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Palo Alto Networks (PANW) posts 31% Q3 revenue growth and strong cash flow

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Palo Alto Networks reported strong fiscal third quarter 2026 results with rapid growth but a GAAP loss driven by acquisitions and share-based costs. Total revenue rose 31% year over year to $3.0 billion, helped by $388 million from CyberArk and Chronosphere. Next-Generation Security ARR grew 60% to $8.1 billion, and remaining performance obligation increased 36% to $18.4 billion.

On a GAAP basis, the company posted an operating loss of $183 million and a net loss of $177 million, reversing profits a year earlier. Non-GAAP operating income improved to $814 million, and non-GAAP net income rose to $684 million, or $0.85 per diluted share. Cash generation was robust, with operating cash flow of $871 million and adjusted free cash flow of $910 million, yielding a trailing 12‑month adjusted free cash flow margin of 38.5%.

Management highlighted accelerating organic bookings and progress integrating acquisitions while reiterating its long-term goal of a 40% adjusted free cash flow margin in fiscal 2028. Guidance for fiscal fourth quarter and full year 2026 calls for continued high growth in Next-Generation Security ARR, remaining performance obligation and revenue, along with expanding non-GAAP profitability.

Positive

  • Strong top-line and ARR growth: Q3 2026 revenue grew 31% year over year to $3.0 billion, while Next-Generation Security ARR rose 60% to $8.1 billion and remaining performance obligation increased 36% to $18.4 billion.
  • Robust profitability and cash generation on a non-GAAP basis: Non-GAAP operating income reached $814 million, non-GAAP net income was $684 million ($0.85 per diluted share), and trailing 12‑month adjusted free cash flow margin improved to 38.5%.

Negative

  • GAAP profitability pressure from acquisitive strategy and equity compensation: The company reported a GAAP operating loss of $183 million and a GAAP net loss of $177 million for Q3 2026, driven by large share-based compensation and acquisition-related expenses.

Insights

High-growth quarter with strong cash flow, offset by GAAP losses from heavy acquisition and stock-based costs.

Palo Alto Networks delivered 31% year-over-year revenue growth to $3.0 billion in fiscal Q3 2026, with meaningful contribution from CyberArk and Chronosphere. Next-Generation Security ARR climbed 60% to $8.1 billion, and remaining performance obligation reached $18.4 billion, up 36%, underscoring durable demand.

Profitability shows a split picture. GAAP results swung to an operating loss of $183 million and a net loss of $177 million, largely reflecting $517 million of share-based compensation and $198 million of acquisition-related costs in the quarter. On a non-GAAP basis, operating income increased to $814 million and diluted EPS to $0.85, indicating strong underlying margins.

