount is reported as direct ownership in the filing.

What are the vesting terms of the 1,881 RSUs reported for Palo Alto Networks (PANW)?

Each reported share is represented by a Restricted Stock Unit (RSU). The 1,881 RSUs will vest in equal quarterly increments over a one-year period, and vesting is subject to Carl M. Eschenbach’s continued service with the company on each vesting date.

How did Palo Alto Networks’ 2-for-1 stock split affect the share numbers in this insider report?

The filing states that the 22,123 shares beneficially owned by Carl M. Eschenbach reflect Palo Alto Networks’ 2-for-1 stock split, which was effected on December 13, 2024. This means the reported holdings incorporate the impact of that split.

Was this Palo Alto Networks (PANW) insider report filed by more than one reporting person?

No. The document indicates that the form was filed by one reporting person. The signature block identifies Carl M. Eschenbach as the reporting person, with an attorney-in-fact signing on his behalf.