PANW 8-K Current Reports

Leadership ChangesCorporate ChangesExhibits & Filings

Palo Alto Networks Inc 8-K Report, Financial Results (Sep 1, 2026)

Palo Alto Networks reported fiscal fourth quarter and full-year 2026 results (quarter ended July 31, 2026) alongside FY2027 guidance. Q4 revenue rose 34% year over year to $3.41 billion, and Next-Generation Security (NGS) ARR grew 63% to $9.10 billion, with management citing nearly $1 billion of net new NGS ARR in the quarter. Remaining performance obligations (RPO) grew 34% to $21.2 billion. Non-GAAP operating income reached $1.0 billion, up from $768 million, and adjusted free cash flow was $1.29 billion, up from $954 million. FY2026 revenue was $11.48 billion (about 24% growth) with an adjusted free cash flow margin of 38.4%. GAAP results were weak in the quarter. GAAP operating income fell to $172 million from $497 million, and GAAP net loss was $282 million, or $0.35 per diluted share, versus net income of $254 million a year earlier. The main driver below the operating line was a $524 million non-cash charge from the change in fair value of convertible senior notes and capped calls assumed in the CyberArk acquisition, which sits in other expense. Amortization of acquired intangibles rose to $281 million in the quarter. The balance sheet reflects the scale of recent M&A: goodwill increased to $22.0 billion from $4.6 billion, intangible assets to $7.0 billion from $0.8 billion, and common stock and APIC to $24.8 billion from $5.3 billion, while basic weighted shares rose to 817 million from 669 million. FY2027 guidance calls for revenue of $14.10 to $14.20 billion (23% to 24% growth), NGS ARR of $11.075 to $11.175 billion (22% to 23% growth), a 29.5% non-GAAP operating margin, and non-GAAP diluted EPS of $4.16 to $4.19, compared with $3.84 in FY2026. Management reiterated a 40% adjusted free cash flow margin target for FY2028. Guidance implies a sharp deceleration from Q4's 63% NGS ARR growth, which likely reflects the lapping of the CyberArk acquisition. Q1 FY2027 revenue guidance of $3.30 to $3.31 billion is also below Q4's $3.41 billion. Investors should weigh strong operating momentum against elevated GAAP volatility, acquisition-driven share dilution, and the deceleration embedded in the outlook. The press release states that the figures are preliminary and unaudited.

Sep 1, 2026 8-K

Palo Alto Networks Inc 8-K Report, Executive Changes (Aug 21, 2026)

Palo Alto Networks, Inc. (PANW) filed an 8-K on August 21, 2026, detailing two key events. The most significant for investors is the adoption of a new Executive Change in Control and Severance Policy (the "Policy"). This policy provides enhanced severance benefits to selected senior executives, including the CEO, CFO, President, and Chief Product and Technology Officer, in the event of an involuntary termination of employment, particularly during or following a change in control. The Policy aims to ensure executive retention and stability by offering substantial salary, incentive, health benefit severance, and equity vesting acceleration, with specific terms varying based on the circumstances of termination and proximity to a change in control. The second key event is the adoption of amended and restated bylaws. These updates align the company's governing documents with recent Delaware corporate law amendments and current best practices. Changes include clarifications on stockholder notices, meeting quorums, voting standards, proxy authorizations, special meeting calls, securities representation, and indemnification provisions. While these are primarily housekeeping items, they reflect the company's commitment to maintaining robust corporate governance.

Aug 21, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Palo Alto Networks Inc 8-K Report, Financial Results (Jun 2, 2026)

Palo Alto Networks reported fiscal third quarter 2026 (ended April 30, 2026) results that were driven by its acquisitions of CyberArk and Chronosphere. Total revenue rose 31% year over year to $3.002 billion, but about $388 million of that came from the two acquisitions, which implies organic growth of roughly 14%. Next-Generation Security ARR grew 60% to $8.1 billion, including $1.6 billion from the acquisitions, and remaining performance obligation grew 36% to $18.4 billion. Management highlighted accelerating organic bookings growth. Profitability is mixed on a GAAP basis. The company posted a GAAP operating loss of $183 million and a GAAP net loss of $177 million, or $(0.22) per diluted share, compared with GAAP operating income of $219 million and net income of $262 million a year earlier. The GAAP results were weighed down by $280 million of acquired-intangible amortization, $198 million of acquisition-related costs, and $517 million of share-based compensation. On a non-GAAP basis, operating income rose to $814 million (about a 27% margin) from $627 million, non-GAAP EPS was $0.85 versus $0.80, and adjusted free cash flow was $910 million, with a trailing-twelve-month adjusted FCF margin of 38.5%. Guidance calls for fiscal Q4 revenue of $3.345 to $3.355 billion and full-year FY26 revenue of $11.415 to $11.425 billion, with non-GAAP EPS of $3.77 to $3.79 and a 37.5% adjusted FCF margin. Investors should weigh the strong ARR and cash flow trends against the sharp increase in share count (801 million basic shares versus 665 million a year earlier), the GAAP losses, and the step-up in goodwill and intangibles from acquisitions, which now total about $29 billion on the balance sheet. The company is targeting a 40% adjusted FCF margin in FY28.

Jun 2, 2026 8-K

Palo Alto Networks Inc 8-K Report, Material Agreement (Apr 13, 2026)

Palo Alto Networks, Inc. (PANW) has entered into material definitive agreements to amend existing lease agreements for significant office space in Santa Clara, California. These amendments extend the lease terms for approximately 930,000 rentable square feet across multiple buildings for a period of twelve years, commencing August 1, 2028, and expiring on July 31, 2040. This strategic move underscores the company's commitment to maintaining a substantial physical presence in its Santa Clara hub for the long term, indicating anticipated continued growth and operational needs in the region.

Apr 13, 2026 8-K

Palo Alto Networks Inc 8-K Report, Corporate Update (Mar 23, 2026)

Palo Alto Networks Inc. (PANW), through its subsidiary CyberArk Software Ltd., has issued a notification regarding the settlement method for its 0.00% Convertible Senior Notes due 2030. Effective March 23, 2026, any conversions of these Notes will be settled using a "Combination Settlement" method. This means that instead of receiving only stock or only cash, bondholders will receive a combination of cash and stock for their converted notes. The specified dollar amount for this Combination Settlement is $1,000 per $1,000 principal amount of Notes. This change impacts all conversions occurring on or after March 23, 2026, and will remain in effect until CyberArk formally modifies the settlement method as permitted by the governing Indenture. Investors holding these convertible notes should be aware of this change as it affects the form and potential value of the settlement they will receive upon conversion.

Mar 23, 2026 8-K

Palo Alto Networks Inc 8-K Report, Corporate Update (Mar 11, 2026)

Palo Alto Networks, Inc. (PANW) announced on March 10, 2026, that its Board of Directors approved an additional $1.0 billion share repurchase authorization. This new authorization supplements the company's existing $4.1 billion repurchase program, of which no funds remained available as of March 6, 2026. This move signals continued confidence from management in the company's value and its ability to generate strong cash flows to return capital to shareholders. The company has been actively repurchasing shares, having already bought back $1.0 billion worth of stock in February 2026 at an average price of $147.69 per share. The new authorization, which expires on December 31, 2026, provides flexibility for opportunistic repurchases funded by working capital. Investors should view this as a positive signal of management's belief in the company's long-term prospects and a commitment to enhancing shareholder value.

Mar 11, 2026 8-K

Material AgreementsFinancial EventsOther Events+1

Palo Alto Networks Inc 8-K Report, Financial Results (Feb 17, 2026)

Palo Alto Networks reported fiscal second quarter 2026 results (quarter ended January 31, 2026) with total revenue up 15% year over year to $2.594 billion and GAAP net income of $432 million, or $0.61 per diluted share, versus $267 million ($0.38) a year earlier. Non-GAAP net income rose to $732 million, or $1.03 per diluted share, from $0.81. Non-GAAP operating margin was 30.3%, the company's third straight quarter above 30%. Next-Generation Security ARR grew 33% to $6.3 billion and remaining performance obligation grew 23% to $16.0 billion. Management attributed demand to platformization and AI security adoption, and noted that the CyberArk and Chronosphere acquisitions are now closed and being integrated. The guidance step-up is driven largely by acquisitions, which investors should weigh carefully. Fiscal Q3 2026 revenue is guided to $2.941-2.945 billion (28-29% growth), and full-year fiscal 2026 revenue to $11.28-11.31 billion (22-23% growth). Next-Generation Security ARR is guided to grow 53-54% for the year to $8.52-8.62 billion. The company also guided full-year non-GAAP operating margin of 28.5-29.0% and adjusted free cash flow margin of 37%. Because the acquisitions add revenue, share count, and integration costs, the headline growth rates overstate organic momentum, and the reported figures are preliminary and unaudited. Balance sheet activity reflects the acquisitions. Goodwill rose to $6.93 billion from $4.57 billion and intangible assets to $1.25 billion from $0.76 billion. Cash and equivalents increased to $4.16 billion from $2.27 billion, while accounts receivable fell to $2.12 billion from $2.97 billion. Total deferred revenue was roughly $12.4 billion, down modestly from $12.8 billion at fiscal year-end. Diluted weighted shares rose to 711 million in the quarter from 709 million, and basic shares rose to 704 million from 659 million. Share-based compensation of $321 million remains a significant gap between GAAP and non-GAAP earnings. The filing is furnished under Item 2.02 and is not deemed filed for Exchange Act liability purposes.

