Palo Alto Networks Insider: 1,528 Shares Withheld; 700 Sold Under 10b5-1

Rhea-AI Filing Summary

Josh D. Paul, Chief Accounting Officer of Palo Alto Networks Inc. (PANW), reported two transactions dated 08/21/2025. The company withheld 1,528 shares to satisfy tax withholding related to vesting and net settlement of previously reported restricted stock units; this withholding is explicitly not a sale and occurred at a per-share value of $184.43. Separately, Mr. Paul sold 700 shares at $184.20 pursuant to a Rule 10b5-1 trading plan adopted on October 1, 2024. After these transactions, the reporting person beneficially owned 37,723 shares. The Form 4 was signed by an attorney-in-fact on 08/22/2025.

Positive

• Use of a Rule 10b5-1 trading plan (adopted 10/01/2024) indicates preplanned, compliant disposition of shares
• Withheld 1,528 shares to satisfy tax obligations on RSU vesting (administrative, not a sale)
• Form 4 was executed and filed promptly and signed by an attorney-in-fact, indicating procedural compliance

Negative

• None.

Insights

Financial Analyst

TL;DR Routine insider tax withholding and a preplanned 10b5-1 sale; not clearly material to PANW's business performance.

The transactions consist of 1,528 shares withheld to satisfy tax obligations from RSU vesting and a 700-share sale executed under a Rule 10b5-1 plan at ~$184.20 per share. Withholding for taxes on vesting is administrative and does not represent a market disposition by choice. The 10b5-1 sale was pre-established on 10/01/2024, indicating the sale followed a contractual plan rather than an opportunistic insider trade. Given the relatively small share counts compared to a large-cap issuer, the disclosures are routine and likely neutral for investors.

Corporate Governance Expert

TL;DR Disclosure aligns with governance best practices: tax withholding and a documented 10b5-1 plan reduce regulatory and disclosure risk.

The Form 4 discloses that the withheld shares were used to satisfy tax withholding on vested RSUs and that the sale was executed under a Rule 10b5-1 trading plan adopted on 10/01/2024. Use of a 10b5-1 plan is a recognized mechanism to mitigate claims of opportunistic insider trading and supports transparency. The filing was timely and signed by an attorney-in-fact, reflecting procedural compliance. These actions suggest adherence to insider trading controls rather than governance concerns.

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)
08/21/2025

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	08/21/2025		F(1)		1,528	D	$184.43	38,423	D
Common Stock	08/21/2025		S(2)		700	D	$184.2	37,723	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.

2. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 1, 2024.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Josh D. Paul	08/22/2025
	** 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

How many shares did PANW Chief Accounting Officer Josh D. Paul sell on 08/21/2025?

He sold 700 shares on 08/21/2025 at $184.20 per share under a Rule 10b5-1 plan.

Why were 1,528 shares withheld in the Form 4 for PANW (Josh D. Paul)?

The 1,528 shares were withheld by the issuer to satisfy income tax and withholding obligations related to RSU vesting; this transaction is not a sale.

When was the 10b5-1 trading plan adopted for the PANW insider sale?

The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on October 1, 2024.

What is the reporting person's beneficial ownership after the transactions?

Following the reported transactions, the reporting person beneficially owned 37,723 shares.

Who signed the Form 4 for Josh D. Paul and when?

The Form 4 was signed by Elizabeth Villalobos, Attorney-in-Fact for Josh D. Paul on 08/22/2025.