STOCK TITAN

Palo Alto Networks Insider Sale: 100,000 PANW Shares Disclosed

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

Rhea-AI Filing Summary

Nir Zuk, EVP, Chief Technology Officer and director of Palo Alto Networks (PANW), reported the sale of 100,000 shares of common stock in multiple tranches on 08/01/2025. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on January 9, 2025. Reported tranche prices ranged approximately from $168.44 to $175.89 per share, with weighted-average prices disclosed by tranche. Following these disposals the reporting person beneficially owned 3,143,516 shares, and the Form 4 shows stepwise post-transaction holdings from 3,235,816 down to 3,143,516. No derivative securities were reported on this Form 4.

Positive

  • Transactions disclosed under a Rule 10b5-1 plan, adopted on January 9, 2025, indicating prearranged sales procedures
  • Complete post-transaction ownership disclosed: reporting person beneficially owns 3,143,516 shares following the sales

Negative

  • Insider sold a total of 100,000 shares in multiple tranches on 08/01/2025
  • Sales executed across price bands roughly from $168.44 to $175.89 per share, which may be notable given the tranche sizes

Insights

TL;DR Insider sold 100,000 PANW shares under a prearranged 10b5-1 plan; disclosure provides tranche-level weighted-average prices.

The Form 4 documents routine, preplanned disposals by a senior executive and director totaling 100,000 shares executed on 08/01/2025. The filing lists weighted-average price ranges for each tranche (approximately $168.44–$175.89), and shows the reporting person retains 3,143,516 shares after the transactions. From an analytic perspective, the filing is a clear compliance disclosure of sales rather than a new operational or financial development; the material data points for investors are the quantity sold and the price bands reported.

TL;DR Sales were executed under a documented 10b5-1 plan adopted January 9, 2025, and were fully disclosed on Form 4.

The disclosure identifies the reporting person as both a director and an officer and confirms the trades were effected pursuant to a 10b5-1 plan, which establishes an affirmative defense for prearranged trades. The Form 4 provides tranche-specific weighted-average sale price ranges and post-sale beneficial ownership figures, enabling transparency about the insider’s executed dispositions. No derivative positions are reported, simplifying the governance assessment.

Insider ZUK NIR
Role EVP, Chief Technology Officer
Sold 100,000 shs ($17.28M)
Type Security Shares Price Value
Sale Common Stock 7,700 $169.112 $1.30M
Sale Common Stock 5,923 $169.79 $1.01M
Sale Common Stock 7,410 $170.959 $1.27M
Sale Common Stock 8,867 $172.059 $1.53M
Sale Common Stock 31,347 $172.954 $5.42M
Sale Common Stock 21,553 $173.87 $3.75M
Sale Common Stock 13,800 $174.929 $2.41M
Sale Common Stock 3,400 $175.629 $597K
Holdings After Transaction: Common Stock — 3,235,816 shares (Direct)
Footnotes (1)
  1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 9, 2025. This sale price represents the weighted average sale price of the shares sold ranging from $168.44 to $169.42 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 $169.44 to $169.97 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 $170.44 to $171.42 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 $171.44 to $172.43 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 $172.44 to $173.43 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 $173.44 to $174.41 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 $174.44 to $175.42 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 $175.44 to $175.89 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.
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*
ZUK NIR

(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 Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025
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 08/01/2025 S(1) 7,700 D $169.112(2) 3,235,816 D
Common Stock 08/01/2025 S(1) 5,923 D $169.79(3) 3,229,893 D
Common Stock 08/01/2025 S(1) 7,410 D $170.959(4) 3,222,483 D
Common Stock 08/01/2025 S(1) 8,867 D $172.059(5) 3,213,616 D
Common Stock 08/01/2025 S(1) 31,347 D $172.954(6) 3,182,269 D
Common Stock 08/01/2025 S(1) 21,553 D $173.87(7) 3,160,716 D
Common Stock 08/01/2025 S(1) 13,800 D $174.929(8) 3,146,916 D
Common Stock 08/01/2025 S(1) 3,400 D $175.629(9) 3,143,516 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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 9, 2025.
2. This sale price represents the weighted average sale price of the shares sold ranging from $168.44 to $169.42 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 $169.44 to $169.97 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.
4. This sale price represents the weighted average sale price of the shares sold ranging from $170.44 to $171.42 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 $171.44 to $172.43 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 $172.44 to $173.43 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. This sale price represents the weighted average sale price of the shares sold ranging from $173.44 to $174.41 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.
8. This sale price represents the weighted average sale price of the shares sold ranging from $174.44 to $175.42 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.
9. This sale price represents the weighted average sale price of the shares sold ranging from $175.44 to $175.89 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.
/s/ Elizabeth Villalobos, Attorney-in-Fact for Nir Zuk 08/05/2025
** 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

What did Nir Zuk report on his PANW Form 4?

Nir Zuk reported the sale of 100,000 PANW common shares in multiple tranches on 08/01/2025, executed under a 10b5-1 trading plan adopted January 9, 2025.

How many PANW shares does Nir Zuk own after the reported sales?

3,143,516 shares of PANW are reported as beneficially owned by the reporting person following the transactions.

Were the sales prearranged under a trading plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on January 9, 2025.

What price ranges were reported for the PANW share sales?

The filing discloses tranche weighted-average prices with ranges approximately from $168.44 to $175.89 per share.

Are any derivative transactions reported for PANW by the reporting person?

No derivative securities were reported on this Form 4; only non-derivative common stock disposals are listed.