Feb 17, 2026 8-K

Palo Alto Networks Inc 8-K Report, Material Agreement (Feb 11, 2026)

On February 11, 2026, Palo Alto Networks (PANW) completed its acquisition of CyberArk Software Ltd. under the Merger Agreement dated July 30, 2025, with Merger Sub merging into CyberArk, which became a wholly owned subsidiary of PANW. CyberArk shareholders received $45.00 in cash and 2.2005 PANW common shares for each CyberArk ordinary share. The filing also discloses that CyberArk's 0.00% Convertible Senior Notes due 2030 (issued June 10, 2025) are no longer convertible into CyberArk shares; they are now exchangeable into PANW shares and cash, and PANW has guaranteed CyberArk's obligations under the notes. PANW also assumed CyberArk's capped call transactions via amended and restated confirmations that require dealers to deliver PANW shares. For investors, the key financial implications are the added debt-like exposure through the convertible notes guarantee and the potential dilution from PANW shares issuable upon note exchange and capped call settlement. The filing does not quantify the principal amount of the notes, the cash consideration total, purchase accounting, or expected synergies, so those details must be sourced from the merger proxy, prior filings, or the Q2 FY2026 earnings call scheduled for February 17, 2026. The exhibits list also indicates the cover page and press release were furnished alongside the indenture documents. The company also announced its intent to pursue a secondary listing on the Tel Aviv Stock Exchange under the ticker "CYBR," while retaining its NASDAQ listing under "PANW." Management frames the deal as establishing Identity Security as a core pillar of its platformization strategy, though the press release's forward-looking statements flag integration execution, synergy realization, customer retention, and debt repayment as material risks.

Feb 11, 2026 8-K

Regulation FDExhibits & Filings

Palo Alto Networks Inc 8-K Report, Regulation FD Disclosure (Jan 29, 2026)

On January 29, 2026, Palo Alto Networks (PANW) completed its previously announced acquisition of Chronosphere, Inc., a cloud-native observability company, via a merger in which Merger Sub merged into Chronosphere, which became a wholly owned subsidiary. The 8-K furnishes a press release under Item 7.01 (Regulation FD) rather than reporting a material definitive event, so the filing itself discloses no purchase price, consideration terms, or financial impact. Investors should therefore treat this as a strategic and operational update, with financial details to be sought in future SEC filings such as the 10-Q or 10-K. Strategically, the deal extends Palo Alto Networks into observability, a market where it is positioning a combined offering of security and telemetry data. Management plans to integrate Cortex AgentiX AI agents with Chronosphere's platform so customers can detect and remediate security and IT issues automatically. Chronosphere's telemetry pipeline remains available as a standalone product and is positioned as a key component of the Cortex XSIAM strategy, with claims of reducing data volumes by 30% or more and requiring 20x less infrastructure than legacy alternatives. The press release also flags risks, including integration execution, the ability to realize synergies, changes in the fair value of contingent consideration liabilities, and competitive pressures in observability. It also references a pending transaction with CyberArk, which adds execution and management-bandwidth risk. Chronosphere co-founder and CEO Martin Mao joins Palo Alto Networks as SVP and GM of Observability.

Jan 29, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Palo Alto Networks Inc 8-K Report, Executive Changes (Dec 11, 2025)

Palo Alto Networks Inc. (PANW) filed an 8-K report detailing outcomes from its 2025 Annual Meeting of Shareholders held on December 9, 2025. The primary focus for investors is the shareholder approval to amend the 2021 Equity Incentive Plan, increasing the authorized shares by 10 million. This move is crucial for supporting future equity-based compensation, which is a common practice for retaining and incentivizing key talent in the technology sector. The meeting also saw the re-election of three Class II directors and the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2026. Importantly, a shareholder proposal seeking to link share repurchases to financial performance metrics was not approved, indicating shareholder support for the company's existing capital allocation strategies. Another shareholder proposal, advocating for annual director elections, was approved, suggesting a move towards increased board accountability.

Dec 11, 2025 8-K

Earnings & ResultsRegulation FDOther Events+1

Palo Alto Networks Inc 8-K Report, Corporate Update (Nov 21, 2025)

Palo Alto Networks, Inc. (PANW) filed an 8-K on November 21, 2025, to supplement its definitive proxy statement for the 2025 Annual Meeting of Shareholders. The filing primarily provides an update on equity awards and the status of its equity incentive plans. Specifically, the company granted additional equity awards on November 10, 2025, under its 2021 Equity Incentive Plan. These grants involved a significant number of shares, with details on the total shares granted and the maximum potential payout. The information aims to provide shareholders with a comprehensive view of the company's equity compensation practices and outstanding awards ahead of the upcoming shareholder meeting.

Nov 21, 2025 8-K

Palo Alto Networks Inc 8-K Report, Financial Results (Nov 19, 2025)

Palo Alto Networks (PANW) reported fiscal first quarter 2026 results (quarter ended October 31, 2025) with total revenue up 16% year over year to $2.47 billion, GAAP net income of $334 million ($0.47 diluted EPS), and non-GAAP net income of $662 million ($0.93 diluted EPS, up from $0.78). GAAP operating income was $309 million, and non-GAAP operating margin reached 30.2%, versus 28.8% a year earlier. Next-Generation Security ARR grew 29% to $5.9 billion and remaining performance obligations grew 24% to $15.5 billion, indicating strong forward visibility into subscription demand. Management raised confidence in a 40%+ adjusted free cash flow margin target for FY2028 and guided FY2026 total revenue to $10.50-$10.54 billion and non-GAAP EPS to $3.80-$3.90. The filing also discloses an agreement to acquire Chronosphere, a next-generation observability platform, for total consideration of $3.35 billion in cash and replacement equity awards. Chronosphere reports ARR above $160 million as of September 2025, growing at triple digits, and the deal is expected to close in the second half of fiscal 2026, subject to regulatory approvals. Separately, the board extended its $1 billion share repurchase authorization through December 31, 2026, with about 697 million shares outstanding as of November 11, 2025. Investors should weigh the strong top-line and margin execution against GAAP profitability, which was lower year over year due to a higher tax provision ($78 million versus $17 million) and elevated share-based compensation ($387 million). The Chronosphere deal extends PANW further into observability, a competitive market, and adds integration and execution risk, while the company's pending CyberArk transaction is also noted as a factor in management bandwidth.

Nov 19, 2025 8-K

Leadership ChangesExhibits & Filings

Palo Alto Networks Inc 8-K Report, Executive Changes (Nov 19, 2025)

Palo Alto Networks (PANW) filed an 8-K on November 19, 2025 disclosing two board changes. Director Mary Pat McCarthy, who has served since 2016, will retire effective January 23, 2026 for strictly personal reasons. Effective immediately, she stepped down as chair of the Audit Committee but will remain on the Audit and Security Committees until her retirement date. The Board simultaneously appointed Mark Goodburn as a Class I director, with a term expiring at the 2027 annual meeting, and named him Audit Committee chair and a member of the Security Committee. Goodburn brings substantial financial and advisory credentials. He was Chairman and Global Head of Advisory of KPMG International from 2011 to 2021, oversaw its consulting and deal advisory businesses, and previously served as Vice Chairman of KPMG LLP and Global Head of its Technology, Media and Telecommunications practice. He is a Certified Public Accountant and currently sits on the board of C.H. Robinson Worldwide. His appointment to chair the Audit Committee is the most material governance change for investors, since audit oversight of financial reporting and internal controls now rests with a new chair. Financially, the filing is low-impact. Goodburn will receive an initial restricted stock unit award valued at about $1,000,000, expected to be granted around December 10, 2025, vesting over three years with one-third at the first anniversary and the remainder quarterly thereafter. He will also receive annual RSU grants under the Director Compensation Policy starting with the 2026 annual meeting. The filing discloses no related-party transactions and no arrangements pursuant to which he was elected, and it contains no operating, guidance, or financial results information.

