Palo Alto SEC Filings

Palo Alto Networks (PANW) and CyberArk have agreed to a merger in which Qatalyst Partners valued the implied notional consideration at $495.00 per CyberArk ordinary share based on PANW's $204.50 closing price on July 28, 2025. The proxy/prospectus describes an all-stock transaction structure with specified exchange mechanics, treatment of vested and unvested options, RSUs and PSUs, and withholding for applicable taxes, including potential Israeli tax withholding unless valid tax certificates or rulings are obtained.

The filing describes required shareholder approvals at a CyberArk special general meeting, various regulatory clearances and customary closing conditions, potential substantial non-recurring transaction costs, reverse termination fee mechanics and non-solicitation and standstill provisions. Qatalyst presented DCF and comparables analyses implying a CyberArk per-share valuation range and noted management projections that were not reconciled to GAAP.

Palo Alto Networks, Inc. filed an 8-K describing material developments and listing risks tied to its business, partnerships and an identified counterparty, CyberArk. The filing warns of legal proceedings, global market and geopolitical shifts, and risks from product development and commercialization, including offerings that leverage AI. It notes potential changes in the fair value of contingent consideration liabilities from acquisitions and highlights execution risks from growth and strategic initiatives. The filing directs investors to both companies' websites and investor relations contacts for copies of SEC submissions.

Nikesh Arora, CEO and Director of Palo Alto Networks (PANW), reported option exercise and multiple open-market sales on 09/23/2025. He exercised a stock option with a $33.0834 exercise price for 846,408 shares, which were listed as acquired. The filing shows a series of disposals that same date totaling 947,903 shares sold at weighted-average prices ranging from about $202.28 to $208.49 per share across several tranches. After these transactions, Arora beneficially owned between 275,013 and 1,121,421 shares depending on the line item and held additional shares indirectly through trusts and investment vehicles noted in the filing.

Dipak Golechha, EVP and Chief Financial Officer of Palo Alto Networks (PANW), reported insider sales executed on 09/23/2025 under a Rule 10b5-1 trading plan adopted January 6, 2025. The filings show five separate dispositions totaling 5,000 shares sold at weighted average prices ranging roughly from $202.42 to $207.14 per share, with reported per-line weighted averages between $203.01 and $206.81. Following these sales, the filing shows the reporting person beneficially owns 96,135 shares. The Form 4 was signed by an attorney-in-fact on 09/24/2025.

Palo Alto Networks Inc. (PANW) Form 4 shows that Josh D. Paul, Chief Accounting Officer, had 1,964 shares withheld on 09/20/2025 at a price of $208.19 per share. The filing clarifies this was not an open-market sale but shares withheld by the issuer to satisfy income tax and withholding obligations tied to the vesting and net settlement of previously reported restricted stock units. After the withholding, Mr. Paul beneficially owns 33,174 shares. The form was signed by an attorney-in-fact on 09/23/2025.

Palo Alto Networks Inc (PANW): This Form 144 notifies the proposed sale of 5,000 common shares through Morgan Stanley Smith Barney LLC on 09/23/2025 with an aggregate market value of $1,040,900.00. The filing states the shares originated from awards granted on 09/20/2024: 808 Restricted Stock Units and 4,192 Performance Stock Units, both issued by the company, with no cash payment required at acquisition. The filer reports no securities sold in the past three months and affirms no undisclosed material adverse information.

Palo Alto Networks (PANW) Form 144 notice: An individual proposes to sell 846,408 shares of common stock on 09/23/2025 through Morgan Stanley Smith Barney LLC on NASDAQ. The filing lists an aggregate market value of $176,205,217.44 and total outstanding shares of 668,900,000. The shares were acquired by exercise of stock options on the same date and paid in cash. The filer certifies they are not aware of undisclosed material adverse information and indicates no securities were sold by the filer in the prior three months.

Lee Klarich, a director and the EVP Chief Product & Technology Officer of Palo Alto Networks Inc (PANW), filed a Form 4 reporting insider transactions dated 09/18/2025. The filing shows a transaction coded G disposing of 50,000 shares of Common Stock at a reported price of $0, with 690,000 shares listed as beneficially owned indirectly following the transaction. A separate line in the filing lists 177,954 shares with direct ownership indicated. The filer notes in a footnote that the shares are held by the Klarich 2005 Trust, for which the reporting person and his spouse serve as trustees. The form was signed by an attorney-in-fact on 09/19/2025.

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.