Nikesh Arora of Palo Alto Networks (PANW) adds shares via CyberArk merger

Rhea-AI Filing Summary

Palo Alto Networks Inc. chief executive Nikesh Arora reported receiving 165 shares of common stock on February 12, 2026, recorded as an acquisition at a price of $0.00 per share. The filing states these securities were received as merger consideration in Palo Alto Networks’ acquisition of CyberArk Software Ltd.

Following this grant, Arora directly beneficially owned 275,178 shares of Palo Alto Networks common stock. He also had indirect beneficial ownership of 32,010 shares held by Bacchey Investments L.P. and 726,542 shares held by the Nikesh Arora 2025 Annuity Trust, both entities for which he serves in managerial or trustee roles.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Arora Nikesh

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		165	A	(1)	275,178	D
Common Stock								32,010	I	See footnote(2)
Common Stock								726,542	I	See footnote(3)

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. The reported securities were acquired as merger consideration in the acquisition of CyberArk Software Ltd. by Palo Alto Networks, Inc.

2. Shares are held by Bacchey Investments L.P., of which Bacchey Management LLC (the "LLC") is the General Partner. The Reporting Person is the manager of the LLC. The sole member of the LLC is the Aurora Trust, for which the Reporting Person serves as a trustee.

3. Shares are held by the Nikesh Arora 2025 Annuity Trust, for which the Reporting Person serves as trustee.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did PANW CEO Nikesh Arora report on February 12, 2026?

Nikesh Arora reported acquiring 165 shares of Palo Alto Networks common stock on February 12, 2026. The shares were received at $0.00 per share as merger consideration related to Palo Alto Networks’ acquisition of CyberArk Software Ltd., rather than via an open-market purchase.

How many Palo Alto Networks (PANW) shares does Nikesh Arora own directly after this Form 4?

After the reported transaction, Nikesh Arora directly beneficially owned 275,178 shares of Palo Alto Networks common stock. This figure reflects his direct holdings only and excludes additional shares held indirectly through investment and trust entities associated with him.

What indirect Palo Alto Networks (PANW) share holdings are associated with Nikesh Arora?

Indirectly, 32,010 shares are held by Bacchey Investments L.P., where the general partner is managed by Arora, and 726,542 shares are held by the Nikesh Arora 2025 Annuity Trust. Arora serves as trustee of this trust, giving him indirect beneficial ownership of these shares.

Was the February 2026 PANW insider transaction an open-market buy or merger-related?

The reported February 2026 transaction was merger-related, not an open-market buy. The filing explains that the 165 shares were acquired as merger consideration in Palo Alto Networks’ acquisition of CyberArk Software Ltd., with a stated price of $0.00 per share.

What role does Nikesh Arora hold at Palo Alto Networks (PANW) in this Form 4 filing?

In this filing, Nikesh Arora is identified as both a director and an officer of Palo Alto Networks, serving as Chief Executive Officer. These roles explain why his ownership changes and holdings in the company’s common stock are subject to public reporting requirements.