Cash metrics are a key highlight: operating cash flow of $871 million and adjusted free cash flow of $910 million translate into a trailing 12‑month adjusted free cash flow margin of 38.5%. Management’s outlook for fiscal Q4 and full year 2026 points to continued high growth in Next-Generation Security ARR and revenue, and a non‑GAAP operating margin near 29%, while targeting a 40% adjusted free cash flow margin by FY28.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total revenue Q3 2026 $3.0 billion Fiscal third quarter 2026, 31% year-over-year growth
Next-Generation Security ARR $8.1 billion Fiscal third quarter 2026, 60% year-over-year growth
Remaining performance obligation $18.4 billion Fiscal third quarter 2026, 36% year-over-year growth
GAAP net income (loss) Q3 2026 -$177 million Fiscal third quarter 2026, vs. $262 million GAAP net income in Q3 2025
Non-GAAP net income Q3 2026 $684 million Fiscal third quarter 2026, $0.85 non-GAAP diluted EPS
Operating cash flow Q3 2026 $871 million Net cash provided by operating activities, fiscal third quarter 2026
Adjusted free cash flow Q3 2026 $910 million Fiscal third quarter 2026; adjusted free cash flow margin 30.3%
Trailing 12‑month adjusted FCF margin 38.5% Trailing 12 months ended April 30, 2026, up 430 bps year over year
Next-Generation Security ARR financial
"Next-Generation Security ARR for the fiscal third quarter 2026 grew 60% year over year to $8.1 billion."
Next-generation security ARR is the portion of a company’s predictable, subscription-style revenue that comes from modern cybersecurity products or services—think cloud-native defenses, AI-driven threat detection, or zero-trust tools. Investors care because recurring revenue from cutting-edge security offerings tends to be more stable and easier to forecast than one-time sales, and it can signal whether a firm is positioned to capture growing demand as organizations upgrade their defenses—similar to a steady subscription fee versus a single product purchase.
remaining performance obligation financial
"Remaining performance obligation grew 36% year over year to $18.4 billion."
Remaining performance obligation is the amount of work or services a company still needs to deliver to a customer under a contract. It matters because it shows how much revenue the company can expect to earn in the future from that contract, helping investors understand the company's ongoing business and growth potential.
adjusted free cash flow margin financial
"Trailing 12-month adjusted free cash flow margin of 38.5% was up 430 basis points year over year."
Adjusted free cash flow margin measures the cash a business actually keeps from sales after paying operating expenses and necessary capital spending, expressed as a percentage of revenue, with one‑time or unusual items removed. It matters to investors because it shows how efficiently sales convert into reusable cash — like the portion of a household’s paycheck left after regular bills, ignoring one‑off windfalls or expenses — which indicates capacity for dividends, debt repayment, and reinvestment.
non-GAAP operating income financial
"Non-GAAP operating income for the fiscal third quarter 2026 was $814 million."
Non-GAAP operating income is a measure of a company's profit from its core business activities, calculated by excluding certain expenses or income that are not part of regular operations. It provides a clearer picture of how well the business is performing by focusing on ongoing operations, helping investors compare companies more consistently and make better-informed decisions.
convertible senior notes financial
"Change in fair value of convertible notes and capped calls (3)"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
Revenue $3.0 billion 31% year-over-year growth
Next-Generation Security ARR $8.1 billion 60% year-over-year growth
Remaining performance obligation $18.4 billion 36% year-over-year growth
Non-GAAP net income per share, diluted $0.85 up from $0.80 in Q3 2025
Adjusted free cash flow margin 38.5% up 430 basis points year over year (trailing 12 months)
Guidance

For fiscal Q4 2026, revenue of $3.345–$3.355 billion and diluted non-GAAP EPS of $0.96–$0.98; for fiscal 2026, revenue of $11.415–$11.425 billion, non-GAAP operating margin of 28.9%–29.2%, diluted non-GAAP EPS of $3.77–$3.79, and adjusted free cash flow margin of 37.5%.

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0001327567false00013275672026-06-022026-06-02


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 2, 2026
 _____________________
PALO ALTO NETWORKS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-3559420-2530195
(State or other jurisdiction of
incorporation)
(Commission File Number)(IRS Employer
Identification No.)
3000 Tannery Way
Santa Clara, California 95054
(Address of principal executive office, including zip code)
(408753-4000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par value per sharePANWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  




Item 2.02 Results of Operations and Financial Condition.
On June 2, 2026, Palo Alto Networks, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter ended April 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
Press release dated as of June 2, 2026
104Cover Page Interactive Data File (formatted as Inline XBRL)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PALO ALTO NETWORKS, INC.
By:
/s/ NIKESH ARORA
Nikesh Arora
Chairman and Chief Executive Officer

Date: June 2, 2026


Exhibit 99.1

Palo Alto Networks Reports Fiscal Third Quarter 2026 Financial Results

SANTA CLARA, Calif., Jun. 2, 2026 — Palo Alto Networks (NASDAQ: PANW), the global cybersecurity leader, announced today financial results for its fiscal third quarter 2026, ended April 30, 2026.

"Q3 was a standout quarter for Palo Alto Networks, with accelerating organic bookings growth as customers turn to us to secure their AI deployments at scale," said Nikesh Arora, chairman and chief executive officer of Palo Alto Networks. "The latest advancements at the AI frontier have increased the level of urgency around cybersecurity, and redefined the shape of the industry for the coming years."

"Our Q3 results reflect strong growth across each of our platforms as we scale. We are executing ahead of our M&A integration plans and improving profitability across our businesses, which keeps us firmly on track to achieve 40% adjusted free cash flow margin in FY28," said Dipak Golechha, chief financial officer of Palo Alto Networks.

