Palo Alto Networks CAO reports PSU vesting and 700-share sale

Rhea-AI Filing Summary

Palo Alto Networks (PANW) Chief Accounting Officer Josh D. Paul reported PSU-related activity and a small open-market sale. On 11/01/2025, 31,201 common shares vested from performance-based RSUs. To cover taxes, the issuer withheld 15,470 shares at $220.24 per share, which is not a sale. On 11/03/2025, he sold 700 shares at $219.97 pursuant to a Rule 10b5-1 plan adopted on 10/01/2024. Following these transactions, he beneficially owns 47,505 shares, held directly.

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).

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

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	11/01/2025		A		31,201(1)	A	$0	63,675	D
Common Stock	11/01/2025		F(2)		15,470	D	$220.24	48,205	D
Common Stock	11/03/2025		S(3)		700	D	$219.97	47,505	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 number of shares acquired represents the number of shares that vested, effective on November 1, 2025, under certain performance-based restricted stock units granted to the Reporting Person on August 23, 2022 ("PSUs"). The Issuer's Compensation and People Committee certified the achievement of the performance conditions under the PSUs effective as of November 1, 2025.

2. 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 PSUs.

3. 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	11/04/2025
	** 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 PANW’s CAO report on Form 4?

PSU vesting of 31,201 shares on 11/01/2025, tax withholding of 15,470 shares at $220.24, and a sale of 700 shares at $219.97 on 11/03/2025.

Was the 15,470-share entry a sale?

No. It reflects shares withheld by the issuer to satisfy tax obligations upon PSU vesting.

Did the sale occur under a 10b5-1 plan?

Yes. The 700-share sale was effected under a Rule 10b5-1 plan adopted on 10/01/2024.

How many PANW shares does the reporting person now own?

He beneficially owns 47,505 shares directly after the reported transactions.

What role does the reporting person hold at PANW (PANW)?

He is an officer, serving as Chief Accounting Officer.

What triggered the 31,201-share vesting?

The Compensation and People Committee certified performance conditions for PSUs granted on 08/23/2022, effective 11/01/2025.