Lee Klarich - Nov 1, 2025 Form 4 Insider Report for Palo Alto Networks Inc (PANW)

Role
EVP Chief Product & Tech Ofcr, Director
Signature
/s/ Elizabeth Villalobos, Attorney-in-Fact for Lee Klarich
Stock symbol
PANW
Transactions as of
Nov 1, 2025
Transactions value $
-$74,462,451
Form type
4
Date filed
11/4/2025, 06:14 PM
Previous filing
Oct 7, 2025
Next filing
Dec 4, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Klarich Lee EVP Chief Product & Tech Ofcr, Director C/O PALO ALTO NETWORKS INC., 3000 TANNERY WAY, SANTA CLARA /s/ Elizabeth Villalobos, Attorney-in-Fact for Lee Klarich 2025-11-04 0001682260

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PANW Common Stock Award $0 +468K +313.72% $0.00 617K Nov 1, 2025 Direct F1
transaction PANW Common Stock Tax liability -$51.1M -232K -37.6% $220.24 385K Nov 1, 2025 Direct F2
transaction PANW Common Stock Options Exercise $2.97M +92K +23.89% $32.25 477K Nov 3, 2025 Direct
transaction PANW Common Stock Sale -$1.81M -8.37K -1.75% $215.88 469K Nov 3, 2025 Direct F3, F4
transaction PANW Common Stock Sale -$4.38M -20.2K -4.31% $216.75 449K Nov 3, 2025 Direct F3, F5
transaction PANW Common Stock Sale -$9.92M -45.5K -10.15% $218.00 403K Nov 3, 2025 Direct F3, F6
transaction PANW Common Stock Sale -$9.43M -43.1K -10.69% $218.69 360K Nov 3, 2025 Direct F3, F7
transaction PANW Common Stock Sale -$781K -3.55K -0.99% $219.76 356K Nov 3, 2025 Direct F3, F8
transaction PANW Common Stock Sale -$6.61K -30 -0.01% $220.40 356K Nov 3, 2025 Direct F3
holding PANW Common Stock 690K Nov 1, 2025 See footnote F9

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 -92K -33.33% $0.00 184K Nov 3, 2025 Common Stock 92K $32.25 Direct F10
* 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 number of shares acquired represents the number of shares that vested, effective on November 1, 2025, under certain performance-based restricted stock units granted to the Reporting Person on August 23, 2022 ("PSUs"). The Issuer's Compensation and People Committee certified the achievement of the performance conditions under the PSUs effective as of November 1, 2025.
F2 This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of PSUs.
F3 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.
F4 This sale price represents the weighted average sale price of the shares sold ranging from $215.37 to $216.365 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 This sale price represents the weighted average sale price of the shares sold ranging from $216.37 to $217.345 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.
F6 This sale price represents the weighted average sale price of the shares sold ranging from $217.37 to $218.365 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.
F7 This sale price represents the weighted average sale price of the shares sold ranging from $218.37 to $219.34 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.
F8 This sale price represents the weighted average sale price of the shares sold ranging from $219.37 to $220.31 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.
F9 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.
F10 The shares subject to the option are fully vested and exercisable.