07/02/2026 | Press release | Distributed by Public on 07/02/2026 19:00
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | (1) | 06/30/2026 | I(2) | 865,090 | (1) | (1) | Common Stock | 865,090 | $ 0 | 2,093,369 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Arora Nikesh C/O PALO ALTO NETWORKS INC. 3000 TANNERY WAY SANTA CLARA, CA 95054 |
X | Chief Executive Officer | ||
| /s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora | 07/02/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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. |
| (2) | 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. |