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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (right to buy) | 92,010 | $0.00 | -- |
| Exercise | Common Stock | 92,010 | $32.25 | $2.97M |
| Sale | Common Stock | 7,798 | $209.696 | $1.64M |
| Sale | Common Stock | 17,288 | $210.586 | $3.64M |
| Sale | Common Stock | 28,923 | $211.511 | $6.12M |
| Sale | Common Stock | 56,329 | $212.587 | $11.97M |
| Sale | Common Stock | 10,436 | $213.356 | $2.23M |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. 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. 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. 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. 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. The shares subject to the option are fully vested and exercisable.
