Form 4: Klarich Lee reports acquisition/exercise transactions in PANW

Rhea-AI Filing Summary

Klarich Lee reported acquisition or exercise transactions in a Form 4 filing for PANW. The filing lists transactions totaling 70 shares. Following the reported transactions, holdings were 640,070 shares.

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

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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^*

Klarich Lee

(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 Product & Tech Ofcr

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		70	A	(1)	640,070	I	See footnote(2)
Common Stock								298,887	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 reported securities were acquired as merger consideration in the acquisition of CyberArk Software Ltd. by Palo Alto Networks, Inc.

2. Shares are held by the Lee and Susan Klarich 2005 Trust, dated Dec. 5, 2005, for which the Reporting Person and his spouse serve as trustees.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Lee Klarich	02/17/2026
	** 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 insider transaction did Palo Alto Networks (PANW) report for Lee Klarich?

Palo Alto Networks reported that executive and director Lee Klarich indirectly acquired 70 shares of common stock on February 12, 2026. The acquisition was recorded as merger consideration related to Palo Alto Networks’ acquisition of CyberArk Software Ltd., rather than an open-market stock purchase.

How many Palo Alto Networks (PANW) shares does Lee Klarich hold after this Form 4?

After the reported transaction, Lee Klarich beneficially owned 640,070 shares of Palo Alto Networks common stock indirectly and 298,887 shares directly. The indirect holdings are through the Lee and Susan Klarich 2005 Trust, where he and his spouse serve as trustees.

What is the nature of the 70 Palo Alto Networks (PANW) shares acquired on February 12, 2026?

The 70 shares of Palo Alto Networks common stock were acquired as merger consideration in the acquisition of CyberArk Software Ltd. by Palo Alto Networks, Inc. This means the shares were issued as part of the deal terms, not bought on the open market.

How are Lee Klarich’s indirect Palo Alto Networks (PANW) holdings structured?

Klarich’s indirect holdings are held by the Lee and Susan Klarich 2005 Trust, dated December 5, 2005. He and his spouse serve as trustees of this trust, which beneficially owns 640,070 shares of Palo Alto Networks common stock following the reported transaction.

What role does Lee Klarich hold at Palo Alto Networks (PANW) in this Form 4?

In the filing, Lee Klarich is identified as both a director and an officer of Palo Alto Networks. His officer title is listed as EVP Chief Product & Tech Officer, indicating a senior leadership position overseeing products and technology at the company.

Was the reported Palo Alto Networks (PANW) insider transaction a purchase or a grant?

The transaction is coded as “A”, indicating a grant, award, or other acquisition rather than a traditional market purchase. The Form 4 notes that the 70 shares were received as merger consideration in the CyberArk Software Ltd. acquisition, with a per-share price of $0.0000.