Nikesh Arora - Oct 18, 2023 Form 4 Insider Report for Palo Alto Networks Inc (PANW)

Role: Chief Executive Officer, Director
Signature: /s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora
Stock symbol: PANW
Transactions as of: Oct 18, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/23/2023, 05:42 PM
Previous filing: Sep 8, 2023
Next filing: Nov 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PANW	Common Stock	Award	$0	+106K	+11.48%	$0.00	1.03M	Oct 18, 2023	Direct	F1
transaction	PANW	Common Stock	Disposed to Issuer	$0	-160K	-15.59%	$0.00	866K	Oct 20, 2023	Direct	F2
holding	PANW	Common Stock						16K	Oct 18, 2023	See footnote	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PANW	Phantom Stock	Award		+160K	+59.92%		427K	Oct 20, 2023	Common Stock	160K		Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share is represented by a performance-based restricted stock unit ("PSU"). The number of shares acquired represents the achievement of performance conditions, as certified by the Issuer's Compensation Committee on October 18, 2023, with respect to PSUs granted to the Reporting Person on August 20, 2021. The PSUs vest on October 20, 2023, subject to the Reporting Person continuing to be a Service Provider through that vesting date.
F2	In connection with the vesting of PSUs, the Reporting Person elected to defer these shares pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan").
F3	Shares are held by Bacchey Investments L.P., of which Bacchey Management LLC (the "LLC") is the General Partner. The Reporting Person is the manager of the LLC. The sole member of the LLC is the Aurora Trust, for which the Reporting Person serves as a trustee.
F4	Pursuant to the Deferred Compensation Plan, each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer. The common stock shares will be released on or about January 31, 2027.