Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Arora Nikesh 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) Chief Executive Officer (Last) (First) (Middle) C/O PALO ALTO NETWORKS INC., 3000 TANNERY WAY 3. Date of Earliest Transaction (Month/Day/Year) 10/12/2026 (Street) SANTA CLARA, CA 95054 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Variable Prepaid Forward (obligation to sell)

(1)(2)

10/12/2026

J/K(1)(2)(3)(4)

500,000

(1)(2)(3)(4)

(1)(2)(3)(4)

Common Stock

500,000(1)(2)(3)(4)

(1)(2)(3)(4)

2,093,369(1)(2)(3)(4)

I

See Footnote(5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Arora Nikesh C/O PALO ALTO NETWORKS INC. 3000 TANNERY WAY SANTA CLARA, CA 95054	X		Chief Executive Officer

Signatures

/s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora		10/14/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	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
(3)	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.
(4)	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.
(5)	The Shares are held in the Aurora Trust, for which the Reporting Person serves as a trustee.

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