PANW CEO reallocates 865K phantom shares in plan

Palo Alto Networks CEO Nikesh Arora reported an internal reallocation of 865,090 shares of phantom stock under the company’s Deferred Compensation Plan.

Rhea-AI Filing Summary

Palo Alto Networks CEO Nikesh Arora reported an internal reallocation of 865,090 shares of phantom stock under the company’s Deferred Compensation Plan. Each phantom share represents the right to receive one share of common stock.

The filing clarifies this is not an open market sale but a discretionary transaction permitted under Rule 16b-3(f). Distributions of the related common stock are scheduled in tranches around February 2028 and February 2036. After this change, Arora continues to hold a large equity stake, including the phantom stock in the plan and 726,542 shares of common stock.

Insider Trade Summary

Discretionary: 865,090 shares

Discretionary 1 txn

Insider Arora Nikesh

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Discretionary	Phantom Stock	865,090	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 2,093,369 contracts (Direct)

Footnotes (2)

1. F1. Pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "DCP"), each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer.
2. F2. This transaction does not constitute an open market sale of shares. This disposition reflects the Reporting Person's election to change the investment allocation within the DCP, which is an internal reallocation permitted under the terms of the DCP and exempt from Section 16(b) pursuant to Rule 16b-3(f). All distributions will be made in shares of the Issuer's common stock, and a portion will be released on or about February 2028 and another portion will be released on or about February 2036. Following this transaction, the Reporting Person maintains a significant equity position in the Issuer, including the shares of phantom stock held in the DCP reported herein and 726,542 shares of common stock.

Key Figures

Phantom stock reallocated: 865,090 shares Phantom stock after transaction: 2,093,369 shares Common stock held: 726,542 shares +2 more

5 metrics

Phantom stock reallocated 865,090 shares Discretionary transaction under Rule 16b-3(f)

Phantom stock after transaction 2,093,369 shares Total phantom stock following transaction

Common stock held 726,542 shares Common stock position maintained by CEO

First distribution date February 2028 Portion of phantom stock paid in common shares

Second distribution date February 2036 Remaining portion of phantom stock paid in shares

Key Terms

Phantom Stock, Deferred Compensation Plan, Rule 16b-3(f), Section 16(b)

4 terms

Phantom Stock financial

"each share of phantom stock represents the Reporting Person's right to receive one share"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Deferred Compensation Plan financial

"Pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "DCP")"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

Rule 16b-3(f) regulatory

"exempt from Section 16(b) pursuant to Rule 16b-3(f)"

Section 16(b) regulatory

"exempt from Section 16(b) pursuant to Rule 16b-3(f)"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

FAQ

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

What did Palo Alto Networks (PANW) CEO Nikesh Arora report in this Form 4?

Nikesh Arora reported a discretionary reallocation of 865,090 phantom stock shares in a deferred compensation plan. This internal move changes investment allocation within the plan but does not involve open market buying or selling of Palo Alto Networks common stock.

Does Nikesh Arora’s recent PANW Form 4 show an open market sale of shares?

No, the Form 4 explicitly states the transaction does not constitute an open market sale. It reflects an internal change in investment allocation within Palo Alto Networks’ Deferred Compensation Plan, exempt from Section 16(b) under Rule 16b-3(f).

How many phantom stock shares did Nikesh Arora reallocate in the PANW deferred plan?

He reallocated 865,090 shares of phantom stock within Palo Alto Networks’ Deferred Compensation Plan. Each phantom share corresponds to one share of common stock, so this number indicates the same count of underlying common shares tied to the deferred compensation arrangement.

What equity position does Nikesh Arora maintain in Palo Alto Networks after this transaction?

Following this transaction, the CEO maintains a significant equity position in Palo Alto Networks. This includes the phantom stock reported in the plan and 726,542 shares of common stock held outside the plan, indicating substantial ongoing ownership.

When will shares from Nikesh Arora’s Palo Alto Networks phantom stock be distributed?

Distributions tied to the phantom stock will be made in Palo Alto Networks common shares. According to the filing, one portion is expected to be released around February 2028 and another portion around February 2036, following the deferred compensation schedule.

What is the nature of the discretionary transaction reported by PANW’s CEO?

The filing describes it as a discretionary transaction under Rule 16b-3(f), changing investment allocation inside the Deferred Compensation Plan. It is categorized as a derivative transaction involving phantom stock and is exempt from short-swing profit rules under Section 16(b).

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

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Accepted by SEC EDGAR 07/02/2026 - 09:00 PM Learn about SEC filing dates

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

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^*

Arora Nikesh

(Last) (First) (Middle)

C/O PALO ALTO NETWORKS INC.

3000 TANNERY WAY

(Street)

SANTA CLARA CALIFORNIA 95054

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price

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
Phantom Stock	(1)	06/30/2026		I(2)			865,090	(1)	(1)	Common Stock	865,090	$0	2,093,369	D

Explanation of Responses:

1. Pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "DCP"), each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer.

2. This transaction does not constitute an open market sale of shares. This disposition reflects the Reporting Person's election to change the investment allocation within the DCP, which is an internal reallocation permitted under the terms of the DCP and exempt from Section 16(b) pursuant to Rule 16b-3(f). All distributions will be made in shares of the Issuer's common stock, and a portion will be released on or about February 2028 and another portion will be released on or about February 2036. Following this transaction, the Reporting Person maintains a significant equity position in the Issuer, including the shares of phantom stock held in the DCP reported herein and 726,542 shares of common stock.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)