PANW · Palo Alto Networks Inc · Insider Trading

On October 12, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on the Common Stock (the "Shares") of Palo Alto Networks, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $147.3 million in exchange for agreeing to deliver to the dealer up to 500,000 of the Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the closing price per share of the Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.

The number of Shares to be delivered (or equivalent cash) to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $342.38 (the "Floor Price"), the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $755.25 (the "Cap Price"), but greater than the Floor Price, a variable number of Shares equal to the Maximum Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price is greater than the Cap Price, a number of Shares equal to the product of (i) the Maximum Number of Shares and (ii) a fraction (A) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (B) the denominator of which is the Settlement Price

The Contract is expected to be settled in October 2029. Under the Contract, the Reporting Person pledged the Maximum Number of Shares to the dealer (the "Pledged Shares"). The Reporting Person retains beneficial ownership and voting rights of the Pledged Shares unless and until the Reporting Person proceeds to physically settle the Contract or there is an event of default or a termination event under the Contract.

See Exhibit 99 for an explanatory note discussing the rationale for entering into the Contract, the Reporting Person's equity holdings and tax obligations, and the Issuer's approval of the Contract. Capitalized terms used and not defined in the Exhibit have the meanings set forth in footnotes 1 through 3, as the case may be.

The Shares are held in the Aurora Trust, for which the Reporting Person serves as a trustee.

Shares are held by The Bawa Family Trust, for which the Reporting Person and her spouse serve as trustees.

Shares are held by The Bawa Family Trust, for which the Reporting Person and her spouse serve as trustees.

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.

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 previously reported restricted stock units.

The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2025.

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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 25, 2026.

This sale price represents the weighted average sale price of the shares sold ranging from $388.10 to $388.95 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.

Shares are held by The Bawa Family Trust, for which the Reporting Person and her spouse serve as trustees.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 25, 2026.

This sale price represents the weighted average sale price of the shares sold ranging from $391.17 to $392.16 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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 25, 2026.

This sale price represents the weighted average sale price of the shares sold ranging from 390.16 to 391.13 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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 25, 2026.

This sale price represents the weighted average sale price of the shares sold ranging from $394.49 to $395.42 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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 25, 2026.

This sale price represents the weighted average sale price of the shares sold ranging from $393.18 to $394.13 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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 25, 2026.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 25, 2026.

This sale price represents the weighted average sale price of the shares sold ranging from $389.16 to $390.15 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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 25, 2026.

This sale price represents the weighted average sale price of the shares sold ranging from $392.18 to $393.17 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.

Each share is represented by a Restricted Stock Unit ("RSU"). One-third (1/3) of the RSUs will vest on August 1 of 2027, 2028, and 2029, subject to the Reporting Person continuing to be a Service Provider through each vesting date.

The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $379.25 to $380.18, inclusive.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $382.44 to $382.95, inclusive.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $381.39 to $382.19, inclusive.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $380.32 to $381.16, inclusive.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $378.25 to $379.245, inclusive.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $376.20 to $377.18, inclusive.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $373.09 to $373.88, inclusive.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $377.22 to $378.19, inclusive.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $372.07 to $373.04, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) - (11) to this Form 4.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $375.18 to $376.17, inclusive.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $374.17 to $375.16, inclusive.

Shares held by the Reporting Person's family trust. The Reporting Person may be deemed to beneficially own the shares held by his family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

Shares are held by The Bawa Family Trust, for which the Reporting Person and her spouse serve as trustees.

Shares are held by The Bawa Family Trust, for which the Reporting Person and her spouse serve as trustees.

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 Restricted Stock Units.

The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2025.

Includes shares acquired by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan.

The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2025.

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 previously reported restricted stock units.

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 previously reported restricted stock units.

Shares are held by The Bawa Family Trust, for which the Reporting Person and her spouse serve as trustees.

The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2025.

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 previously reported restricted stock units.

Pursuant 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.

This 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.

Shares are held by The Bawa Family Trust, for which the Reporting Person and her spouse serve as trustees.

Shares are held by The Bawa Family Trust, for which the Reporting Person and her spouse serve as trustees.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2025.

This sale price represents the weighted average sale price of the shares sold ranging from $286.45 to $286.90 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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2025.

This sale price represents the weighted average sale price of the shares sold ranging from $289.54 to $290.46 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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2025.

This sale price represents the weighted average sale price of the shares sold ranging from $290.55 to $291.48 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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2025.

This sale price represents the weighted average sale price of the shares sold ranging from $291.83 to $291.86 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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2025.

This sale price represents the weighted average sale price of the shares sold ranging from $288.41 to $289.30 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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2025.

This sale price represents the weighted average sale price of the shares sold ranging from $284.44 to $285.27 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.

This sale price represents the weighted average sale price of the shares sold ranging from $290.005 to $290.24 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.

Shares are held by The Bawa Family Trust, for which the Reporting Person and her spouse serve as trustees.