Nov 19, 2025 8-K

Earnings & ResultsLeadership ChangesCorporate Changes+1

Palo Alto Networks Inc 8-K Report, Corporate Update (Sep 25, 2025)

Palo Alto Networks (PANW) has announced a significant development in its proposed acquisition of CyberArk Software Ltd. (CyberArk). The company has received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, a crucial step towards closing the transaction. This signals positive momentum in obtaining necessary regulatory approvals, although the merger is still subject to other clearances, CyberArk shareholder approval, and customary closing conditions. Investors should note that while the HSR approval is a positive indicator, the transaction's completion is not guaranteed and remains contingent on several other factors. The company has also reiterated the forward-looking risks associated with the merger, including integration challenges, achieving expected synergies, retaining key personnel, and potential disruptions to business operations and share prices. Shareholders are advised to refer to further filings and the definitive proxy statement/prospectus for comprehensive details on the transaction and associated risks.

Sep 25, 2025 8-K

Palo Alto Networks Inc 8-K Report, Financial Results (Aug 18, 2025)

Palo Alto Networks (PANW) reported fiscal Q4 and full-year 2025 results (quarter ended July 31, 2025) that showed strong top-line momentum. Fiscal Q4 revenue grew 16% year over year to $2.54 billion, and fiscal 2025 revenue grew 15% to $9.22 billion. Next-Generation Security ARR rose 32% to $5.6 billion and remaining performance obligation (RPO) grew 24% to $15.8 billion. GAAP net income for the quarter fell to $253.8 million ($0.36 per diluted share) from $357.7 million a year earlier, largely because of a $338.0 million tax provision versus a prior-year tax benefit, while non-GAAP net income rose to $673.0 million ($0.95 per diluted share) from $522.2 million ($0.75). Management highlighted that the company remained a 'Rule-of-50' company for the fifth consecutive year. Fiscal 2026 guidance calls for total revenue of $10.475 billion to $10.525 billion (about 14% growth), Next-Generation Security ARR of $7.00 to $7.10 billion (26% to 27% growth), non-GAAP diluted EPS of $3.75 to $3.85, and adjusted free cash flow margin of 38% to 39%. Guidance does not reflect the pending CyberArk acquisition, which the forward-looking statements flag as a source of integration, closing, and disruption risk. Leadership changed as well. Founder and CTO Nir Zuk resigned from his CTO and board roles effective August 14, 2025, and will provide advisory services through November 2, 2026. Chief Product Officer Lee Klarich was appointed to the board and named Chief Product and Technology Officer. The company also adopted amended bylaws, including a federal forum provision for Securities Act claims. Investors should weigh the strong growth and cash generation against GAAP earnings pressure, the transition in technology leadership, and the integration risk tied to CyberArk.

Aug 18, 2025 8-K

Material AgreementsExhibits & Filings

Palo Alto Networks Inc 8-K Report, Material Agreement (Jul 31, 2025)

Palo Alto Networks, Inc. (PANW) has announced a significant strategic move with the signing of an Agreement and Plan of Merger to acquire CyberArk Software Ltd. (CyberArk). This transaction will see CyberArk merge with a subsidiary of PANW, with CyberArk continuing as a wholly-owned subsidiary. The proposed acquisition aims to bolster PANW's cybersecurity portfolio, likely integrating CyberArk's identity security solutions to enhance its overall platform capabilities. Investors should note that this is a stock-and-cash transaction, where CyberArk shareholders will receive a combination of PANW common stock and cash for their shares.

Jul 31, 2025 8-K

Regulation FDOther EventsExhibits & Filings

Palo Alto Networks Inc 8-K Report, Regulation FD Disclosure (Jul 30, 2025)

On July 30, 2025, Palo Alto Networks (PANW) disclosed a definitive Agreement and Plan of Merger under which its subsidiary Athens Strategies Ltd. will merge with CyberArk Software Ltd. (CYBR), with CyberArk surviving as a wholly owned PANW subsidiary. The deal values CyberArk at approximately $25 billion in equity value. CyberArk shareholders will receive $45.00 in cash plus 2.2005 PANW common shares for each CYBR share, a 26% premium to CyberArk's unaffected 10-day average VWAP as of July 25, 2025. Both boards have unanimously approved the transaction, which is expected to close in the second half of PANW's fiscal 2026 and requires CyberArk shareholder approval and customary regulatory clearances. Strategically, the acquisition marks PANW's formal entry into Identity Security, which management positions as a new core platform alongside Network Security, SASE, Security Operations and Cloud Security. PANW estimates that the combined company covers all major security TAMs and adds a $29 billion 2025 identity TAM (IDC), with additional upside from securing machine identities and AI agents. Management expects the deal to be accretive to revenue growth and gross margin immediately after closing, and accretive to free cash flow per share in fiscal 2028, after the first full year of synergy realization. Revenue synergies are expected from cross-selling into PANW's 70,000+ customer base. Investors should weigh the transaction's considerable scale against its execution and regulatory risks. The combined company would have roughly $9.18 billion in FY25E revenue at PANW plus $1.32 billion at CyberArk (guidance midpoints), making this one of PANW's largest acquisitions. The filing reaffirmed PANW's FY2025 guidance, which calls for total revenue of $9.17-$9.19 billion and Next-Gen Security ARR of $5.52-$5.57 billion. The 8-K's forward-looking statements flag risks including shareholder approval, regulatory conditions, integration, retention of key personnel, and the effect of the deal on share prices. The filing does not disclose financing terms, break fees, or detailed purchase accounting, so those items remain open questions pending the S-4 and proxy statement.

Jul 30, 2025 8-K

Leadership ChangesExhibits & Filings

Palo Alto Networks Inc 8-K Report, Financial Results (May 20, 2025)

Palo Alto Networks (PANW) reported fiscal third quarter 2025 results (quarter ended April 30, 2025) that showed continued top-line acceleration and strong profitability on a non-GAAP basis. Total revenue rose 15% year over year to $2.29 billion, Next-Generation Security ARR grew 34% to $5.1 billion (crossing the $5 billion milestone), and remaining performance obligation (RPO) grew 19% to $13.5 billion. Non-GAAP net income was $560.9 million, or $0.80 per diluted share, versus $0.66 a year earlier, while GAAP net income was $262.1 million, or $0.37 per diluted share, down from $0.39. The gap between GAAP and non-GAAP results is driven largely by share-based compensation of $355.3 million in the quarter, which investors should weigh when evaluating earnings quality. GAAP operating income increased to $218.8 million from $176.7 million, and non-GAAP operating margin reached 27.4% versus 25.6% a year ago. GAAP net income was roughly flat, held back by a higher tax provision of $48.4 million compared with a benefit of $27.6 million in the prior-year quarter. On the balance sheet, cash and cash equivalents rose to $2.38 billion, and total goodwill and intangibles increased substantially, to $4.05 billion and $730 million respectively, reflecting acquisitions. Deferred revenue remains large at roughly $11.6 billion combined current and long-term, supporting revenue visibility. Management guided fiscal fourth quarter 2025 revenue to $2.49 billion to $2.51 billion (14% to 15% growth) and diluted non-GAAP EPS to $0.87 to $0.89. For full-year fiscal 2025, the company expects revenue of $9.17 billion to $9.19 billion, non-GAAP operating margin of 28.2% to 28.5%, and adjusted free cash flow margin of 37.5% to 38.0%. Next-Generation Security ARR is guided to $5.52 billion to $5.57 billion, up 31% to 32%. The guidance is consistent with the company's platformization strategy and its push to consolidate cybersecurity vendors, though results remain sensitive to customer purchasing cycles, competition, and acquisition integration.

May 20, 2025 8-K

Palo Alto Networks Inc 8-K Report, Executive Changes (Feb 13, 2025)

Palo Alto Networks (PANW) filed an 8-K on February 13, 2025 disclosing the appointment of two new independent directors, Helle Thorning-Schmidt and Ralph Hamers, effective February 12, 2025. The Board expanded from nine to eleven members. The filing contains no financial results, guidance, or material transactions, so the event is governance-oriented rather than a direct driver of near-term financial performance. Thorning-Schmidt, former Prime Minister of Denmark and former CEO of Save the Children International, joins the Governance and Sustainability and Security Committees. Hamers, former CEO of UBS and ING, joins the Audit and Security Committees. Their backgrounds in European politics, global finance, and digital transformation are positioned by management as supporting the company's international expansion and strategic direction. The Audit Committee addition is the most notable from an investor standpoint, given the oversight role that committee plays over financial reporting and controls. Compensation for both directors follows the standard Outside Director Compensation Policy: an initial restricted stock unit award valued at approximately $1,000,000, granted around March 10, 2025, vesting over three years with a one-third cliff in March 2026 and quarterly vesting thereafter, plus annual RSU awards beginning at the 2025 annual meeting. The awards include single-trigger full acceleration upon a change of control. The disclosure states neither director has a related-party transaction requiring Item 404(a) disclosure. The compensation amount is modest relative to the company's scale and does not signal a material change in governance economics.

