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Insider transaction summary: William D. Jenkins Jr., an officer of Palo Alto Networks Inc. (PANW), reported transactions dated 08/20/2025 related to restricted stock units that vested and were deferred under the company's Deferred Compensation Plan. He disposed of 3,828 common shares for $0 as part of the deferral election, and 3,828 phantom stock units were recorded representing rights to one share each. Following the filing, he directly owns 7,533 shares of common stock and beneficially owns 283,067 phantom shares that are scheduled to be released on or about January 31, 2027.
Josh D. Paul, Chief Accounting Officer of Palo Alto Networks Inc. (PANW), reported two transactions dated 08/21/2025. The company withheld 1,528 shares to satisfy tax withholding related to vesting and net settlement of previously reported restricted stock units; this withholding is explicitly not a sale and occurred at a per-share value of $184.43. Separately, Mr. Paul sold 700 shares at $184.20 pursuant to a Rule 10b5-1 trading plan adopted on October 1, 2024. After these transactions, the reporting person beneficially owned 37,723 shares. The Form 4 was signed by an attorney-in-fact on 08/22/2025.
Palo Alto Networks (PANW) notice of proposed sale under Rule 144. The filer intends to sell 2,800 shares of common stock through Morgan Stanley Smith Barney, with an aggregate market value of $516,404.00 based on the filing. The filing reports 666,800,000 shares outstanding and an approximate sale date of 08/21/2025. The securities were reported as acquired as Restricted Stock Units on 08/21/2025, with payment noted the same date. The notice also discloses two prior 10b5-1 sales by the same person: 800 shares on 06/20/2025 for $160,840.00 and 600 shares on 07/01/2025 for $122,400.00. The filer attests to no undisclosed material information.
Nir Zuk, EVP, Chief Technology Officer and director of Palo Alto Networks (PANW), reported the sale of 100,000 shares of common stock in multiple tranches on 08/01/2025. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on January 9, 2025. Reported tranche prices ranged approximately from $168.44 to $175.89 per share, with weighted-average prices disclosed by tranche. Following these disposals the reporting person beneficially owned 3,143,516 shares, and the Form 4 shows stepwise post-transaction holdings from 3,235,816 down to 3,143,516. No derivative securities were reported on this Form 4.
On 30 July 2025, Palo Alto Networks, Inc. ("PANW") filed a Form 8-K announcing it has signed an Agreement and Plan of Merger with CyberArk Software Ltd. Under the deal, an Israeli subsidiary of PANW ("Merger Sub") will merge with CyberArk, after which CyberArk will survive as a wholly owned PANW subsidiary.
The company furnished an investor presentation (Exhibit 99.1) under Item 7.01 and a joint press release with CyberArk (Exhibit 99.2) under Item 8.01. The filing includes forward-looking statements citing expected benefits and synergies but emphasises numerous risks: regulatory and shareholder approvals, integration challenges, potential termination events, personnel retention, and market reactions. No financial terms, consideration, or expected closing date were disclosed.
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