Palo Alto Networks Inc. (NASDAQ:PANW) CEO and Director Nikesh Arora filed a statement of changes in beneficial ownership on November 3, 2026, disclosing the acquisition of 1,056,783 phantom stock units following certification of performance conditions on previously granted performance-based restricted stock units.

Key Highlights

  • Reporting person: Nikesh Arora, Chief Executive Officer and Director of Palo Alto Networks Inc.
  • Transaction date: November 1, 2026, with the filing submitted on November 3, 2026.
  • Units acquired: 1,056,783 phantom stock units, each representing the right to receive one share of Common Stock, acquired at a price of $0.
  • Underlying award: The units relate to performance-based restricted stock units originally granted on August 21, 2023, whose performance conditions were certified effective November 1, 2026 by the Compensation and People Committee.
  • Deferral election: According to the filing, Arora elected to defer the shares into the Palo Alto Networks, Inc. Deferred Compensation Plan rather than receiving them directly.
  • Resulting ownership: Arora beneficially owns 3,150,152 phantom stock units following the reported transaction, held in direct form.

Nikesh Arora's PSU Certification and Deferral at Palo Alto Networks

According to the filing, Palo Alto Networks' Compensation and People Committee certified on November 1, 2026 that the performance conditions attached to a restricted stock unit award originally granted to Arora on August 21, 2023 had been achieved. The certification triggered the acquisition of 1,056,783 phantom stock units under the company's Deferred Compensation Plan, at a transaction price of $0 per unit.

The filing states that each share of phantom stock represents Arora's contractual right to receive one share of Common Stock of Palo Alto Networks at a future date, as governed by the terms of the Deferred Compensation Plan. Palo Alto Networks is a cybersecurity company whose common stock trades on NASDAQ under the symbol PANW. The deferral mechanism means that the underlying shares are not delivered immediately upon performance certification; instead, they are held within the plan structure until distribution conditions are met. The filing was signed by Elizabeth Villalobos as attorney-in-fact on November 3, 2026, and was filed as an individual, not a joint, report.

Following this transaction, the filing reports Arora's total beneficial ownership of phantom stock units at 3,150,152, all held in direct form. No disposition of securities was reported in connection with this event, and no shares of common stock were delivered at the time of the transaction.

What Was Disclosed

The filing disclosed the acquisition of 1,056,783 phantom stock units by Palo Alto Networks CEO Nikesh Arora on November 1, 2026, following committee certification of performance conditions on a 2023 PSU grant, with shares deferred into the company's Deferred Compensation Plan.