SEC Form 4 · accession 0001468233-26-000009
Palo Alto Networks Inc · PANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nikesh Arora
Officer — Chief Executive Officer · Director
Period of report
Jun 30, 2026
Accepted (ET)
Jul 2, 2026 · 9:00 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001327567
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF1 | — | Jun 30, 2026 | I | 865,090 | D | — | — | Common Stock | 865,090 | 2,093,369 | D |
Explanation of responses
- F1Pursuant 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.
- F2This 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.