Feb 13, 2025 8-K

Leadership ChangesExhibits & Filings

Palo Alto Networks Inc 8-K Report, Financial Results (Feb 13, 2025)

Palo Alto Networks reported fiscal second quarter 2025 results (quarter ended January 31, 2025) with total revenue up 14% year over year to $2.26 billion (GAAP basis $2,257.4 million vs. $1,975.1 million), and Next-Generation Security ARR up 37% to $4.8 billion. Remaining performance obligation grew 21% to $13.0 billion. GAAP net income fell to $267.3 million ($0.38 per diluted share) from $1.75 billion ($2.44) a year earlier, but that prior-year figure was inflated by a $1.5 billion tax benefit from a valuation allowance release, so the year-over-year decline is largely non-operational. Operating income more than quadrupled to $240.4 million from $53.6 million, reflecting lower G&A (partly due to prior-year litigation charges) and improved leverage. Non-GAAP operating margin was 28.4%, roughly flat versus 28.6% a year ago, and non-GAAP EPS rose to $0.81 from $0.73. Management raised its full-year outlook for operating margin and EPS, now guiding non-GAAP operating margin of 28.0% to 28.5% and diluted non-GAAP EPS of $3.18 to $3.24 for fiscal 2025. Fiscal 2025 revenue guidance of $9.14 billion to $9.19 billion implies 14% growth, and NGS ARR guidance of $5.52 billion to $5.57 billion implies 31% to 32% growth. Fiscal third-quarter guidance calls for revenue of $2.26 billion to $2.29 billion and NGS ARR of $5.03 billion to $5.08 billion. Management attributes results to AI-driven demand for cloud and infrastructure modernization and to its platformization strategy. Balance-sheet items of note include cash and equivalents of $2.23 billion (up from $1.54 billion at fiscal year-end July 2024), goodwill that rose to $4.05 billion from $3.35 billion, and intangible assets of $771 million, reflecting recent acquisitions. Accounts receivable fell sharply to $1.50 billion from $2.62 billion, consistent with seasonal billing patterns. Convertible notes declined to $534 million from $964 million. The company also announced two new board appointments and a two-for-one stock split effective after the close on December 12, 2024.

Feb 13, 2025 8-K

Palo Alto Networks Inc 8-K Report, Executive Changes (Dec 17, 2024)

Palo Alto Networks, Inc. (PANW) filed an 8-K on December 16, 2024, reporting a single material event: the resignation of Dr. Helene D. Gayle from its Board of Directors, effective December 12, 2024. The company stated that Dr. Gayle's resignation was voluntary and due to strictly personal reasons. The Board expressed gratitude for her service. This departure, while noted, does not appear to signal any significant operational or financial shifts for Palo Alto Networks based on the information provided in this filing. Investors should monitor future filings for any potential impact on board composition or committee assignments. The filing also included standard exhibit information for its interactive data file.

Dec 17, 2024 8-K

Leadership ChangesShareholder MattersCorporate Changes+1

Palo Alto Networks Inc 8-K Report, Executive Changes (Dec 12, 2024)

Palo Alto Networks, Inc. (PANW) filed an 8-K on December 11, 2024, detailing key decisions made at its Annual Meeting of Shareholders on December 10, 2024, and a significant corporate action. The most notable announcement for investors is the approval of a two-for-one stock split, effective December 12, 2024. This move, which doubles the number of outstanding shares and authorizes a proportionate increase in total authorized shares, is intended to enhance stock liquidity and affordability. Additionally, shareholders approved an amendment to the 2021 Equity Incentive Plan, increasing the number of shares reserved for issuance by 3 million, signaling continued investment in employee compensation and retention. The filing also confirms the re-election of key Class I directors, including Nir Zuk and Right Honorable Sir John Key, underscoring board stability. Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025 and voted in favor of conducting annual advisory votes on executive compensation. While a shareholder proposal on climate risks to retirement plan beneficiaries was not approved, the overall outcomes suggest strong shareholder support for the company's governance and strategic direction.

Dec 12, 2024 8-K

Earnings & ResultsOther EventsExhibits & Filings

Palo Alto Networks Inc 8-K Report, Financial Results (Nov 20, 2024)

Palo Alto Networks (PANW) reported fiscal first quarter 2025 results (quarter ended October 31, 2024) showing continued strong momentum in its platformization strategy. Total revenue grew 14% year over year to $2.14 billion, while Next-Generation Security (NGS) ARR rose 40% to $4.5 billion, and remaining performance obligation (RPO) grew 20% to $12.6 billion. GAAP net income more than tripled... more precisely, rose to $350.7 million ($0.99 per diluted share) from $194.2 million ($0.56), and non-GAAP EPS increased 13% to $1.56 from $1.38. GAAP operating margin improved to roughly 13.4% from 11.5%, and non-GAAP operating margin expanded to 28.8% from 28.2%. Part of the GAAP earnings improvement was driven by a lower tax provision ($17.9 million versus $88.4 million) and a $41.2 million litigation-related benefit, so investors should weigh the quality of earnings accordingly. Management raised its full-year fiscal 2025 guidance for NGS ARR, revenue, and non-GAAP EPS. The company now expects NGS ARR of $5.52–$5.57 billion (31–32% growth), total revenue of $9.12–$9.17 billion (about 14% growth), and diluted non-GAAP EPS of $6.26–$6.39. For fiscal Q2 2025, it guided to revenue of $2.22–$2.25 billion and non-GAAP EPS of $1.54–$1.56. Notably, the acquisition of IBM's QRadar SaaS business is now included in NGS ARR beginning this quarter, which should be considered when comparing growth rates. The board also approved a two-for-one forward stock split, with the record date of December 12, 2024 and split-adjusted trading expected to begin December 16, 2024. Authorized shares will double from 1.0 billion to 2.0 billion. The split is a mechanical change that does not alter the company's economic value, but it may broaden retail accessibility. Cash and investments rose sharply, with cash and equivalents reaching $2.28 billion, and goodwill and intangibles increased substantially following acquisitions, reflecting the company's expanding acquisition footprint.

Nov 20, 2024 8-K

Palo Alto Networks Inc 8-K Report, Corporate Update (Nov 15, 2024)

Palo Alto Networks, Inc. (PANW) has filed an 8-K to provide supplemental information regarding its equity compensation plans, ahead of its 2024 Annual Meeting of Shareholders. The filing details recent equity award grants made under the 2021 Equity Incentive Plan, including a significant grant of 1,467,999 shares. This leaves 11,505,724 shares still available for future grants under the 2021 Plan, indicating continued use of equity as a compensation and retention tool for employees. Furthermore, the company anticipates additional equity grants prior to the Annual Meeting, including restricted stock units and performance stock units. The information also provides a snapshot of outstanding equity awards as of November 10, 2024, showing a substantial number of outstanding stock options and restricted stock units. Investors should monitor these equity grants as they can impact future dilution and executive compensation structures.

Nov 15, 2024 8-K

Earnings & ResultsOther EventsExhibits & Filings

Palo Alto Networks Inc 8-K Report, Corporate Update (Sep 4, 2024)

On September 4, 2024, Palo Alto Networks (PANW) disclosed via Form 8-K that it completed the acquisition of certain IBM QRadar Software as a Service (SaaS) assets. The transaction was governed by an Asset Purchase Agreement dated May 15, 2024, and was consummated on August 31, 2024. The filing is an Item 8.01 (Other Events) disclosure that attaches a press release as Exhibit 99.1; it does not disclose the purchase price, financial terms, or expected financial impact, so investors should look to subsequent periodic filings for those details. Strategically, the deal is aimed at migrating QRadar SaaS and on-premises customers to Palo Alto Networks' Cortex XSIAM platform, which combines SIEM, SOAR, ASM and XDR capabilities. Palo Alto Networks and IBM Consulting will offer no-cost migration services to eligible customers, and IBM is training more than 1,000 consultants on Palo Alto Networks security solutions. IBM is also deploying Cortex XSIAM and Prisma SASE 3.0 internally, covering more than 250,000 employees, which serves as a marquee reference customer. The arrangement deepens the vendor relationship and expands the company's presence in the security operations (SOC) market. For investors, the key considerations are execution and monetization. The filing confirms the deal closed but provides no quantitative metrics on QRadar customer count, revenue contribution, or integration costs. Forward-looking risks flagged in the press release include the ability to migrate customers, transaction-related costs, customer attrition, and integration challenges. The success of the acquisition will depend on converting QRadar's installed base to Cortex XSIAM at scale.