Third Quarter Fiscal 2026 Financial Highlights
Total revenue for the fiscal third quarter 2026 grew 31% year over year to $3.0 billion. This includes $388 million from CyberArk and Chronosphere.
Next-Generation Security ARR for the fiscal third quarter 2026 grew 60% year over year to $8.1 billion. This includes $1.6 billion in NGS ARR from CyberArk and Chronosphere.
Remaining performance obligation grew 36% year over year to $18.4 billion. This includes $1.8 billion from CyberArk and Chronosphere.
GAAP operating loss for the fiscal third quarter 2026 was $183 million, compared with GAAP operating income of $219 million, for the fiscal third quarter 2025. Non-GAAP operating income for the fiscal third quarter 2026 was $814 million, compared with non-GAAP operating income of $627 million for the fiscal third quarter 2025. A reconciliation between GAAP and non-GAAP information is contained in the tables below.
GAAP net loss for the fiscal third quarter 2026 was $177 million, or ($0.22) per diluted share, compared with GAAP net income of $262 million, or $0.37 per diluted share, for the fiscal third quarter 2025. Non-GAAP net income for the fiscal third quarter 2026 was $684 million, or $0.85 per diluted share, compared with non-GAAP net income of $561 million, or $0.80 per diluted share, for the fiscal third quarter 2025. A reconciliation between GAAP and non-GAAP information is contained in the tables below.
Net cash provided by operating activities for the fiscal third quarter 2026 was $871 million, compared with net cash provided by operating activities of $628 million, for the fiscal third quarter 2025. Adjusted free cash flow for fiscal third quarter 2026 was $910 million, compared with adjusted free cash flow of $578 million, for the fiscal third quarter 2025. Trailing 12-month adjusted free cash flow margin of 38.5% was up 430 basis points year over year. A reconciliation between GAAP and non-GAAP information is contained in the tables below.

Financial Outlook
Palo Alto Networks provides guidance based on current market conditions and expectations.

For the fiscal fourth quarter 2026, we expect:
Next-Generation Security ARR of $8.90 billion to $8.95 billion, representing year-over-year growth of 59% to 60%.
Remaining performance obligation of $20.9 billion to $21.0 billion, representing year-over-year growth of 32% to 33%.
Total revenue in the range of $3.345 billion to $3.355 billion, representing year-over-year growth of 32%.
Diluted non-GAAP net income per share in the range of $0.96 to $0.98, using 830 million to 840 million shares outstanding.

For the fiscal year 2026, we expect:
Next-Generation Security ARR of $8.90 billion to $8.95 billion, representing year-over-year growth of 59% to 60%.
Remaining performance obligation of $20.9 billion to $21.0 billion, representing year-over-year growth of 32% to 33%.
Total revenue in the range of $11.415 billion to $11.425 billion, representing year-over-year growth of 24%.
Non-GAAP operating margin in the range of 28.9% to 29.2%.
Diluted non-GAAP net income per share in the range of $3.77 to $3.79, using 763 million to 766 million shares outstanding.
Adjusted free cash flow margin to be 37.5%.

Guidance for non-GAAP financial measures excludes share-based compensation-related charges, including share-based payroll tax expense, acquisition-related costs, including change in fair value of contingent consideration liability, amortization expense of acquired intangible assets, litigation-related charges, non-cash charges related to convertible notes, change in fair value of convertible notes and capped calls, and income tax and other tax adjustments related to our long-term non-GAAP effective tax rate, along with certain non-recurring expenses and certain non-recurring cash flows. We have not reconciled non-GAAP operating margin guidance to GAAP operating margin, diluted non-GAAP net income per share guidance to GAAP net income (loss) per diluted share, or adjusted free cash flow margin guidance to GAAP net cash from operating activities because we do not provide guidance on GAAP operating margin, GAAP net income (loss) or net cash from operating activities and would not be able to present the various reconciling cash and non-cash items between GAAP and non-GAAP financial measures because certain items that impact these measures are uncertain or out of our control, or cannot be reasonably predicted, including share-based compensation expense, without unreasonable effort. The actual amounts of such reconciling items will have a significant impact on the company's GAAP net income (loss) per diluted share and GAAP net cash from operating activities.

Earnings Call Information
Palo Alto Networks will host a video webcast for analysts and investors to discuss the company’s fiscal third quarter 2026 results as well as the outlook for its fiscal fourth quarter and fiscal year 2026 today at 4:30 p.m. Eastern time/1:30 p.m. Pacific time. Open to the public, investors may access the webcast, supplemental financial information and earnings slides from the "Investors" section of the company’s website at investors.paloaltonetworks.com. A replay will be available three hours after the conclusion of the webcast and archived for one year.

