Form 4: Palo Alto Networks Director John Donovan Acquires Shares

Palo Alto Networks Director John Donovan acquired 2,516 shares of common stock through Restricted Stock Units, executed under a Rule 10b5-1 plan.

Summary

• John Donovan, a Director at Palo Alto Networks Inc. (PANW), acquired 2,516 shares of common stock.
• The acquisition occurred on December 9, 2025, and was made pursuant to a Rule 10b5-1 plan.
• These shares are represented by Restricted Stock Units (RSUs) with a grant price of $0.
• The RSUs will vest in equal quarterly increments over a one-year period, contingent on Mr. Donovan's continued service.
• Following this transaction, Mr. Donovan directly beneficially owns 14,188 shares of common stock.
• He also indirectly beneficially owns 24,924 shares through The Donovan Family Living Trust and 1,926 shares through SRJ Norway II Partners LP.
• All share numbers reflect the Issuer's 2-for-1 stock split effected on December 13, 2024.

Sentiment

Score: 6

Explanation: Slightly positive due to a director acquiring shares (even if RSUs) and the transparency of a 10b5-1 plan. No negative information is present.

Positives

• Director John Donovan acquired 2,516 shares, which can signal continued commitment to the company.
• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-planned and transparent acquisition.

Risks

• The vesting of the 2,516 Restricted Stock Units is subject to the Reporting Person's continued service, meaning the shares are not fully owned until vesting conditions are met.

Future Outlook

The 2,516 Restricted Stock Units are scheduled to vest in equal quarterly increments over a one-year period, subject to John Donovan's continued service as a Director.

Industry Context

This filing is a routine insider transaction report for a director of a publicly traded cybersecurity company. It provides specific details about a director's stock acquisition but does not offer broader industry context or trends.

Corporate Governance

Related Party Transactions

• John Donovan indirectly holds 24,924 shares through The Donovan Family Living Trust U/A DTD 09/28/2012, for which he serves as co-trustee.
• He also indirectly holds 1,926 shares through SRJ Norway II Partners LP, for which he serves as general partner.
• He disclaims beneficial ownership of these indirect securities except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders: Provides transparency regarding director stock ownership and planned transactions, potentially signaling management's confidence.
• Employees: The vesting of RSUs is tied to continued service, which is a standard incentive mechanism for directors.

Next Steps

• The 2,516 Restricted Stock Units will vest in equal quarterly increments over the next year, contingent on continued service.

Key Dates

Keywords

Palo Alto Networks, PANW, John Donovan, Form 4, Insider Trading, Restricted Stock Units, RSU, Director, Stock Split, Rule 10b5-1