Sep 4, 2024 8-K

Palo Alto Networks Inc 8-K Report, Financial Results (Aug 19, 2024)

Palo Alto Networks reported fiscal Q4 2024 (quarter ended July 31, 2024) revenue of $2.19 billion, up 12% year over year, and fiscal 2024 revenue of $8.03 billion, up 16%. Next-Generation Security ARR grew 43% to $4.2 billion, and remaining performance obligation rose 20% to $12.7 billion. Fiscal 2024 non-GAAP operating margin expanded to 27.3% from 24.1%. Q4 GAAP operating income fell to $238.4 million from $253.5 million, and Q4 non-GAAP operating margin declined to 26.9% from 28.4%. Q4 GAAP diluted EPS was $1.01 versus $0.64, and non-GAAP diluted EPS was $1.51 versus $1.44. Fiscal 2024 GAAP net income of $2.58 billion is inflated by a large tax benefit of $1.59 billion, largely from a release of valuation allowances on U.S. federal, certain U.S. state, and U.K. deferred tax assets. Investors should focus on non-GAAP results and the operating trends for a clearer view of the core business. Litigation-related charges rose sharply to $211.5 million for the year, from $7.1 million, and share-based compensation remains large at $1.16 billion. For fiscal 2025, management guided to revenue of $9.10–9.15 billion (13–14% growth), a non-GAAP operating margin of 27.5–28.0%, non-GAAP diluted EPS of $6.18–6.31, and adjusted free cash flow margin of 37–38%. Guidance assumes the pending acquisition of IBM's QRadar SaaS assets closes in fiscal Q1 2025. The board also added $500 million to the share repurchase authorization, bringing remaining capacity to about $1 billion through December 31, 2025.

Aug 19, 2024 8-K

Palo Alto Networks Inc 8-K Report, Financial Results (May 20, 2024)

Palo Alto Networks reported fiscal third quarter 2024 (ended April 30, 2024) revenue of $1.98 billion, up 15% year over year from $1.72 billion. Subscription and support revenue rose 20% to $1.59 billion and now makes up about 80% of the quarter's revenue. Remaining performance obligation grew 23% to $11.3 billion, and non-GAAP operating margin expanded 200 basis points to 25.6% per the reconciliation table (the headline rounds this to 26%). Non-GAAP diluted EPS was $1.32, up from $1.10. GAAP net income was $278.8 million, or $0.79 per diluted share, versus $107.8 million, or $0.31, a year earlier. Management attributed the results to customer adoption of its platformization strategy and continued investment in go-to-market and innovation. The headline GAAP figures for the nine months need careful reading. Nine-month GAAP net income of $2.22 billion is inflated by a $1.55 billion income tax benefit, driven mainly by the release of a valuation allowance on U.S. federal, non-California state, and U.K. deferred tax assets. Deferred tax assets rose from $23 million at July 31, 2023 to $2.29 billion at April 30, 2024. This is a largely non-cash, non-recurring item, and it should not be read as operating earnings. Nine-month litigation-related charges of $186 million also weighed on GAAP results. Full-year guidance was updated. Fiscal 2024 revenue is now expected at $7.99 to $8.01 billion (about 16% growth), billings at $10.13 to $10.18 billion (10% to 11% growth), non-GAAP operating margin at 26.8% to 27.0%, non-GAAP diluted EPS at $5.56 to $5.58, and adjusted free cash flow margin at 38.5% to 39.0%. For the fourth quarter, the company guided to revenue of $2.15 to $2.17 billion (10% to 11% growth) and non-GAAP EPS of $1.40 to $1.42. Investors should weigh the strong recurring revenue and backlog growth against the one-time nature of the tax benefit and the lower billings growth implied for the remainder of the year.

May 20, 2024 8-K

Palo Alto Networks Inc 8-K Report, Corporate Update (May 16, 2024)

Palo Alto Networks (PANW) and IBM announced a broad partnership on May 15, 2024 to deliver AI-powered security offerings, and in connection with it PANW entered into an Asset Purchase Agreement to acquire IBM's QRadar Software as a Service (SaaS) assets, including related intellectual property rights. Upon closing, the companies will facilitate migration of QRadar SaaS clients to Cortex XSIAM, PANW's next-generation security operations platform. The filing itself is brief and disclosed under Item 8.01 (Other Events), so the commercial terms are limited to what is in the press release: the financial terms of the transaction were not disclosed, and the companies state the transaction portion is expected to close by the end of September 2024, subject to regulatory approvals and customary closing conditions. For investors, the deal is strategically notable more for platform and channel expansion than for near-term financial impact. The partnership makes IBM Consulting a preferred Managed Security Services Provider for current and future PANW customers, establishes a joint managed Security Operations Center and Cyber Range, and has IBM adopt PANW's Cortex XSIAM and Prisma SASE 3.0 internally for its workforce of more than 250,000. PANW also plans to integrate IBM's watsonx large language models into Cortex XSIAM and expand the Prisma Cloud relationship with IBM DevOps offerings. IBM will receive incremental payments from PANW for on-premise QRadar clients who migrate to Cortex XSIAM, which could create a variable revenue or cost component tied to migration volume, though no amounts were disclosed. Key uncertainties include whether regulatory approvals are obtained on the expected timeline, the extent to which QRadar customers migrate to Cortex XSIAM, the size of the incremental payments to IBM, and the integration and execution risks of a joint services model. The filing's forward-looking statements flag these risks along with potential disruption, litigation, and stock price volatility during the pendency of the transaction. Because no financial terms were disclosed, investors should look to subsequent filings and earnings commentary for the purchase price, the revenue contribution from migrated customers, and any effect on PANW's guidance.

May 16, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Palo Alto Networks Inc 8-K Report, Financial Results (Feb 20, 2024)

Palo Alto Networks reported fiscal Q2 2024 (quarter ended January 31, 2024) with total revenue up 19% year over year to $1.98 billion ($1,975.1 million), and remaining performance obligation up 22% to $10.8 billion. Non-GAAP operating margin expanded 580 bps to 28.6% for the quarter. GAAP net income of $1.75 billion ($4.89 per diluted share) is not representative of operating performance, as it was inflated by a $1.6 billion income tax benefit, primarily from releasing a valuation allowance on U.S. federal, non-California state, and U.K. deferred tax assets. Non-GAAP net income was $504.7 million, or $1.46 per diluted share, versus $1.05 a year earlier. GAAP operating income was only $53.6 million, reflecting $296.8 million of share-based compensation and $178.6 million of litigation-related charges, including a legal contingency charge. Management maintained its FY24 non-GAAP EPS guidance and adjusted free cash flow margin guidance of 38-39%, while narrowing FY24 revenue guidance to $7.95-$8.00 billion (15-16% growth) and FY24 billings guidance to $10.10-$10.20 billion (10-11% growth). Non-GAAP operating margin guidance was set at 26.5%-27.0%, implying margin pressure relative to the first half. Management stated it is making significant additional investments in its platformization and consolidation strategies and AI leadership strategy. Q3 FY24 guidance calls for revenue of $1.95-$1.98 billion (13-15% growth) and billings of $2.30-$2.35 billion (only 2-4% growth), a notable deceleration in billings that investors will want to scrutinize. The balance sheet strengthened, with cash and short-term investments of $3.37 billion (plus $3.62 billion of long-term investments) and total stockholders' equity rising to $4.36 billion from $1.75 billion, largely due to the deferred tax asset recognition. Convertible senior notes stood at $1.82 billion. Deferred revenue of $9.82 billion combined current and long-term balances, supporting future revenue visibility.

Feb 20, 2024 8-K

Palo Alto Networks Inc 8-K Report, Executive Changes (Dec 14, 2023)

Palo Alto Networks, Inc. (PANW) filed an 8-K on December 13, 2023, detailing the outcomes of its 2023 Annual Meeting of Stockholders held on December 11, 2023. The primary focus for investors revolves around the approved amendment to the 2021 Equity Incentive Plan, which increases the number of shares reserved for issuance by 5,000,000. This move is intended to support future employee and executive compensation, potentially signaling ongoing growth and retention strategies. The meeting also saw the re-election of Class III directors, including CEO Nikesh Arora, and the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2024. Notably, while the directors and auditor received strong support, the advisory vote on executive compensation did not pass, with more votes against than for, which is a significant point for investor consideration regarding compensation practices.