Forward-Looking Statements
This press release contains forward-looking statements that involve risks, uncertainties and assumptions including statements regarding our financial and operating results and financial outlook for the fiscal fourth quarter 2026 and fiscal year 2026. There are a significant number of factors that could cause actual results to differ materially from forward-looking statements made or implied in this press release, including: developments and changes in general or worldwide market, geopolitical, economic, and business conditions; failure of our platformization product offerings; failure to achieve the expected benefits of our strategic partnerships and acquisitions; changes in the fair value of our contingent consideration liability associated with acquisitions; changes in the fair value of our convertible senior notes and capped call transactions; our ability to successfully integrate the businesses, operations and technologies of companies and businesses that we acquire; the risk that the expected benefits and synergies of our acquisitions may not be fully achieved in a timely manner, or at all; the risk that we will be unable to retain and hire key personnel; significant and/or unanticipated difficulties, liabilities, or expenditures relating to our acquisitions; the effect of the announcement, pendency or completion of acquisitions on our (including the companies that we acquire) business relationships and business operations generally; the effect of our acquisitions on our common share price and uncertainty as to the long-term value of our common stock; risks related to disruption of management time from ongoing business operations due to our acquisitions; risks associated with managing our growth; risks associated with new product, subscription and support offerings, including our product offerings that leverage or incorporate AI and the expansion of our offerings into new categories, such as the identity security and observability spaces; shifts in priorities or delays in the development or release of new product or subscription or other offerings, or the failure to timely develop and achieve market acceptance of new products and subscriptions as well as existing products, subscriptions and support offerings; failure of our business strategies; rapidly evolving technological developments in the market for security products, subscriptions and support offerings; defects, errors, or vulnerabilities in our products, subscriptions or support offerings; our customers’ purchasing decisions and the length of sales cycles; our competition; our ability to attract and retain new customers; our ability to acquire and integrate other companies, products, or technologies in a successful manner; our debt repayment obligations; and our share repurchase program, which may not be fully consummated or enhance shareholder value, and any share repurchases which could affect the price of our common stock.

For additional risks and uncertainties on these and other factors that could affect our financial results and cause actual results to differ materially from those described in the forward-looking statements we make in this press release are included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in our Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (SEC) on February 18, 2026, which is available on our website at investors.paloaltonetworks.com and on the SEC's website at www.sec.gov. Additional information will also be set forth in other documents that we file with or furnish to the SEC from time to time. All forward-looking statements in this press release are based on our current beliefs and information available to management as of the date hereof and are inherently uncertain, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

Non-GAAP Financial Measures and Other Key Metrics
Palo Alto Networks has provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (GAAP). The company uses these non-GAAP financial measures and other key metrics internally in analyzing its financial results and believes that the use of these non-GAAP financial measures and key metrics are helpful to investors as an additional tool to evaluate ongoing operating results and trends, and in comparing the company’s financial results with other companies in its industry, many of which present similar non-GAAP financial measures or key metrics.

The presentation of these non-GAAP financial measures and key metrics are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of the company’s historical non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.

Non-GAAP operating income. Palo Alto Networks defines non-GAAP operating income as operating income (loss) plus share-based compensation-related charges, including share-based payroll tax expense, acquisition-related costs, including change in fair value of contingent consideration liability, amortization expense of acquired intangible assets, and litigation-related charges. The company believes that non-GAAP operating income provides management and investors with greater visibility into the underlying performance of the company’s core business operating results.

Non-GAAP net income and net income per share, diluted. Palo Alto Networks defines non-GAAP net income as net income (loss) plus share-based compensation-related charges, including share-based payroll tax expense, acquisition-related costs, including change in fair value of contingent consideration liability, amortization expense of acquired intangible assets, litigation-related charges, non-cash charges related to convertible notes, and change in fair value of convertible notes and capped calls. The company also excludes from non-GAAP net income tax adjustments related to our long-term non-GAAP effective tax rate in order to provide a complete picture of the company’s recurring core business operating results. The company defines non-GAAP net income per share, diluted, as non-GAAP net income divided by the weighted-average diluted shares outstanding, which includes the potentially dilutive effect of the company’s employee equity incentive plan awards and the company’s convertible senior notes and related warrants, after giving effect to the anti-dilutive impact of the company’s note hedge agreements and capped call transactions, which reduced the potential economic dilution that otherwise would have occurred in connection with the conversion and settlement of the company’s convertible senior notes. Under GAAP, the anti-dilutive impact of the note hedge or capped calls is not reflected in diluted shares outstanding. The company considers these non-GAAP financial measures to be useful metrics for management and investors for the same reasons that it uses non-GAAP operating income.

