Palo Alto Networks President Acquires 264K Shares via PSU Vesting, Sells 18.2K Under 10b5-1 Plan

Executive Summary

On November 3, 2026, William D. Jenkins Jr., President of Palo Alto Networks Inc ($PANW), filed a Form 4 disclosing significant equity transactions occurring on November 1 and November 2, 2026. The primary event was the vesting and settlement of 264,195 performance-based restricted stock units (PSUs). To satisfy mandatory tax withholding obligations, 139,000 shares were withheld by the issuer at $365.87 per share. Subsequently, on November 2, 2026, Mr. Jenkins executed scheduled open-market sales totaling 18,222 shares pursuant to a pre-established Rule 10b5-1 trading plan.

Transaction Breakdown

• PSU Vesting (Code A): 264,195 shares of Common Stock vested on November 1, 2026, following certification of performance milestones by the Compensation and People Committee.
• Tax Withholding (Code F): 139,000 shares withheld at $365.87 per share, totaling approximately $50.85M in statutory tax satisfaction.
• Rule 10b5-1 Sales (Code S): 18,222 shares sold across 16 discrete price brackets on November 2, 2026, at weighted average prices ranging from $351.46 to $366.86, generating aggregate gross proceeds of approximately $6.56M.

Ownership Impact & Significance

Prior to these transactions, Mr. Jenkins held approximately 148,358 shares. Following the vesting, tax withholding, and secondary market sales, his direct ownership increased to 255,331 shares—a net expansion of his direct equity position by over 72%. Because the open-market sales were conducted pursuant to a Rule 10b5-1 plan adopted on June 28, 2026, and represent a modest fraction of the newly vested equity, this filing reflects routine compensation realization rather than a discretionary bearish posture.