Dec 14, 2023 8-K

Palo Alto Networks Inc 8-K Report, Corporate Update (Nov 29, 2023)

Palo Alto Networks (PANW) filed a Form 8-K on November 29, 2023 under Item 8.01 (Other Events) to supplement its October 27, 2023 proxy statement for the 2023 Annual Meeting of Stockholders, scheduled for December 12, 2023. The filing attaches an investor presentation (Exhibit 99.1) in which the Board responds to adverse recommendations from proxy advisory firms Glass Lewis and ISS. The Board urges shareholders to vote FOR all proposals, disputing the advisors' positions on the re-election of two directors (Ms. Twohill and Ms. Bawa, per Glass Lewis), say-on-pay (Proposal 3, opposed by both ISS and Glass Lewis), and the 5 million share increase to the equity plan reserve (Proposal 4, opposed by ISS). The central investor issue is executive compensation, particularly a five-year, entirely performance-based long-term retention award granted to CEO Nikesh Arora in fiscal 2023. The company argues the award is structured to pay out only on relative performance against the S&P 500 at a 55th-percentile target, and that it cannot be earned above target without stock price appreciation. Management also cites that 95% of fiscal 2023 NEO pay was at risk, that the CEO's pay was at the 92nd percentile against a fiscal 2023 performance at the 99th percentile of peers, and that market capitalization rose $26.9 billion (54.3%) during fiscal 2023. Security-related perquisites, which account for over 91% of CEO "All Other Compensation," are also defended as necessary following a security incident. On equity dilution, the company says its three-year gross burn rate fell from 5.11% (fiscal 2021) to 3.38% (fiscal 2023), and that its ISS-adjusted burn rate of 3.20% is above the 1.94% benchmark for S&P 500 IT peers, a benchmark change that followed its June 2023 S&P 500 inclusion. For investors, the filing is a shareholder-relations document rather than a financial disclosure; it contains no new financial results or material business events, and the vote outcomes on these contested proposals are the key items to monitor.

Nov 29, 2023 8-K

Palo Alto Networks Inc 8-K Report, Corporate Update (Nov 17, 2023)

Palo Alto Networks Inc. (PANW) announced a significant expansion of its share repurchase program through an 8-K filing on November 17, 2023. The Board of Directors approved an additional $316.7 million for share repurchases, increasing the total authorization. This move signals management's confidence in the company's valuation and its commitment to returning capital to shareholders. The extended authorization, now set to expire on December 31, 2024, allows for opportunistic buybacks funded by existing working capital, providing flexibility in execution through various methods like open market purchases or 10b5-1 plans.

Nov 17, 2023 8-K

Palo Alto Networks Inc 8-K Report, Financial Results (Nov 15, 2023)

Palo Alto Networks reported fiscal first quarter 2024 results (quarter ended October 31, 2023) that showed strong top-line momentum. Total revenue rose 20% year over year to $1.88 billion, with subscription and support revenue up roughly 25% to $1.54 billion, while product revenue was essentially flat at $341 million. GAAP operating income more than tripled to $215.2 million, and GAAP net income reached $194.2 million ($0.56 per diluted share) versus $20.0 million a year earlier. Non-GAAP net income was $466.3 million, or $1.38 per diluted share, compared with $0.83 in the prior-year quarter. Remaining performance obligation grew 26% to $10.4 billion, supporting visibility into future revenue. Billings were a relative soft spot. Calculated billings were $2.02 billion, up about 16% from $1.75 billion, and management attributed the pressure partly to the cost of money, meaning customers' higher financing costs affecting payment timing and deal structures. Accounts receivable fell sharply from $2.46 billion at July 31, 2023 to $1.41 billion, and cash and equivalents more than doubled to $2.49 billion, reflecting strong collections and record cash flow generation as management highlighted. Looking ahead, management raised its fiscal 2024 non-GAAP operating margin and non-GAAP EPS guidance. The company guided fiscal 2024 revenue to $8.15 billion to $8.20 billion (18% to 19% growth), billings to $10.7 billion to $10.8 billion, non-GAAP operating margin to 26% to 26.5%, and non-GAAP EPS to $5.40 to $5.53. For the fiscal second quarter, it guided revenue of $1.955 billion to $1.985 billion and non-GAAP EPS of $1.29 to $1.31. The filing is furnished under Item 2.02, so the press release is not deemed filed for Exchange Act liability purposes.

Nov 15, 2023 8-K

Palo Alto Networks Inc 8-K Report, Corporate Update (Nov 15, 2023)

Palo Alto Networks (PANW) filed an 8-K on November 14, 2023, to provide supplemental information to its definitive proxy statement for the upcoming December 12, 2023, Annual Meeting of Stockholders. The primary focus of this filing is to disclose recent equity award grants and provide updated information on the Company's equity compensation plans. Investors should note the issuance of additional equity awards and the remaining shares available for future grants, which are important considerations for potential dilution and employee incentives. Specifically, on November 10, 2023, the Company granted equity awards for 2,067,308 shares under its 2021 Equity Incentive Plan. Following these grants, there are 8,246,285 shares still available for issuance under the 2021 Plan. A significant number of shares, 24,521,755, are subject to outstanding awards across both the 2012 and 2021 Equity Incentive Plans, reflecting the company's ongoing strategy to utilize equity for compensation and retention.

Nov 15, 2023 8-K

Regulation FDExhibits & Filings

Palo Alto Networks Inc 8-K Report, Financial Results (Aug 18, 2023)

Palo Alto Networks (PANW) reported fiscal fourth quarter and full fiscal year 2023 results (year ended July 31, 2023) in an 8-K furnished on August 18, 2023. Fiscal Q4 revenue grew 26% year over year to $1.95 billion, and fiscal 2023 revenue grew 25% to $6.89 billion. Remaining performance obligation (RPO) rose 30% to $10.6 billion, a strong indicator of forward revenue visibility. GAAP net income for the quarter was $227.7 million ($0.64 per diluted share), versus $3.3 million a year earlier, while non-GAAP net income was $482.5 million ($1.44 per diluted share). Full-year GAAP net income swung to $439.7 million from a $267.0 million loss, and management said operating margins improved by more than 500 basis points for the year. The main caveat is billings. Fiscal Q4 billings grew 18% to $3.2 billion, below the pace of revenue, and full-year billings grew 23% to $9.2 billion. The CFO explicitly said the quarter's billings did not fully reflect the underlying top-line strength, so investors should weigh the billings slowdown against the RPO and revenue trends. Guidance for fiscal 2024 calls for revenue of $8.15 to $8.20 billion (18% to 19% growth), billings of $10.9 to $11.0 billion (19% to 20% growth), and non-GAAP diluted EPS of $5.27 to $5.40, with an adjusted free cash flow margin of 37% to 38%. The balance sheet shows a shift in capital structure. Convertible senior notes fell to $1.99 billion from $3.68 billion as the company moved toward repaying debt, and total stockholders' equity rose to $1.75 billion from $210 million. Cash and short-term investments declined, while long-term investments more than tripled to $3.05 billion. Deferred revenue reached $9.30 billion in total, a meaningful indicator of contracted future revenue. Note that the non-GAAP figures exclude significant share-based compensation of $1.15 billion for the year, which is a material economic cost for investors to consider.

Aug 18, 2023 8-K

Palo Alto Networks Inc 8-K Report, Regulation FD Disclosure (Jun 8, 2023)

This 8-K filing from Palo Alto Networks (PANW) on June 8, 2023, primarily discloses information regarding stock transactions by CEO Nikesh Arora. Specifically, Mr. Arora recently sold approximately 549,838 shares of common stock, a portion of which was to cover option exercises tied to upcoming expiration dates. This sale is presented as part of a planned strategy to manage option expirations and diversify holdings. Furthermore, Mr. Arora has adopted a Rule 10b5-1 trading plan to sell up to approximately 2,000,000 shares acquired through option exercises. These sales are expected to commence around September 2023 and conclude by August 2024, with sales subject to volume limitations. The Company asserts that Mr. Arora possessed no material non-public information at the time of these sales or the adoption of the trading plan. Investors should note that this disclosure is being furnished and not deemed filed, meaning it won't be incorporated into other SEC filings unless explicitly referenced.

