Palo Alto (PANW) 4: $147.3M prepaid share forward (Oct 14, 2026)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-10-12 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: Palo Alto Networks Inc (PANW) CIK: 0001327567 --- Reporting Owner --- Name: Arora Nikesh CIK: 0001468233 Role: Director, Officer (Chief Executive Officer) --- Derivative Transactions --- [Transaction #1] Security: Variable Prepaid Forward (obligation to sell) Date: 2026-10-12 | Code: J (Other acquisition/disposition) Shares: -500,000 Shares Owned After: 2,093,369 | Ownership: I (Indirect) | Nature: See Footnote Footnotes: [F1] 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. [F2] 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 [F1] 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. [F2] 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 [F3] 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. [F4] 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. [F1] 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. [F2] 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 [F3] 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. [F4] 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. [F1] 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. [F2] 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 [F3] 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. [F4] 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. [F1] 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. [F2] 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 [F3] 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. [F4] 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. [F1] 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. [F2] 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 [F3] 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. [F4] 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. [F1] 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. [F2] 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 [F3] 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. [F4] 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. [F5] The Shares are held in the Aurora Trust, for which the Reporting Person serves as a trustee. --- Footnotes (Complete Index) --- F1: 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. F2: 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 F3: 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. F4: 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. F5: The Shares are held in the Aurora Trust, for which the Reporting Person serves as a trustee. --- Signature --- /s/ /s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora (2026-10-14)