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Palo Alto Networks (PANW) CAO sale and RSU tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Palo Alto Networks Chief Accounting Officer Josh D. Paul reported an open-market sale of 900 shares of common stock at about $345 per share. A separate 1,092-share disposition reflects shares withheld by the company to cover income tax obligations on vested restricted stock units, not a market sale. The open-market sale was executed under a pre-arranged Rule 10b5-1 trading plan, and he continues to hold a meaningful direct equity position after these transactions.

Positive

  • None.

Negative

  • None.
Insider Paul Josh D.
Role Chief Accounting Officer
Sold 900 shs ($311K)
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock 1,092 $341.02 $372K
Sale Common Stock 900 $345.00 $311K
Holdings After Transaction: Common Stock — 79,644 shares (Direct)
Footnotes (2)
  1. F1. 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. F2. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2025.
Open-market sale shares 900 shares Common Stock sale by CAO Josh D. Paul
Open-market sale price $345.00 per share Price for 900-share sale of Common Stock
Tax-withholding shares 1,092 shares Shares withheld to satisfy RSU tax obligations
Tax-withholding price $341.02 per share Value used for 1,092-share tax withholding
Rule 10b5-1 trading plan financial
"The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
restricted stock units financial
"in connection with the vesting and net settlement of previously reported restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did Palo Alto Networks (PANW) report for Josh D. Paul?
Palo Alto Networks reported that Chief Accounting Officer Josh D. Paul sold 900 shares of common stock in an open-market transaction. The shares were sold at about $345 per share, as disclosed in the Form 4 insider trading report.

How many Palo Alto Networks (PANW) shares were withheld for Josh D. Paul’s taxes?
The filing shows 1,092 Palo Alto Networks shares were disposed of to satisfy tax obligations. These shares were withheld by the company upon vesting of restricted stock units, representing a tax-withholding disposition rather than an open-market sale.

At what prices were Josh D. Paul’s Palo Alto Networks (PANW) share transactions reported?
The open-market sale was reported at a price of about $345.00 per share for 900 shares. The separate tax-withholding disposition of 1,092 shares was reported at approximately $341.02 per share in the Form 4 filing.

Was Josh D. Paul’s Palo Alto Networks (PANW) share sale under a Rule 10b5-1 plan?
Yes. The Form 4 footnotes state that the sale of 900 Palo Alto Networks shares was effected under a Rule 10b5-1 trading plan. This indicates the transaction was pre-arranged rather than timed at the insider’s discretion.

Does the Palo Alto Networks (PANW) Form 4 show a market sale for all reported shares?
No. Only 900 shares were sold in an open-market transaction. The additional 1,092 shares were withheld by Palo Alto Networks to cover income tax and withholding obligations on vested restricted stock units, and were not sold into the market.
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 95054
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Palo Alto Networks Inc [ PANW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026F(1)1,092D$341.0280,544D
Common Stock07/01/2026S(2)900D$34579,644D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 September 17, 2025.
/s/ Elizabeth Villalobos, Attorney-in-Fact for Josh D. Paul07/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR