Nikesh Arora - Mar 5, 2025 Form 4 Insider Report for Palo Alto Networks Inc (PANW)

Role
Chief Executive Officer, Director
Signature
/s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora
Stock symbol
PANW
Transactions as of
Mar 5, 2025
Transactions value $
-$10,385,307
Form type
4
Date filed
3/7/2025, 04:30 PM
Previous filing
Mar 5, 2025
Next filing
Apr 3, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PANW Common Stock Options Exercise $2.31M +69.9K +6.44% $33.08 1.16M Mar 5, 2025 Direct
transaction PANW Common Stock Sale -$4.06M -22.5K -1.94% $180.71 1.13M Mar 5, 2025 Direct F1, F2
transaction PANW Common Stock Sale -$4.82M -26.5K -2.34% $181.55 1.11M Mar 5, 2025 Direct F1, F3
transaction PANW Common Stock Sale -$3.81M -20.9K -1.88% $182.48 1.09M Mar 5, 2025 Direct F1, F4
transaction PANW Common Stock Sale -$14.6K -80 -0.01% $183.12 1.09M Mar 5, 2025 Direct F1
transaction PANW Common Stock Disposed to Issuer $0 -42.6K -3.92% $0.00 1.04M Mar 7, 2025 Direct F5
holding PANW Common Stock 32K Mar 5, 2025 See footnote F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PANW Stock Option (right to buy) Options Exercise $0 -69.9K -4.1% $0.00 1.63M Mar 5, 2025 Common Stock 69.9K $33.08 Direct F7
transaction PANW Phantom Stock Award $0 +42.6K +2.52% $0.00 1.73M Mar 7, 2025 Common Stock 42.6K Direct F5, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person that became effective March 27, 2024.
F2 This sale price represents the weighted average sale price of the shares sold ranging from $180.10 to $181.095 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.
F3 This sale price represents the weighted average sale price of the shares sold ranging from $181.10 to $182.095 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.
F4 This sale price represents the weighted average sale price of the shares sold ranging from $182.10 to $183.095 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.
F5 In connection with the vesting of previously reported restricted stock units, the Reporting Person elected to defer these shares pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan").
F6 Shares are held by Bacchey Investments L.P., of which Bacchey Management LLC (the "LLC") is the General Partner. The Reporting Person is the manager of the LLC. The sole member of the LLC is the Aurora Trust, for which the Reporting Person serves as a trustee.
F7 The shares subject to the option are fully vested and exercisable.
F8 Pursuant to the Deferred Compensation Plan, each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer. The common stock shares will be released on or about January 31, 2027.