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Palo Alto Networks (NASDAQ: PANW) EVP sells 62,904 shares under plan

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Palo Alto Networks EVP Chief Product & Tech Officer Lee Klarich sold 62,904 shares of common stock on May 22, 2026 through multiple open-market trades priced around $250–$261 per share under a Rule 10b5-1 trading plan. Following these sales, he holds 235,983 shares directly and 640,070 shares indirectly through the Lee and Susan Klarich 2005 Trust.

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Insider Klarich Lee
Role EVP Chief Product & Tech Ofcr
Sold 62,904 shs ($16.27M)
Type Security Shares Price Value
Sale Common Stock 543 $250.032 $136K
Sale Common Stock 519 $251.196 $130K
Sale Common Stock 582 $251.943 $147K
Sale Common Stock 320 $253.249 $81K
Sale Common Stock 4,205 $254.848 $1.07M
Sale Common Stock 4,694 $255.584 $1.20M
Sale Common Stock 2,875 $256.597 $738K
Sale Common Stock 2,897 $257.633 $746K
Sale Common Stock 10,414 $258.704 $2.69M
Sale Common Stock 18,067 $259.617 $4.69M
Sale Common Stock 16,865 $260.619 $4.40M
Sale Common Stock 923 $261.25 $241K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 235,983 shares (Direct); Common Stock — 640,070 shares (Indirect, See footnote)
Footnotes (14)
  1. F1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
  2. F2. This sale price represents the weighted average sale price of the shares sold ranging from $249.74 to $250.685 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. F3. This sale price represents the weighted average sale price of the shares sold ranging from $250.79 to $251.57 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. F4. This sale price represents the weighted average sale price of the shares sold ranging from $251.815 to $252.55 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. F5. This sale price represents the weighted average sale price of the shares sold ranging from $252.88 to $253.81 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. F6. This sale price represents the weighted average sale price of the shares sold ranging from $254.10 to $255.09 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. F7. This sale price represents the weighted average sale price of the shares sold ranging from $255.11 to $256.085 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.
  8. F8. This sale price represents the weighted average sale price of the shares sold ranging from $256.11 to $257.09 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.
  9. F9. This sale price represents the weighted average sale price of the shares sold ranging from $257.15 to $258.11 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.
  10. F10. This sale price represents the weighted average sale price of the shares sold ranging from $258.155 to $259.15 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.
  11. F11. This sale price represents the weighted average sale price of the shares sold ranging from $259.155 to $260.15 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.
  12. F12. This sale price represents the weighted average sale price of the shares sold ranging from $260.16 to $261.15 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.
  13. F13. This sale price represents the weighted average sale price of the shares sold ranging from $261.16 to $261.395 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.
  14. F14. 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.
Shares sold 62,904 shares Total common stock sold on May 22, 2026
Sale price range $249.74–$261.395 per share Weighted average sale price ranges from footnotes
Direct holdings after sales 298,344 shares Common stock held directly after transactions
Indirect holdings 640,070 shares Common stock held by Lee and Susan Klarich 2005 Trust
Number of sale transactions 12 sales Non-derivative open-market sale entries on May 22, 2026
Trading plan adoption date December 11, 2025 Date Rule 10b5-1 trading plan was adopted
Rule 10b5-1 trading plan regulatory
"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person..."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average sale price financial
"This sale price represents the weighted average sale price of the shares sold ranging from..."
Form 4 regulatory
"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan..."
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
trustees financial
"for which the Reporting Person and his spouse serve as trustees."
Trustees are people or a small group legally appointed to hold and manage assets, documents, or obligations on behalf of others and must act in those beneficiaries’ best interests. Think of them as a neutral guardian or custodian who enforces rules, protects assets, and makes decisions that can affect payments, corporate governance, or recovery in a default — all of which directly influence investor returns and risk.
open-market sale financial
"Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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FAQ

What insider transaction did PANW executive Lee Klarich report on this Form 4?
Executive Lee Klarich reported selling 62,904 shares of Palo Alto Networks common stock in open-market transactions. The sales occurred on May 22, 2026, across multiple trades priced around $250–$261 per share, as disclosed in the Form 4 transaction summary and footnotes.

