Palo Alto Networks (NASDAQ: PANW) completes Chronosphere acquisition

Rhea-AI Filing Summary

Palo Alto Networks, Inc. completed its previously announced acquisition of Chronosphere, Inc. on January 29, 2026. Merger Sub, a wholly owned Palo Alto Networks subsidiary, merged with and into Chronosphere, with Chronosphere surviving as a wholly owned subsidiary of the company.

The company furnished a press release about the closing as an exhibit, noting that this information is provided under Regulation FD and is not deemed filed for liability purposes under the Exchange Act.

Insights

Technology M&A and disclosure analyst

Palo Alto Networks closed its previously announced Chronosphere acquisition.

Palo Alto Networks has completed the Merger in which its wholly owned subsidiary, Merger Sub, combined with Chronosphere, Inc., leaving Chronosphere as a wholly owned subsidiary. This reflects the closing of a transaction that had been announced earlier.

The disclosure is made under Regulation FD with a related press release furnished as an exhibit, and it is explicitly not deemed filed for liability purposes under Section 18 of the Exchange Act. The 8-K mainly formalizes the closing and directs readers to the press release for additional details.

Palo Alto Networks Inc false 0001327567 0001327567 2026-01-29 2026-01-29

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)

January 29, 2026

PALO ALTO NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35594		20-2530195
(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)

(408) 753-4000

(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 class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		PANW		The 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 7.01 Regulation FD Disclosure.

On January 29, 2026 (the “Closing Date”), Palo Alto Networks, Inc. (the “Company”) completed the previously announced transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with Chronosphere, Inc., a Delaware corporation (“Chronosphere”), Caterpillar Strategies, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and the representative of the Chronosphere stockholders. On the Closing Date, Merger Sub merged with and into Chronosphere (the “Merger”), with Chronosphere continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of the Company.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press release dated as of January 29, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Bruce Byrd
		Bruce Byrd Executive Vice President General Counsel and Secretary

Date: January 29, 2026

FAQ

What did Palo Alto Networks (PANW) announce in this 8-K?

Palo Alto Networks announced it completed the previously disclosed Merger with Chronosphere, Inc. Merger Sub, a wholly owned subsidiary, merged into Chronosphere, which now operates as a wholly owned subsidiary of Palo Alto Networks following the January 29, 2026 closing.

Who is Chronosphere in relation to Palo Alto Networks (PANW) after the Merger?

After the Merger, Chronosphere, Inc. is the surviving corporation and a wholly owned subsidiary of Palo Alto Networks. Merger Sub, the Palo Alto Networks subsidiary created for the transaction, was merged into Chronosphere as part of the completed deal.

When did Palo Alto Networks (PANW) close the Chronosphere Merger?

The Merger with Chronosphere closed on January 29, 2026, referred to as the Closing Date. On that date, Merger Sub merged with and into Chronosphere, and Chronosphere continued as the surviving corporation under Palo Alto Networks’ ownership.

How is the Chronosphere Merger information treated for SEC purposes?

The Chronosphere Merger information, including the related press release, is furnished under Regulation FD. It is expressly stated not to be deemed filed under Section 18 of the Exchange Act or automatically incorporated into other Securities Act or Exchange Act filings.

What exhibit did Palo Alto Networks (PANW) include about the Chronosphere deal?

Palo Alto Networks included Exhibit 99.1, a press release dated January 29, 2026, describing the Chronosphere transaction. It also listed Exhibit 104, which is the Cover Page Interactive Data File embedded within the Inline XBRL version of the document.

Who signed the Palo Alto Networks (PANW) 8-K for the Chronosphere Merger?

The 8-K related to the Chronosphere Merger was signed on behalf of Palo Alto Networks by Bruce Byrd. He is identified as Executive Vice President, General Counsel and Secretary, acting as the duly authorized signatory for the company.