Jun 8, 2023 8-K

Regulation FD

Palo Alto Networks Inc 8-K Report, Regulation FD Disclosure (Jun 5, 2023)

Palo Alto Networks, Inc. (PANW) filed an 8-K on June 4, 2023, disclosing the Compensation and People Committee's decision to grant its CEO, Nikesh Arora, a performance-based restricted stock unit (PSU) award. This award is designed to retain Mr. Arora as CEO for the foreseeable future and incentivize significant long-term shareholder value creation. The award is heavily performance-dependent, with the potential to vest between zero and 750,000 shares over a five-year period, contingent on the company's total shareholder return relative to the S&P 500. A significant condition is that even if performance targets are met or exceeded, the award is capped at 500,000 shares if the company's stock price at the end of the performance period is lower than at the beginning. The Compensation Committee's letter emphasizes Mr. Arora's critical role in transforming PANW into a cybersecurity leader, highlighting substantial growth in revenue, billings, product innovation, and market capitalization during his tenure. The award aims to mitigate the risk of Arora being recruited by competitors and aligns his compensation with sustained high performance, reflecting shareholder feedback. This move signals the Board's confidence in Arora's strategy, particularly in leveraging AI for future growth, and its commitment to aligning executive pay with shareholder interests through performance-based incentives.

Jun 5, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Palo Alto Networks Inc 8-K Report, Financial Results (May 23, 2023)

Palo Alto Networks reported fiscal third quarter 2023 (ended April 30, 2023) results that showed strong top-line growth and continued progress toward profitability. Total revenue rose 24% year over year to $1.72 billion, billings grew 26% to $2.26 billion, and remaining performance obligation grew 35% to $9.2 billion. GAAP net income was $107.8 million ($0.31 per diluted share), a swing from a $73.2 million GAAP loss a year earlier, and the company reported its fourth consecutive GAAP net income positive quarter. Non-GAAP net income was $359.4 million ($1.10 per diluted share), up from $0.60 a year ago. Operating income on a GAAP basis was $78.7 million, compared with a $47.6 million operating loss in the prior-year quarter. Management raised its fiscal 2023 operating margin and adjusted free cash flow margin guidance, which signals a deliberate emphasis on profitability alongside growth. For fiscal 2023, the company now expects total revenue of $6.88 billion to $6.91 billion (25% to 26% growth), billings of $9.18 billion to $9.23 billion, non-GAAP diluted EPS of $4.25 to $4.29, and an adjusted free cash flow margin of 37.5% to 38.5%. For the fiscal fourth quarter, guidance calls for revenue of $1.937 billion to $1.967 billion and non-GAAP EPS of $1.26 to $1.30. Investors should note that GAAP results remain heavily affected by share-based compensation, which was $293.5 million in the quarter and represents the largest gap between GAAP and non-GAAP earnings. Non-GAAP net income also benefited from a $78.2 million income tax adjustment, and GAAP diluted EPS reflects the dilutive effect of convertible notes that management excludes from its non-GAAP measure. The filing is a furnished press release under Item 2.02, so its contents are not deemed filed under the Exchange Act.

May 23, 2023 8-K

Palo Alto Networks Inc 8-K Report, Material Agreement (Apr 19, 2023)

Palo Alto Networks, Inc. (PANW) has entered into a new Credit Agreement establishing an unsecured revolving loan facility with an initial principal amount of $400.0 million, which can be expanded up to $750.0 million with additional commitments. This facility, maturing on April 13, 2028, is intended for general corporate purposes and allows for flexible borrowing and repayment. The agreement includes provisions for commitment fees and interest rates that are tied to the Company's leverage ratio, with potential adjustments linked to sustainability targets for greenhouse gas emissions reduction.

Apr 19, 2023 8-K

Leadership ChangesShareholder Matters

Palo Alto Networks Inc 8-K Report, Financial Results (Feb 21, 2023)

Palo Alto Networks reported fiscal Q2 2023 (quarter ended January 31, 2023) with total revenue of $1,655.1 million, up 26% year over year, and billings of $2,029.1 million, also up 26%. Remaining performance obligation grew 39% to $8.8 billion. GAAP net income was $84.2 million ($0.25 per diluted share), compared with a GAAP net loss of $93.5 million a year earlier. Non-GAAP net income was $331.7 million ($1.05 per diluted share). The company said trailing-12-month GAAP net income is now positive. Management raised its billings and NGS ARR guidance and said it is raising cash flow margin and operating profitability targets. GAAP quality needs context. Operating income was only $39.9 million, and GAAP net income was supported by $51.4 million of other income, net, and a near-zero tax provision of $0.2 million. Footnote 5 notes a tax benefit from releasing reserves tied to a tax settlement, which is a one-time item. Non-GAAP results exclude $298.6 million of share-based compensation-related charges in the quarter, a substantial recurring cost. Investors should weigh the non-GAAP profit against this cost. Full-year fiscal 2023 guidance was updated: revenue of $6.85 to $6.91 billion (25% to 26% growth), billings of $9.10 to $9.20 billion (22% to 23% growth), non-GAAP diluted EPS of $3.97 to $4.03, and adjusted free cash flow margin of 36.5% to 37.5%. Fiscal Q3 guidance calls for revenue of $1.695 to $1.725 billion and billings of $2.20 to $2.25 billion. Balance sheet items show roughly $6.2 billion in cash and investments against $3.68 billion of convertible senior notes classified as current, so the notes' maturity and refinancing approach are a near-term focus. Total deferred revenue rose to $7.55 billion from $6.99 billion at fiscal year-end 2022.

Feb 21, 2023 8-K

Palo Alto Networks Inc 8-K Report, Executive Changes (Dec 16, 2022)

Palo Alto Networks, Inc. (PANW) filed an 8-K on December 15, 2022, detailing the outcomes of its 2022 Annual Meeting of Stockholders held on December 12, 2022. The primary focus for investors is the stockholder approval to amend the 2021 Equity Incentive Plan, increasing the reserved shares by 5,985,000. This move is typically aimed at supporting future employee compensation and retention, which can be a positive indicator for long-term growth strategies. The filing also confirmed the re-election of two Class II directors, Dr. Helene D. Gayle and James J. Goetz, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending July 31, 2023. Additionally, the advisory vote on executive compensation received a majority of 'For' votes, indicating general stockholder confidence in the company's compensation practices.

Dec 16, 2022 8-K

Palo Alto Networks Inc 8-K Report, Financial Results (Nov 17, 2022)

Palo Alto Networks reported fiscal first quarter 2023 results (quarter ended October 31, 2022) that showed strong top-line momentum and improving profitability. Total revenue grew 25% year over year to $1.56 billion (reported as $1.6 billion in the release), billings rose 27% to $1.75 billion, and remaining performance obligation grew 38% to $8.3 billion. GAAP net income was $20.0 million, or $0.06 per diluted share, a swing from a GAAP net loss of $103.6 million a year earlier. Non-GAAP net income was $266.4 million, or $0.83 per diluted share, versus $0.55 a year earlier. Operating income turned positive on a GAAP basis at $15.2 million, compared with an operating loss of $82.7 million in the prior-year quarter. Free cash flow was $1.197 billion, more than double the prior-year figure of $554.3 million. Management raised full-year fiscal 2023 guidance. Revenue is now expected at $6.85 billion to $6.91 billion (25% to 26% growth), billings at $8.95 billion to $9.10 billion (20% to 22% growth), and non-GAAP diluted EPS at $3.37 to $3.44. The company also guided fiscal second-quarter revenue to $1.63 billion to $1.66 billion, implying 24% to 26% growth, and non-GAAP EPS of $0.76 to $0.78. Adjusted free cash flow margin is targeted at 34.5% to 35.5%. The quarter's most notable features for investors are the sharp increase in free cash flow, driven partly by a large seasonal collection of receivables (accounts receivable fell from $2.14 billion to $1.24 billion), and the gap between GAAP and non-GAAP earnings, which is dominated by share-based compensation of roughly $279 million in the quarter. Investors should weigh the strength of the cash generation against the seasonality of collections and the continuing reliance on stock-based pay.

Nov 17, 2022 8-K

Earnings & ResultsOther EventsExhibits & Filings

Palo Alto Networks Inc 8-K Report, Corporate Update (Nov 15, 2022)

Palo Alto Networks, Inc. (PANW) filed an 8-K on November 14, 2022, to provide supplemental information regarding its equity awards and incentive plans, following the recent filing of its proxy statement for the upcoming December 13, 2022 Annual Meeting of Stockholders. The key update concerns the issuance of additional equity awards under the 2021 Equity Incentive Plan. Specifically, on November 10, 2022, the Company granted 3,253,380 additional shares, which impacts the total shares available for future grants.

