PANW Executive's Stock Sale Part of Pre-Planned Trading Strategy

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Form Type

Rhea-AI Filing Summary

Palo Alto Networks Chief Accounting Officer Josh D. Paul reported two transactions on June 20, 2025:

Disposition of 1,841 shares at $199.78 per share through share withholding for tax obligations related to RSU vesting
Sale of 800 shares at $201.05 per share executed under a Rule 10b5-1 trading plan established on October 1, 2024

Following these transactions, Paul's direct ownership stands at 42,033 shares. The share sale was conducted under a pre-established trading plan, demonstrating compliance with insider trading regulations. The first transaction was not a direct sale but rather a standard tax withholding event related to equity compensation vesting.

Insider Trade Summary

Net Seller: 2,641 shares

Net Sell 2 txns

Insider Paul Josh D.

Role Chief Accounting Officer

Sold 800 shs ($161K)

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,841	$199.78	$368K
Sale	Common Stock	800	$201.05	$161K

Holdings After Transaction: Common Stock — 42,033 shares (Direct)

Footnotes (2)

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.
F2. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 1, 2024.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/23/2025 - 04:30 PM

FAQ

What insider trading activity occurred at PANW on June 20, 2025?

On June 20, 2025, PANW's Chief Accounting Officer Josh D. Paul had two transactions: 1) 1,841 shares were withheld by the company for tax purposes related to RSU vesting at $199.78 per share, and 2) sold 800 shares at $201.05 per share through a pre-planned 10b5-1 trading plan.

How many PANW shares does Josh Paul own after the reported transactions?

After the reported transactions on June 20, 2025, Josh D. Paul directly owns 42,033 shares of Palo Alto Networks (PANW) common stock.

Was PANW CAO Josh Paul's stock sale planned in advance?

Yes, the sale of 800 PANW shares was executed pursuant to a Rule 10b5-1 trading plan that Josh Paul had previously adopted on October 1, 2024. This type of plan allows insiders to pre-schedule trades to avoid accusations of trading on material non-public information.

Why were 1,841 PANW shares withheld from Josh Paul's holdings?

The 1,841 shares were withheld by Palo Alto Networks to satisfy income tax withholding obligations in connection with the vesting and net settlement of previously reported restricted stock units (RSUs), not as a direct sale by Josh Paul.

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).

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

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2025		F⁽¹⁾		1,841	D	$199.78	42,833	D
Common Stock	06/20/2025		S⁽²⁾		800	D	$201.05	42,033	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 October 1, 2024.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Josh D. Paul	06/23/2025
	** 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.

Source: View Original Filing on SEC EDGAR