Adjusted free cash flow margin, adjusted free cash flow, and free cash flow. Palo Alto Networks defines adjusted free cash flow margin, a non-GAAP measure, as adjusted free cash flow divided by total revenue. The company defines adjusted free cash flow, a non-GAAP measure, as free cash flow, plus certain capital expenditures for our headquarters and certain corporate assets, plus payments of acquisition-related costs, plus litigation-related payments. The company defines free cash flow, a non-GAAP measure, as cash provided by operating activities less purchases of property, equipment, and other assets. We consider free cash flow, adjusted free cash flow, and adjusted free cash flow margin to be operating metrics as well as profitability and liquidity measures that provide useful information to management and investors about the amount of cash generated by the business after necessary capital expenditures and before the impact of certain qualifying non-recurring cash payments from operating activities, as applicable. A limitation of the utility of free cash flow or adjusted free cash flow as a measure of our financial performance and liquidity is that it does not represent the total increase or decrease in our cash balance for the period. In addition, it is important to note that other companies, including companies in our industry, may not use free cash flow or adjusted free cash flow, may calculate free cash flow or adjusted free cash flow in a different manner than we do, or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of free cash flow or adjusted free cash flow as a comparative measure.

Next-Generation Security ARR. Palo Alto Networks defines Next-Generation Security ARR as the annualized allocated revenue of all active contracts as of the final day of the reporting period related to all product, subscription and support offerings, excluding revenue from hardware products, and legacy attached subscriptions, support offerings and professional services. The company considers Next-Generation Security ARR to be a useful operating metric for management and investors to assess the performance of the company because Next-Generation Security is where the company has focused its innovation and the company expects its overall revenue to be disproportionately driven by this Next-Generation Security portfolio. Because Next-Generation Security ARR does not have the effect of providing a numerical measure that is different from any comparable GAAP measure, the company does not consider it a non-GAAP measure.

Investors are cautioned that there are a number of limitations associated with the use of non-GAAP financial measures and key metrics as analytical tools. Many of the adjustments to the company’s GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in the company’s financial results for the foreseeable future, such as share-based compensation, which is an important part of Palo Alto Networks employees’ compensation and impacts their performance. Furthermore, these non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP, and the components that Palo Alto Networks excludes in its calculation of non-GAAP financial measures may differ from the components that its peer companies exclude when they report their non-GAAP results of operations. Palo Alto Networks compensates for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures. In the future, the company may also exclude non-recurring expenses and other expenses that do not reflect the company’s core business operating results.

About Palo Alto Networks
Palo Alto Networks® (NASDAQ: PANW), the global AI cybersecurity leader, protects our digital way of life with a comprehensive portfolio of cybersecurity solutions and platforms across Network, Cloud, Security Operations, AI and Identity. Trusted by 70,000+ customers and powered by Unit 42® threat intelligence, our AI-driven platforms eliminate complexity, empowering enterprises to modernize with confidence and securing the speed of innovation. Explore the future of security at www.paloaltonetworks.com.

Palo Alto Networks and the Palo Alto Networks logo are trademarks of Palo Alto Networks, Inc. in the United States or in certain jurisdictions throughout the world. All other trademarks, trade names, or service marks used or mentioned herein belong to their respective owners. Any unreleased services or features (and any services or features not generally available to customers) referenced in this or other press releases or public statements are not currently available (or are not yet generally available to customers) and may not be delivered when expected or at all. Customers who purchase Palo Alto Networks applications should make their purchase decisions based on services and features currently generally available.

Media Contact:
Allie Cefalo Morales
VP, Global Communications, Palo Alto Networks
press@paloaltonetworks.com

Investor Relations Contact:
Ryan Fenwick
Director, Investor Relations & Strategic Finance, Palo Alto Networks
ir@paloaltonetworks.com