At what prices did Lee Klarich sell Palo Alto Networks (PANW) shares?
Klarich’s Form 4 shows weighted average sale prices for each trade, with footnotes indicating price ranges from about $249.74 to $261.395 per share. Each line item reflects a specific weighted average price within these ranges for the reported open-market sales.

How many Palo Alto Networks shares does Lee Klarich hold after these Form 4 sales?
After the reported sales, Klarich holds 298,344 Palo Alto Networks shares directly. He also has 640,070 shares held indirectly through the Lee and Susan Klarich 2005 Trust, where he and his spouse serve as trustees, according to the ownership and footnote disclosures.

Were Lee Klarich’s Palo Alto Networks stock sales made under a Rule 10b5-1 plan?
Yes. A Form 4 footnote states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 11, 2025. Such plans pre-schedule trades, indicating the timing reflects a pre-arranged program rather than a discretionary decision on that specific day.

How many individual sale transactions did the PANW Form 4 disclose for Lee Klarich?
The transaction summary reports 12 sale transactions of Palo Alto Networks common stock. Together these open-market sales total 62,904 shares on May 22, 2026, with each line in the non-derivative table showing a separate block of shares and corresponding weighted average sale price.

What indirect holdings does Lee Klarich report in Palo Alto Networks (PANW)?
Klarich reports 640,070 shares of Palo Alto Networks common stock held indirectly. A footnote explains these shares are owned by the Lee and Susan Klarich 2005 Trust, dated December 5, 2005, for which he and his spouse act as trustees overseeing the trust assets.
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).
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 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
EVP Chief Product & Tech Ofcr
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026		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 Stock05/22/2026S(1)543D$250.032(2)298,344D
Common Stock05/22/2026S(1)519D$251.196(3)297,825D
Common Stock05/22/2026S(1)582D$251.943(4)297,243D
Common Stock05/22/2026S(1)320D$253.249(5)296,923D
Common Stock05/22/2026S(1)4,205D$254.848(6)292,718D
Common Stock05/22/2026S(1)4,694D$255.584(7)288,024D
Common Stock05/22/2026S(1)2,875D$256.597(8)285,149D
Common Stock05/22/2026S(1)2,897D$257.633(9)282,252D
Common Stock05/22/2026S(1)10,414D$258.704(10)271,838D
Common Stock05/22/2026S(1)18,067D$259.617(11)253,771D
Common Stock05/22/2026S(1)16,865D$260.619(12)236,906D
Common Stock05/22/2026S(1)923D$261.25(13)235,983D
Common Stock640,070ISee footnote(14)
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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
2. This sale price represents the weighted average sale price of the shares sold ranging from $249.74 to $250.685 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 $250.79 to $251.57 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 $251.815 to $252.55 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 $252.88 to $253.81 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 $254.10 to $255.09 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. This sale price represents the weighted average sale price of the shares sold ranging from $255.11 to $256.085 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.
8. This sale price represents the weighted average sale price of the shares sold ranging from $256.11 to $257.09 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.
9. This sale price represents the weighted average sale price of the shares sold ranging from $257.15 to $258.11 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.
10. This sale price represents the weighted average sale price of the shares sold ranging from $258.155 to $259.15 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.
11. This sale price represents the weighted average sale price of the shares sold ranging from $259.155 to $260.15 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.
12. This sale price represents the weighted average sale price of the shares sold ranging from $260.16 to $261.15 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.
13. This sale price represents the weighted average sale price of the shares sold ranging from $261.16 to $261.395 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.
14. 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/ Sarah Tian, Attorney-in-Fact for Lee Klarich05/27/2026
** 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)

Source: View Original Filing on SEC EDGAR