PANW insider Klarich exercises 92,010 options and sells 120,774 shares

Rhea-AI Filing Summary

Lee Klarich, Executive Vice President & Chief Product and Technology Officer and a director of Palo Alto Networks (PANW), reported multiple transactions on 10/06/2025. The filing shows an exercise of a stock option for 92,010 shares at an exercise price of $32.25, which produced 92,010 newly issued shares held directly. The report also discloses planned sales executed under a Rule 10b5-1 trading plan: five separate dispositions totaling 120,774 shares sold at weighted-average prices in the approximately $209–$213 per-share range.

After these transactions the filing lists 149,190 shares owned directly and 690,000 shares held indirectly through the Lee and Susan Klarich 2005 Trust (trustees: the reporting person and spouse). The sales were effected pursuant to a 10b5-1 plan adopted on 09/27/2024, and the option shares were fully vested and exercisable.

Positive

• Option exercise of 92,010 shares at $32.25, with shares fully vested
• Sales implemented under a Rule 10b5-1 plan adopted on 09/27/2024, indicating preplanned execution

Negative

• Director sold 120,774 shares via multiple transactions on 10/06/2025, reducing direct holdings
• Direct holdings decreased from 269,964 shares to 149,190 shares following the reported transactions

Insights

Corporate Governance Specialist

TL;DR: A senior officer/director executed a routine 10b5-1 sale and exercised vested options.

The transactions combine a scheduled sale program with an option exercise, which is common for insiders managing tax or diversification needs while minimizing claims of opportunistic timing. The filing explicitly states the sales were made under a Rule 10b5-1 plan adopted on 09/27/2024, which provides an affirmative defense against insider trading claims when properly documented.

Dependencies include the plan's pre-specified parameters and market execution across multiple price bands (weighted-average sale prices reported in the $209–$213 range). Watch for any subsequent amendments or additional Forms 4 in the next 30–90 days if further planned sales or holdings changes occur.

Equity Compensation Analyst

TL;DR: The officer converted vested options and reduced direct holdings while retaining substantial indirect holdings.

The report shows an exercise of a stock option that resulted in 92,010 shares issued at an exercise price of $32.25, and separate sales disposing of 120,774 shares at weighted-average prices roughly between $209 and $213. The option shares were fully vested and exercisable per the filing.

Concrete items to monitor include changes to direct ownership (listed as 149,190 shares following these trades) versus indirect holdings (690,000 shares in the family trust), and any future option exercises or scheduled plan sales reported on subsequent Form 4 filings.

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^*

Klarich Lee

(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)
	EVP Chief Product & Tech Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		M		92,010	A	$32.25	269,964	D
Common Stock	10/06/2025		S(1)		7,798	D	$209.696(2)	262,166	D
Common Stock	10/06/2025		S(1)		17,288	D	$210.586(3)	244,878	D
Common Stock	10/06/2025		S(1)		28,923	D	$211.511(4)	215,955	D
Common Stock	10/06/2025		S(1)		56,329	D	$212.587(5)	159,626	D
Common Stock	10/06/2025		S(1)		10,436	D	$213.356(6)	149,190	D
Common Stock								690,000	I	See footnote(7)

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)	$32.25	10/06/2025		M			92,010	(8)	10/19/2025	Common Stock	92,010	$0	276,030	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 on September 27, 2024.

2. This sale price represents the weighted average sale price of the shares sold ranging from $209.02 to $210.01 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 $210.02 to $211.015 per share. Upon request by the Commission staff, the Issuer, or a security holder of the 1Issuer, 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 $211.02 to $212.01 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 $212.02 to $213.015 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 $213.025 to $213.735 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. Shares are held by the Lee and Susan Klarich 2005 Trust, dated Dec. 5, 2005, for which the Reporting Person and his spouse serve as trustees.

8. The shares subject to the option are fully vested and exercisable.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Lee Klarich	10/07/2025
	** 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 did PANW insider Lee Klarich report on Form 4 dated 10/06/2025?

The filing reports an exercise of 92,010 options at $32.25 and sales of 120,774 shares executed under a Rule 10b5-1 plan on 10/06/2025.

Were the sales by the PANW insider part of a 10b5-1 plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 09/27/2024, as stated in the Form 4.

How many PANW shares does Lee Klarich own after these transactions?

Following the transactions the Form 4 lists 149,190 shares owned directly and 690,000 shares held indirectly in the Lee and Susan Klarich 2005 Trust.

At what prices were the PANW shares sold?

The filing shows weighted-average sale prices in ranges approximately from $209.02 to $213.735 per share, with each reported sale reporting a weighted-average price for its price band.

Were the option shares exercised immediately exercisable?

Yes. The Form 4 states that the shares subject to the option were fully vested and exercisable.