Palo Alto Networks Officer Withholds 1,928 RSU Shares, Reports 35,795 Ownership

Rhea-AI Filing Summary

Palo Alto Networks insider report: Chief Accounting Officer Josh D. Paul had 1,928 shares withheld at a price of $185.88 on 08/23/2025 to satisfy income tax and withholding obligations arising from the vesting and net settlement of previously reported restricted stock units (RSUs). After this withholding, the reporting person beneficially owns 35,795 shares of Palo Alto Networks common stock. The filing was submitted via a Section 10b5-1 plan checkbox and executed by an attorney-in-fact.

Insights

Securities Analyst

TL;DR: Routine RSU net-settlement withholding reduced reported shares by 1,928; no sale indicated.

The Form 4 documents a non-sale transaction where shares were withheld to meet tax withholding on vested RSUs. The transaction code F indicates net share settlement rather than an open-market disposition. The reported post-transaction beneficial ownership is 35,795 shares, which provides a current snapshot of the officer's position but does not indicate accumulation or liquidation activity.

Corporate Governance Expert

TL;DR: Compliance disclosure consistent with executive compensation tax withholding; procedural not material.

The form notes use of a 10b5-1(c) affirmative defense checkbox, suggesting the reporting person used a pre-established plan or program. The explanation explicitly states this was withholding related to RSU vesting and net settlement. This is a standard administrative reporting event tied to compensation, not a change in compensation policy or control.

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).

X

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^*

Paul Josh D.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2025

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	08/23/2025		F(1)		1,928	D	$185.88	35,795	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. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock units.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Josh D. Paul	08/26/2025
	** 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 did PANW insider Josh D. Paul report on Form 4?

The filing reports 1,928 shares withheld to satisfy tax withholding on vested RSUs and a resulting beneficial ownership of 35,795 shares.

Was this Form 4 a sale of shares by the reporting person (PANW)?

No. The form specifies the transaction is not a sale; it is a withholding of shares related to RSU vesting (transaction code F).

What price was used for the withheld shares in the PANW Form 4?

The withheld shares are reported at a price of $185.88 per share on the transaction date 08/23/2025.

Does the filing indicate a trading plan was used for PANW insider transactions?

Yes. The checkbox indicates the transaction was made pursuant to a contract, instruction, or written plan (10b5-1).

Who signed the Form 4 for Josh D. Paul?

The form was executed by Elizabeth Villalobos, Attorney-in-Fact on behalf of Josh D. Paul.