Nov 15, 2022 8-K

Palo Alto Networks Inc 8-K Report, Financial Results (Aug 22, 2022)

Palo Alto Networks (PANW) reported fiscal fourth quarter and full-year 2022 results (quarter ended July 31, 2022) that showed strong top-line momentum and a notable milestone in GAAP profitability. Fiscal Q4 revenue grew 27% year over year to $1.55 billion (press release headline figure of $1.6 billion), billings grew 44% to $2.69 billion, and remaining performance obligation grew 40% to $8.2 billion. Fiscal Q4 GAAP net income was $3.3 million ($0.03 per diluted share), compared with a GAAP net loss of $119.3 million a year earlier, and management described this as the company's first GAAP profitable quarter in four years. Full-year fiscal 2022 revenue rose 29% to $5.5 billion, but the company still posted a GAAP net loss of $267.0 million, while non-GAAP net income reached $823.7 million ($7.56 per diluted share). Share-based compensation of $1.07 billion remains the largest reconciling item between GAAP and non-GAAP results. For fiscal 2023, management guided to total revenue of $6.85–$6.90 billion (about 25% growth), billings of $8.95–$9.05 billion, non-GAAP diluted EPS of $9.40–$9.50, and an adjusted free cash flow margin of 33.5%–34.5%, with a stated goal of achieving positive GAAP net income for the full year. Fiscal Q1 2023 guidance called for revenue of $1.535–$1.555 billion and non-GAAP EPS of $2.03–$2.06. Capital allocation was also a focus. The board approved a three-for-one stock split, effected as a stock dividend, with a September 6, 2022 record date and split-adjusted trading beginning September 14, 2022. The board also authorized an additional $915 million for share repurchases, lifting the available authorization to roughly $1 billion, with the program now expiring December 31, 2023. Balance sheet items to note include $3.68 billion of current convertible senior notes and total stockholders' equity of only $210 million, reflecting the accumulated deficit and convertible debt position.

Aug 22, 2022 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

Palo Alto Networks Inc 8-K Report, Executive Changes (May 23, 2022)

Palo Alto Networks, Inc. (PANW) filed an 8-K on May 23, 2022, detailing two significant corporate governance changes. First, the company's Compensation and People Committee approved the establishment of a new Deferred Compensation Plan (DCP). This non-qualified plan allows U.S. employees at the Vice President level and above, including executive officers, to voluntarily defer salary, bonuses, commissions, and certain equity awards (RSUs and PSUs). Participants can elect notional investments, including those linked to the company's common stock. Payments will generally be made in company stock, with cash as a fallback if shares are insufficient. This plan is an unfunded and unsecured obligation of the company. Second, the Board of Directors adopted Amended and Restated Bylaws that shift the voting standard for director elections from a plurality to a majority vote. Under this new rule, a director nominee must receive more 'for' than 'against' votes to be elected, with exceptions for meetings where specific stockholder nomination notices are received. The company also updated its Corporate Governance Guidelines, requiring incumbent directors who fail to receive a majority of votes cast to promptly tender their resignation, which the board will then consider and disclose its decision publicly. These changes aim to enhance shareholder engagement and accountability in director elections.

May 23, 2022 8-K

Palo Alto Networks Inc 8-K Report, Financial Results (May 19, 2022)

Palo Alto Networks (PANW) reported fiscal third quarter 2022 results (quarter ended April 30, 2022) that show strong top-line momentum alongside continued GAAP losses. Total revenue rose 29% year over year to $1.39 billion (vs. $1.07 billion), subscription and support revenue grew about 32% to $1.04 billion, and billings grew 40% to $1.80 billion. Remaining performance obligation grew 40% to $6.9 billion, signaling strong forward visibility. GAAP net loss narrowed to $73.2 million ($0.74 per share) from $145.1 million ($1.50 per share) a year earlier, driven largely by lower interest expense following the company's convertible note accounting change. Operating loss improved to $47.6 million from $110.4 million, and gross margin held at roughly 68%. Non-GAAP net income reached $193.1 million, or $1.79 per diluted share, up from $139.5 million ($1.38) a year ago. The gap between GAAP and non-GAAP results is large, with share-based compensation of $267.2 million in the quarter being the main excluded item. Investors should weigh that stock-based compensation as a real economic cost when evaluating non-GAAP profitability. Management raised full-year fiscal 2022 guidance across revenue ($5.481-5.501 billion, about 29% growth), billings ($7.106-7.136 billion, 30-31% growth), and non-GAAP EPS ($7.43-7.46), and guided adjusted free cash flow margin to 32-33%. Fiscal Q4 guidance calls for revenue of $1.53-1.55 billion and billings of $2.32-2.35 billion. The company also ended the quarter with $3.9 billion in cash and short-term investments, though convertible senior notes due within the current period increased to $3.68 billion, a key balance sheet item to monitor.

May 19, 2022 8-K

Leadership Changes

Palo Alto Networks Inc 8-K Report, Executive Changes (Feb 23, 2022)

Palo Alto Networks, Inc. (PANW) filed an 8-K on February 23, 2022, detailing new executive compensation policies and agreements. A key development is the adoption of a "Continued Service Policy" by the Compensation and People Committee. This policy allows senior executives (Senior Vice President and above) who meet specific age (55+) and tenure (5 or 10 years) requirements to voluntarily resign from full-time employment while continuing to vest in equity awards, provided they transition to an advisory role. This aims to retain valuable expertise and ensure business continuity. Additionally, the company entered into addenda to the employment offer letters for its CFO, Dipak Golechha, and President, William "BJ" Jenkins. These addenda provide specific severance benefits in the event of a "change in control" followed by an involuntary termination (without cause) or voluntary termination (for good reason) within 12 months. Benefits include a lump sum of annual base salary, 100% of target incentive compensation, COBRA premium reimbursement for 12 months, and accelerated vesting of time-based equity awards.

Feb 23, 2022 8-K

Leadership ChangesShareholder Matters

Palo Alto Networks Inc 8-K Report, Financial Results (Feb 22, 2022)

Palo Alto Networks (PANW) reported fiscal second quarter 2022 results (quarter ended January 31, 2022) that showed strong top-line acceleration. Total revenue grew 30% year over year to $1.32 billion ($1,316.9 million), with subscription and support revenue of $1,008.9 million, up roughly 32%. Billings grew 32% to $1.61 billion ($1,607.9 million), and remaining performance obligation rose 36% to $6.3 billion, signaling healthy forward visibility. Profitability remained GAAP-negative, with a net loss of $93.5 million ($0.95 per share) versus a $142.3 million loss a year earlier, while non-GAAP net income rose to $185.0 million ($1.74 per diluted share) from $154.2 million. Share-based compensation of $283.3 million remains the largest reconciling item between GAAP and non-GAAP results and is a key point for investors to weigh. Management raised full-year fiscal 2022 guidance across revenue, billings, and non-GAAP EPS. Revenue is now expected at $5.425 billion to $5.475 billion (27% to 29% growth), billings at $6.80 billion to $6.85 billion (25% to 26% growth), and non-GAAP diluted EPS at $7.23 to $7.30. Fiscal third-quarter guidance calls for revenue of $1.345 billion to $1.365 billion (25% to 27% growth) and non-GAAP EPS of $1.65 to $1.68. Management attributed the strength to cybersecurity demand, hybrid work, and hyperscale cloud adoption, particularly in next-generation security offerings. The balance sheet strengthened in the period, with cash and short-term investments totaling about $3.3 billion. Convertible senior notes of $3.67 billion are now classified as current, which is a point to monitor on refinancing or settlement, and stockholders' equity fell to $117.8 million from $634.5 million, reflecting accumulated losses and capital returns. Management highlighted shareholder returns and free cash flow, with adjusted free cash flow margin guided at 32% to 33% for the year. This filing is preliminary and unaudited.

Feb 22, 2022 8-K

Palo Alto Networks Inc 8-K Report, Executive Changes (Dec 15, 2021)

Palo Alto Networks, Inc. (PANW) filed an 8-K on December 14, 2021, detailing the outcomes of its 2021 Annual Meeting of Stockholders held on December 13, 2021. The primary focus for investors is the shareholder approval of the new 2021 Equity Incentive Plan, which will replace the existing 2012 plan. This move is crucial as it allows the company to continue using equity as a tool for attracting, retaining, and motivating talent, which is vital for growth in the competitive cybersecurity market. Additionally, the filing confirms the election of Class I directors and the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2022. While the advisory vote on executive compensation received a majority of 'For' votes, it also saw a significant number of 'Against' votes, suggesting potential areas for management to address investor concerns regarding compensation structures. The strong turnout at the meeting indicates active shareholder engagement.

Dec 15, 2021 8-K