Palo Alto Networks Form 4: Klarich 10b5-1 Sales and Option Exercise

Rhea-AI Filing Summary

Lee Klarich, EVP Chief Product & Tech Officer and director at Palo Alto Networks (PANW), reported multiple transactions on Form 4. On 09/03/2025 he exercised 92,010 stock options with an exercise price of $32.25, resulting in the acquisition of 92,010 shares. On the same date he sold a series of shares under a Rule 10b5-1 plan adopted on 09/27/2024: 2,282; 5,544; 50,699; 61,600; and 649 shares at weighted-average prices ranging from about $188.16 up to $192.31 per share. Following these transactions his reported direct beneficial ownership figures include 177,954 shares (direct) and 740,000 shares held indirectly by the Klarich 2005 Trust for which he and his spouse are trustees. The exercised options are fully vested and exercisable.

Insights

Securities Analyst

TL;DR: Insider exercised vested options and sold a material block under a pre-existing 10b5-1 plan; transactions appear executed under plan terms.

The reporting shows an option exercise of 92,010 shares at a $32.25 exercise price and contemporaneous sales totaling 120,774 shares executed under a Rule 10b5-1 plan adopted 09/27/2024. The sale prices are reported as weighted-average ranges between approximately $188.16 and $192.31 per share. This combination of exercise and sales is commonly used to satisfy tax and liquidity needs while preserving ownership via an indirect trust stake of 740,000 shares. For investors, the activity is notable for size but is disclosed as plan-driven rather than ad hoc trading.

Corporate Governance Expert

TL;DR: Governance disclosure is clear—sales were under a 10b5-1 plan and indirect holdings are disclosed via a family trust.

The Form 4 identifies the reporting person as both an officer and director and explicitly states that sales were effected pursuant to a Rule 10b5-1 trading plan. The filing discloses indirect ownership through the Klarich 2005 Trust with the reporting person and spouse as trustees, which clarifies potential control and alignment considerations. Signatory and explanatory footnotes provide the weighted-average price ranges and offer to provide per-price breakdowns upon request, supporting transparency.

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).

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^*

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)
09/03/2025

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	09/03/2025		M		92,010	A	$32.25	298,728	D
Common Stock	09/03/2025		S(1)		2,282	D	$188.604(2)	296,446	D
Common Stock	09/03/2025		S(1)		5,544	D	$189.757(3)	290,902	D
Common Stock	09/03/2025		S(1)		50,699	D	$190.797(4)	240,203	D
Common Stock	09/03/2025		S(1)		61,600	D	$191.571(5)	178,603	D
Common Stock	09/03/2025		S(1)		649	D	$192.223(6)	177,954	D
Common Stock								740,000	I	See footnote(7)

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
Stock Option (right to buy)	$32.25	09/03/2025		M			92,010	(8)	10/19/2025	Common Stock	92,010	$0	368,040	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 27, 2024.

2. This sale price represents the weighted average sale price of the shares sold ranging from $188.155 to $189.035 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

3. This sale price represents the weighted average sale price of the shares sold ranging from $189.175 to $190.165 per share. Upon request by the Commission staff, the Issuer, or a security holder of the 1Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. This sale price represents the weighted average sale price of the shares sold ranging from $190.175 to $191.17 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

5. This sale price represents the weighted average sale price of the shares sold ranging from $191.18 to $192.175 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

6. This sale price represents the weighted average sale price of the shares sold ranging from $192.18 to $192.31 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

7. Shares are held by the Klarich 2005 Trust, for which the Reporting Person and his spouse serve as trustees.

8. The shares subject to the option are fully vested and exercisable.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Lee Klarich	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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