=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-05-22
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Palo Alto Networks Inc (PANW)
CIK: 0001327567
--- Reporting Owner ---
Name: Klarich Lee
CIK: 0001682260
Role: Director, Officer (EVP Chief Product & Tech Ofcr)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -543 | Price: $250.03
Total Value: $135,767.38
Shares Owned After: 298,344 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F2] This sale price represents the weighted average sale price of the shares sold ranging from $249.74 to $250.685 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.
[Transaction #2]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -519 | Price: $251.20
Total Value: $130,370.72
Shares Owned After: 297,825 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F3] This sale price represents the weighted average sale price of the shares sold ranging from $250.79 to $251.57 per share. Upon request by the Commission staff, the Issuer, or a security holder of the 1Issuer, 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.
[Transaction #3]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -582 | Price: $251.94
Total Value: $146,630.83
Shares Owned After: 297,243 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F4] This sale price represents the weighted average sale price of the shares sold ranging from $251.815 to $252.55 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.
[Transaction #4]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -320 | Price: $253.25
Total Value: $81,039.68
Shares Owned After: 296,923 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F5] This sale price represents the weighted average sale price of the shares sold ranging from $252.88 to $253.81 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.
[Transaction #5]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -4,205 | Price: $254.85
Total Value: $1,071,635.84
Shares Owned After: 292,718 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F6] This sale price represents the weighted average sale price of the shares sold ranging from $254.10 to $255.09 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.
[Transaction #6]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -4,694 | Price: $255.58
Total Value: $1,199,711.30
Shares Owned After: 288,024 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F7] This sale price represents the weighted average sale price of the shares sold ranging from $255.11 to $256.085 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.
[Transaction #7]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -2,875 | Price: $256.60
Total Value: $737,716.38
Shares Owned After: 285,149 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F8] This sale price represents the weighted average sale price of the shares sold ranging from $256.11 to $257.09 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.
[Transaction #8]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -2,897 | Price: $257.63
Total Value: $746,362.80
Shares Owned After: 282,252 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F9] This sale price represents the weighted average sale price of the shares sold ranging from $257.15 to $258.11 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.
[Transaction #9]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -10,414 | Price: $258.70
Total Value: $2,694,143.46
Shares Owned After: 271,838 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F10] This sale price represents the weighted average sale price of the shares sold ranging from $258.155 to $259.15 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.
[Transaction #10]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -18,067 | Price: $259.62
Total Value: $4,690,500.34
Shares Owned After: 253,771 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F11] This sale price represents the weighted average sale price of the shares sold ranging from $259.155 to $260.15 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.
[Transaction #11]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -16,865 | Price: $260.62
Total Value: $4,395,339.43
Shares Owned After: 236,906 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F12] This sale price represents the weighted average sale price of the shares sold ranging from $260.16 to $261.15 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.
[Transaction #12]
Security: Common Stock
Date: 2026-05-22 | Code: S (Open market sale)
Shares: -923 | Price: $261.25
Total Value: $241,133.75
Shares Owned After: 235,983 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
[F13] This sale price represents the weighted average sale price of the shares sold ranging from $261.16 to $261.395 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.
--- Holdings ---
[Holding #1]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F14] 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.
--- Footnotes (Complete Index) ---
F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025.
F10: This sale price represents the weighted average sale price of the shares sold ranging from $258.155 to $259.15 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.
F11: This sale price represents the weighted average sale price of the shares sold ranging from $259.155 to $260.15 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.
F12: This sale price represents the weighted average sale price of the shares sold ranging from $260.16 to $261.15 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.
F13: This sale price represents the weighted average sale price of the shares sold ranging from $261.16 to $261.395 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.
F14: 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.
F2: This sale price represents the weighted average sale price of the shares sold ranging from $249.74 to $250.685 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 $250.79 to $251.57 per share. Upon request by the Commission staff, the Issuer, or a security holder of the 1Issuer, 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 $251.815 to $252.55 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 $252.88 to $253.81 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 $254.10 to $255.09 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 $255.11 to $256.085 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 $256.11 to $257.09 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: This sale price represents the weighted average sale price of the shares sold ranging from $257.15 to $258.11 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.
--- Signature ---
/s/ /s/ Sarah Tian, Attorney-in-Fact for Lee Klarich (2026-05-27)
