Were Lee Klarich’s Palo Alto Networks share sales under a Rule 10b5-1 trading plan?

Yes. A footnote states that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by Lee Klarich on September 27, 2024, which is a pre-arranged trading plan for insider transactions.

Palo Alto Networks (NYSE: PANW) EVP Klarich Form 4 insider trades

Q: How many Palo Alto Networks shares did Lee Klarich acquire and at what exercise price?

He acquired 92,010 shares of common stock by exercising a stock option (right to buy) at an exercise price of $32.25 per share, with the option fully vested and exercisable at the time of the transaction.

Q: How many Palo Alto Networks shares did Lee Klarich sell on January 8, 2026, and at what prices?

On January 8, 2026, he sold blocks of 12,620 , 46,192 , 54,882 , 6,707 and 367 shares. The reported weighted average sale prices for these trades were $189.603, $190.692, $191.47, $192.381 and $193.161 per share, respectively.

Q: How many Palo Alto Networks shares does Lee Klarich own after these transactions?

Following the reported transactions, he directly owned 298,887 shares of Palo Alto Networks common stock. In addition, 640,000 shares were held indirectly through the Lee and Susan Klarich 2005 Trust , for which he and his spouse serve as trustees.

Q: How are the indirectly held Palo Alto Networks shares structured for Lee Klarich?

The filing reports 640,000 shares held indirectly by the Lee and Susan Klarich 2005 Trust, dated December 5, 2005 . A footnote explains that Lee Klarich and his spouse serve as trustees of this trust.

Q: What type of derivative security did Lee Klarich exercise in this Palo Alto Networks Form 4?

He exercised a stock option (right to buy) covering 92,010 shares of Palo Alto Networks common stock at an exercise price of $32.25 per share, and after the exercise, the number of options reported as beneficially owned for this grant was 0 .

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Palo Alto Networks Inc. executive and director Lee Klarich reported stock option exercises and share sales. On January 8, 2026, he exercised a stock option for 92,010 shares of common stock at an exercise price of $32.25 per share, converting the option into directly held stock.

On the same date, he sold 12,620, 46,192, 54,882, 6,707 and 367 Palo Alto Networks shares in multiple transactions at weighted average prices between about $189.603 and $193.161 per share, under a Rule 10b5-1 trading plan adopted on September 27, 2024. After these trades, he directly owned 298,887 common shares and indirectly held 640,000 shares through the Lee and Susan Klarich 2005 Trust, where he and his spouse serve as trustees.

Insider Trade Summary

Net Seller: 120,768 shares ($23,070,681)

Net Sell 8 txns

Insider Klarich Lee

Role EVP Chief Product & Tech Ofcr

Sold 120,768 shs ($23.07M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	92,010	$0.00	--
Exercise	Common Stock	92,010	$32.25	$2.97M
Sale	Common Stock	12,620	$189.603	$2.39M
Sale	Common Stock	46,192	$190.692	$8.81M
Sale	Common Stock	54,882	$191.47	$10.51M
Sale	Common Stock	6,707	$192.381	$1.29M
Sale	Common Stock	367	$193.161	$71K
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct); Common Stock — 419,655 shares (Direct); Common Stock — 640,000 shares (Indirect, See footnote)

Footnotes (1)

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. This sale price represents the weighted average sale price of the shares sold ranging from $189.065 to $190.06 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 $190.065 to $191.06 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. This sale price represents the weighted average sale price of the shares sold ranging from $191.065 to $192.06 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 $192.065 to $193.06 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 $193.085 to $193.21 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 Lee and Susan Klarich 2005 Trust, dated Dec. 5, 2005, for which the Reporting Person and his spouse serve as trustees. The shares subject to the option are fully vested and exercisable.

Form 4 Insider Transactions: What Each Field Means →

01/12/2026 - 04:30 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Klarich Lee

(Last)

(First)

(Middle)

C/O PALO ALTO NETWORKS INC.

3000 TANNERY WAY

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Palo Alto Networks Inc [ PANW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Chief Product & Tech Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/08/2026		M		92,010	A	$32.25	419,655	D
Common Stock	01/08/2026		S⁽¹⁾		12,620	D	$189.603⁽²⁾	407,035	D
Common Stock	01/08/2026		S⁽¹⁾		46,192	D	$190.692⁽³⁾	360,843	D
Common Stock	01/08/2026		S⁽¹⁾		54,882	D	$191.47⁽⁴⁾	305,961	D
Common Stock	01/08/2026		S⁽¹⁾		6,707	D	$192.381⁽⁵⁾	299,254	D
Common Stock	01/08/2026		S⁽¹⁾		367	D	$193.161⁽⁶⁾	298,887	D
Common Stock								640,000	I	See footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$32.25	01/08/2026		M			92,010	⁽⁸⁾	10/19/2025	Common Stock	92,010	$0	0	D

Explanation of Responses:

1. 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.

2. This sale price represents the weighted average sale price of the shares sold ranging from $189.065 to $190.06 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.

3. This sale price represents the weighted average sale price of the shares sold ranging from $190.065 to $191.06 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.

4. This sale price represents the weighted average sale price of the shares sold ranging from $191.065 to $192.06 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.

5. This sale price represents the weighted average sale price of the shares sold ranging from $192.065 to $193.06 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.

6. This sale price represents the weighted average sale price of the shares sold ranging from $193.085 to $193.21 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.

7. 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.

8. The shares subject to the option are fully vested and exercisable.

	/s/ Elizabeth Villalobos, Attorney-in-Fact for Lee Klarich	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Palo Alto Networks (PANW) EVP Lee Klarich report?

Lee Klarich, EVP Chief Product & Tech Officer and director of Palo Alto Networks (PANW), reported exercising a stock option for 92,010 shares of common stock and selling portions of those shares in multiple open-market transactions on January 8, 2026.

How many Palo Alto Networks shares did Lee Klarich acquire and at what exercise price?

He acquired 92,010 shares of common stock by exercising a stock option (right to buy) at an exercise price of $32.25 per share, with the option fully vested and exercisable at the time of the transaction.

How many Palo Alto Networks shares did Lee Klarich sell on January 8, 2026, and at what prices?

On January 8, 2026, he sold blocks of 12,620, 46,192, 54,882, 6,707 and 367 shares. The reported weighted average sale prices for these trades were $189.603, $190.692, $191.47, $192.381 and $193.161 per share, respectively.

How many Palo Alto Networks shares does Lee Klarich own after these transactions?

Following the reported transactions, he directly owned 298,887 shares of Palo Alto Networks common stock. In addition, 640,000 shares were held indirectly through the Lee and Susan Klarich 2005 Trust, for which he and his spouse serve as trustees.

How are the indirectly held Palo Alto Networks shares structured for Lee Klarich?

The filing reports 640,000 shares held indirectly by the Lee and Susan Klarich 2005 Trust, dated December 5, 2005. A footnote explains that Lee Klarich and his spouse serve as trustees of this trust.

What type of derivative security did Lee Klarich exercise in this Palo Alto Networks Form 4?

He exercised a stock option (right to buy) covering 92,010 shares of Palo Alto Networks common stock at an exercise price of $32.25 per share, and after the exercise, the number of options reported as beneficially owned for this grant was 0.