1



Palo Alto Networks, Inc.
Preliminary Condensed Consolidated Statements of Operations
(In millions, except per share data)
(Unaudited)
Three Months EndedNine Months Ended
April 30,April 30,
2026202520262025
Revenue:
Product$594 $453 $1,542 $1,228 
Subscription and support2,408 1,836 6,528 5,457 
Total revenue3,002 2,289 8,070 6,685 
Cost of revenue:
Product167 101 371 277 
Subscription and support807 518 1,926 1,495 
Total cost of revenue974 619 2,297 1,772 
Total gross profit2,028 1,670 5,773 4,913 
Operating expenses:
Research and development734 494 1,773 1,480 
Sales and marketing1,161 793 2,804 2,271 
General and administrative316 164 673 416 
Total operating expenses2,211 1,451 5,250 4,167 
Operating income (loss)(183)219 523 746 
Interest expense— (1)— (3)
Other income, net27 93 282 261 
Income (loss) before income taxes(156)311 805 1,004 
Provision for income taxes
21 49 216 124 
Net income (loss)$(177)$262 $589 $880 
Net income (loss) per share, basic$(0.22)$0.39 $0.81 $1.33 
Net income (loss) per share, diluted$(0.22)$0.37 $0.79 $1.24 
Weighted-average shares used to compute net income (loss) per share, basic801 665 729 659 
Weighted-average shares used to compute net income (loss) per share, diluted801 707 744 708 



2


Palo Alto Networks, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In millions, except per share amounts)
(Unaudited)
Three Months EndedNine Months Ended
April 30,April 30,
2026202520262025
GAAP operating income (loss)$(183)$219 $523 $746 
Share-based compensation-related charges517 355 1,225 1,014 
Acquisition-related costs(1)
198 227 32 
Amortization expense of acquired intangible assets280 43 357 127 
Litigation-related charges(2)
13 (35)
Non-GAAP operating income
$814 $627 $2,345 $1,884 
GAAP net income (loss)$(177)$262 $589 $880 
Share-based compensation-related charges517 355 1,225 1,014 
Acquisition-related costs(1)
198 227 32 
Amortization expense of acquired intangible assets280 43 357 127 
Litigation-related charges(2)
13 (35)
Change in fair value of convertible notes and capped calls(3)
38 — 38 
Income tax and other tax adjustments(4)
(174)(109)(371)(347)
Non-GAAP net income$684 $561 $2,078 $1,672 
GAAP net income (loss) per share, diluted$(0.22)$0.37 $0.79 $1.24 
Share-based compensation-related charges0.64 0.52 1.64 1.46 
Acquisition-related costs(1)
0.25 0.01 0.31 0.05 
Amortization expense of acquired intangible assets0.35 0.06 0.48 0.18 
Litigation-related charges(2)
0.00 0.00 0.02 (0.05)
Change in fair value of convertible notes and capped calls(3)
0.05 0.00 0.05 0.00 
Income tax and other tax adjustments(4)
(0.22)(0.16)(0.50)(0.49)
Non-GAAP net income per share, diluted$0.85 $0.80 $2.79 $2.39 
GAAP weighted-average shares used to compute net income (loss) per share, diluted801 707 744 708 
Weighted-average dilutive effect of potentially dilutive securities(5)
— — — 
Weighted-average anti-dilutive impact of note hedge agreements— (6)— (9)
Non-GAAP weighted-average shares used to compute net income per share, diluted807 701 744 699 

(1)    Consists of acquisition transaction costs, share-based compensation related to the cash settlement of certain equity awards, change in fair value of contingent consideration liability, and costs to terminate certain employment, operating lease, and other contracts of the acquired companies. During the three and nine months ended April 30, 2026, it also includes integration costs related to our acquisition of CyberArk Software Ltd.
(2)    Consists of the amortization of intellectual property licenses and covenant not to sue, and legal contingency charges (credit). During the nine months ended April 30, 2026, it also includes a litigation settlement charge.
(3)    Consists of changes in fair value of convertible senior notes acquired from CyberArk Software Ltd. that are included in earnings and changes in fair value of the related capped calls. During the nine months ended April 30, 2025, it also includes non-cash interest expense for amortization of debt issuance costs related to the company's convertible senior notes.
(4)    Consists of income tax adjustments related to our long-term non-GAAP effective tax rate.
(5)    Consists of potentially dilutive effect of employee equity incentive plan awards in periods with GAAP net loss position as they are excluded from GAAP weighted-average shares.

