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Palo Alto Networks director trust sells 20K shares

A Palo Alto Networks director’s family trust reported open-market sales of 20,000 shares while the director continues to hold 314,580 shares directly.

(Very High)
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Palo Alto Networks Inc (PANW) reported that director James J. Goetz’s family trust sold a total of 20,000 shares of Common Stock on September 17, 2026 in multiple open-market transactions, at weighted average prices ranging from about $372.07 to $382.95 per share. The sales are reported as indirect ownership by a family trust, and Goetz disclaims beneficial ownership of those trust-held shares except to the extent of his pecuniary interest. Separately, he is shown as directly holding 314,580 shares of Palo Alto Networks common stock after these reported transactions, and no Rule 10b5-1 trading plan is reported.

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Insider GOETZ JAMES J
Role Director
Sold 20,000 shs ($7.53M)
Type Security Shares Price Value
Sale Common Stock F1, F12 900 $372.5144 $335K
Sale Common Stock F2, F12 910 $373.5301 $340K
Sale Common Stock F3, F12 3,348 $374.7196 $1.25M
Sale Common Stock F4, F12 4,313 $375.7261 $1.62M
Sale Common Stock F5, F12 4,751 $376.6606 $1.79M
Sale Common Stock F6, F12 1,293 $377.6471 $488K
Sale Common Stock F7, F12 1,504 $378.7354 $570K
Sale Common Stock F8, F12 700 $379.6057 $266K
Sale Common Stock F9, F12 1,000 $380.715 $381K
Sale Common Stock F10, F12 781 $381.8573 $298K
Sale Common Stock F11, F12 500 $382.686 $191K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 0 shares (Indirect, By family trust); Common Stock — 314,580 shares (Direct)
Footnotes (12)
  1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $372.07 to $373.04, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) - (11) to this Form 4.
  2. F2. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $373.09 to $373.88, inclusive.
  3. F3. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $374.17 to $375.16, inclusive.
  4. F4. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $375.18 to $376.17, inclusive.
  5. F5. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $376.20 to $377.18, inclusive.
  6. F6. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $377.22 to $378.19, inclusive.
  7. F7. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $378.25 to $379.245, inclusive.
  8. F8. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $379.25 to $380.18, inclusive.
  9. F9. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $380.32 to $381.16, inclusive.
  10. F10. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $381.39 to $382.19, inclusive.
  11. F11. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $382.44 to $382.95, inclusive.
  12. F12. Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
Shares sold 20,000 shares Total common shares sold indirectly by family trust on September 17, 2026
Lowest price range $372.07–$373.04 per share Price range for one set of weighted-average sales in the 20,000-share transaction
Highest price range $382.44–$382.95 per share Price range for another set of weighted-average sales in the 20,000-share transaction
Example transaction size 4,751 shares One of the larger individual reported sale blocks at a weighted average price of $376.6606
Direct holdings after transaction 314,580 shares Common shares held directly by James J. Goetz after the reported sales
Number of sale transactions 11 transactions Count of separate open-market or private sale entries reported for September 17, 2026
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficially own regulatory
"The Reporting Person may be deemed to beneficially own the shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest regulatory
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest"
family trust financial
"Shares held by the Reporting Person's family trust."
Section 16 regulatory
"for purposes of Section 16 or for any other purpose."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Palo Alto Networks (PANW) disclose for James J. Goetz?

Palo Alto Networks disclosed that director James J. Goetz’s family trust sold 20,000 shares of common stock on September 17, 2026 in multiple open-market transactions at weighted average prices within the disclosed ranges.

At what prices were the 20,000 Palo Alto Networks (PANW) shares sold?

The 20,000 shares were sold in multiple trades at weighted average prices, with transaction price ranges disclosed from about $372.07 to $382.95 per share, according to the Form 4 footnotes.

Does James J. Goetz still hold Palo Alto Networks (PANW) shares after these sales?

Yes. After the reported transactions, James J. Goetz is listed as directly holding 314,580 shares of Palo Alto Networks common stock, separate from the shares held by his family trust.

Were the Palo Alto Networks (PANW) insider sales made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as being made under a plan, and the footnotes do not state that these transactions were effected pursuant to a Rule 10b5-1 trading plan.

How is the nature of ownership reported for the sold Palo Alto Networks (PANW) shares?

The sold shares are reported as indirectly owned with the nature of ownership described as “By family trust.” Goetz provides a standard disclaimer of beneficial ownership for these trust-held securities.

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

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Learn about SEC filing dates
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).
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*
GOETZ JAMES J

(Last)(First)(Middle)
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CALIFORNIA 94025

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026
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 Stock09/17/2026S900D$372.5144(1)19,100IBy family trust(12)
Common Stock09/17/2026S910D$373.5301(2)18,190IBy family trust(12)
Common Stock09/17/2026S3,348D$374.7196(3)14,842IBy family trust(12)
Common Stock09/17/2026S4,313D$375.7261(4)10,529IBy family trust(12)
Common Stock09/17/2026S4,751D$376.6606(5)5,778IBy family trust(12)
Common Stock09/17/2026S1,293D$377.6471(6)4,485IBy family trust(12)
Common Stock09/17/2026S1,504D$378.7354(7)2,981IBy family trust(12)
Common Stock09/17/2026S700D$379.6057(8)2,281IBy family trust(12)
Common Stock09/17/2026S1,000D$380.715(9)1,281IBy family trust(12)
Common Stock09/17/2026S781D$381.8573(10)500IBy family trust(12)
Common Stock09/17/2026S500D$382.686(11)0IBy family trust(12)
Common Stock314,580D
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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $372.07 to $373.04, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) - (11) to this Form 4.
2. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $373.09 to $373.88, inclusive.
3. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $374.17 to $375.16, inclusive.
4. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $375.18 to $376.17, inclusive.
5. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $376.20 to $377.18, inclusive.
6. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $377.22 to $378.19, inclusive.
7. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $378.25 to $379.245, inclusive.
8. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $379.25 to $380.18, inclusive.
9. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $380.32 to $381.16, inclusive.
10. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $381.39 to $382.19, inclusive.
11. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $382.44 to $382.95, inclusive.
12. Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
/s/ Jung Yeon Son, by power of attorney for James J. Goetz09/21/2026
** 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)

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