Palo Alto Networks (PANW) director has 345 RSU shares withheld for taxes

Rhea-AI Filing Summary

Palo Alto Networks Inc director Helle Thorning-Schmidt reported a tax-related share disposition. On March 1, 2026, 345 shares of common stock at $148.92 per share were withheld by the company to cover income tax obligations from vested restricted stock units, leaving her with 6,809 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

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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^*

Thorning-Schmidt Helle

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		F(1)		345	D	$148.92	6,809	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. 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 Restricted Stock Units.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Helle Thorning-Schmidt	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Palo Alto Networks (PANW) director Helle Thorning-Schmidt report?

Helle Thorning-Schmidt reported a tax-related disposition of shares. On March 1, 2026, 345 Palo Alto Networks common shares were withheld by the company to satisfy income tax obligations from vesting restricted stock units, rather than sold in an open-market transaction.

How many Palo Alto Networks (PANW) shares were withheld for taxes in this Form 4?

The Form 4 shows that 345 common shares were withheld. Palo Alto Networks retained these shares at $148.92 per share to meet income tax and withholding obligations tied to the vesting and net settlement of restricted stock units awarded to the director.

Did Helle Thorning-Schmidt sell Palo Alto Networks (PANW) shares on the market?

No, the filing specifies this was not a sale of shares. Instead, Palo Alto Networks withheld 345 vested shares to cover income tax and withholding obligations related to restricted stock units, a common administrative step rather than an open-market transaction by the director.

How many Palo Alto Networks (PANW) shares does Helle Thorning-Schmidt hold after this transaction?

After the tax-withholding disposition, she directly holds 6,809 common shares. This figure reflects her remaining ownership following the company’s retention of 345 shares to satisfy income tax obligations from the vesting and net settlement of restricted stock units.

What was the price per Palo Alto Networks (PANW) share used for the tax withholding?

The withholding transaction used a price of $148.92 per share. At this price, Palo Alto Networks retained 345 common shares to meet its income tax, withholding, and remittance obligations associated with the director’s vesting restricted stock units.