3


Palo Alto Networks, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures (Continued)
(In millions)
(Unaudited)
Three Months EndedTrailing 12-Month Ended
April 30,April 30,
2026202520262025
Net cash provided by operating activities$871 $628 $4,217 $3,208 
Less: purchases of property, equipment, and other assets83 68 424 208 
Free cash flow (non-GAAP)$788 $560 $3,793 $3,000 
Add: capital expenditures for headquarters(1)
— — 91 — 
Add: capital expenditures for certain corporate assets(2)
18 55 18 
Add: payments of acquisition-related costs(3)
117 — 136 — 
Add: litigation related payment(4)
— — 20 
Adjusted free cash flow (non-GAAP)$910 $578 $4,079 $3,038 
Adjusted free cash flow margin (non-GAAP)30.3 %25.3 %38.5 %34.2 %

(1)    Consists of a land purchase of $91 million.
(2)    Consists of a one-time purchase of a corporate asset which is expected to be paid through July 2026.
(3)    Consists of payments of acquisition-related costs in connection with our acquisitions of CyberArk Software Ltd. and Koi Security Ltd.
(4)    Consists of non-recurring litigation settlement payments during the three months ended July 31, 2024 and January 31, 2026.

4


Palo Alto Networks, Inc.
Preliminary Condensed Consolidated Balance Sheets
(In millions)
April 30, 2026July 31, 2025
(unaudited)
Assets
Current assets:
Cash and cash equivalents$2,364 $2,269 
Short-term investments747 635 
Accounts receivable, net2,852 2,965 
Short-term financing receivables, net591 715 
Short-term deferred contract costs454 419 
Prepaid expenses and other current assets705 520 
Total current assets 7,713 7,523 
Property and equipment, net506 387 
Operating lease right-of-use assets678 347 
Long-term investments3,881 5,555 
Long-term financing receivables, net779 1,002 
Long-term deferred contract costs551 586 
Goodwill21,902 4,567 
Intangible assets, net7,283 763 
Deferred tax assets
2,380 2,424 
Other assets593 422 
Total assets $46,266 $23,576 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $293 $232 
Accrued compensation680 608 
Accrued and other liabilities 760 846 
Deferred revenue7,113 6,302 
Short-term convertible senior notes160 — 
Total current liabilities 9,006 7,988 
Long-term convertible senior notes1,192 — 
Long-term deferred revenue6,492 6,450 
Deferred tax liabilities
259 89 
Long-term operating lease liabilities719 338 
Other long-term liabilities930 887 
Total liabilities18,598 15,752 
Stockholders’ equity:
Preferred stock— — 
Common stock and additional paid-in capital24,608 5,292 
Accumulated other comprehensive income (loss)(13)48 
Retained earnings
3,073 2,484 
Total stockholders’ equity27,668 7,824 
Total liabilities and stockholders’ equity$46,266 $23,576 


5

FAQ

How did Palo Alto Networks (PANW) perform in fiscal Q3 2026?

Palo Alto Networks posted strong growth in fiscal Q3 2026, with revenue up 31% year over year to $3.0 billion. Next-Generation Security ARR grew 60% to $8.1 billion, and non-GAAP net income increased to $684 million, or $0.85 per diluted share.

Did Palo Alto Networks report a profit or loss in Q3 2026 on a GAAP basis?

On a GAAP basis, Palo Alto Networks reported a net loss of $177 million in Q3 2026, or ($0.22) per diluted share. This compared with GAAP net income of $262 million, or $0.37 per diluted share, in the same quarter of 2025.

What were Palo Alto Networks’ key cash flow metrics for Q3 2026?

Net cash provided by operating activities was $871 million in Q3 2026, up from $628 million a year earlier. Adjusted free cash flow was $910 million, versus $578 million in Q3 2025, and trailing 12‑month adjusted free cash flow margin rose to 38.5%.

How fast are Palo Alto Networks’ Next-Generation Security ARR and RPO growing?

Next-Generation Security ARR reached $8.1 billion in Q3 2026, growing 60% year over year. Remaining performance obligation increased 36% to $18.4 billion, reflecting strong contracted demand for the company’s security platforms and subscriptions.

What guidance did Palo Alto Networks give for fiscal Q4 2026?

For fiscal Q4 2026, Palo Alto Networks expects revenue between $3.345 billion and $3.355 billion, representing 32% year-over-year growth. It also forecasts diluted non-GAAP net income per share of $0.96 to $0.98, using 830 million to 840 million shares outstanding.

What is Palo Alto Networks’ outlook for full fiscal year 2026?

For fiscal 2026, the company projects revenue of $11.415 billion to $11.425 billion, up 24% year over year. It targets non-GAAP operating margin of 28.9% to 29.2%, diluted non-GAAP EPS of $3.77 to $3.79, and an adjusted free cash flow margin of 37.5%.

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