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

Reports
Earnings & Results·Exhibits & Filings
Filing Date
Filed June 2, 2026
Period End
June 2, 2026
Security
PANW
In the record · 2016–202610-K1110-Q328-K110

PANW filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 110 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Sep ’18Sep ’18
  2. Leadership change8-K · Sep ’21Sep ’21
  3. Leadership change8-K · Aug ’25Aug ’25

01—Abstract

Summary

Summary of the 8-K filed June 2, 2026. Cited figures are marked; the original filing is the authoritative source.

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 billiona, 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 millionb 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 millionc (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 billiond on the balance sheet. The company is targeting a 40% adjusted FCF margin in FY28.

02—Key points

Key Highlights

  1. Revenue grew 31% year over year to $3.002 billion, but acquisitions from CyberArk and Chronosphere contributed $388 million, implying organic growth of roughly 14%.
  2. Next-Generation Security ARR grew 60% to $8.1 billion, with $1.6 billion from acquisitions; remaining performance obligation grew 36% to $18.4 billion.
  3. GAAP operating loss of $183 million and GAAP net loss of $(0.22) per diluted share, versus GAAP operating income of $219 million and EPS of $0.37 a year earlier, reflecting amortization, acquisition costs, and share-based compensation.
  4. Non-GAAP operating income rose 30% to $814 million, and non-GAAP EPS increased to $0.85 from $0.80.
  5. Adjusted free cash flow was $910 million in the quarter (30.3% margin), and the trailing-twelve-month adjusted FCF margin reached 38.5%, up 430 basis points.
  6. Fiscal Q4 guidance calls for revenue of $3.345 to $3.355 billion and non-GAAP EPS of $0.96 to $0.98; full-year FY26 revenue guidance is $11.415 to $11.425 billion.
  7. Share count rose sharply to 801 million basic weighted-average shares from 665 million, and goodwill increased to $21.9 billion from $4.6 billion, reflecting the CyberArk acquisition.

03—Questions

Frequently Asked Questions

  1. How much of the 31% revenue growth is organic?

    Acquisitions from CyberArk and Chronosphere contributed $388 million of the $3.002 billion in quarterly revenue. Excluding that amount, revenue was about $2.614 billion, or roughly 14% growth over the $2.289 billion reported a year earlier. Investors should treat the 31% headline figure as inflated by acquisitions.

  2. Why is the company reporting a GAAP loss when non-GAAP profit is strong?

    The GAAP loss reflects $517 million of share-based compensation, $280 million of amortization of acquired intangibles, and $198 million of acquisition-related costs, including integration costs for CyberArk. Non-GAAP results exclude these items. Management argues the exclusions show core operating performance, but these costs recur and are a real economic expense for shareholders.

  3. How has the acquisition affected the balance sheet and share count?

    Goodwill increased to $21.9 billion from $4.6 billion, and intangible assets rose to $7.3 billion from $0.8 billion. Total convertible senior notes are about $1.35 billion, including notes acquired from CyberArk. Basic weighted-average shares rose to 801 million from 665 million, so per-share metrics face significant dilution pressure, and the impairment risk on the large goodwill balance will matter if integration underperforms.

  4. What does the guidance imply for the rest of the year?

    The company guides FY26 revenue to $11.415 to $11.425 billion (24% growth) and non-GAAP EPS to $3.77 to $3.79 on 763 to 766 million diluted shares. Implied Q4 revenue of about $3.35 billion is up roughly 32% year over year. The company expects a 37.5% adjusted FCF margin for the year, with a 40% target in FY28. Guidance is based on non-GAAP measures, and GAAP results are not reconciled.

04—Continue

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