[8-K] Palo Alto Networks Inc Reports Material Event

Rhea-AI Filing Summary

Palo Alto Networks, Inc. filed a current report to supplement its 2025 annual meeting proxy with updated equity compensation information. On November 10, 2025, the company granted additional equity awards totaling 2,735,105 shares of common stock under its 2021 Equity Incentive Plan, with a maximum potential payout of up to 2,958,667 shares. After these grants, 24,341,864 shares remained available for future awards under the 2021 plan, and 26,116,221 shares were subject to outstanding awards under the 2012 and 2021 equity plans.

As of November 17, 2025, the company had 184,020 stock options outstanding with a weighted-average exercise price of $32.25 per share and a weighted-average remaining duration of 0.42 years, and 25,932,201 restricted stock units outstanding. This update gives shareholders a clearer view of existing equity awards and remaining capacity under the 2021 equity plan, excluding the employee stock purchase plan.

Palo Alto Networks Inc false 0001327567 0001327567 2025-11-21 2025-11-21

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) November 21, 2025

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:

☐ 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 8.01 Other Events.

On November 7, 2025, Palo Alto Networks, Inc. (the “Company”) filed its definitive proxy statement (the “Proxy Statement”) for the Company’s 2025 Annual Meeting of Shareholders to be held on December 9, 2025. The following information supplements the disclosures set forth in the Proxy Statement.

On November 10, 2025, the Company granted additional equity awards totaling 2,735,105 shares of the Company’s common stock under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), with a maximum potential payout of up to 2,958,667 shares. Following these grants, 24,341,864 shares remained available for grant under the 2021 Plan. Additionally, 26,116,221 shares are subject to outstanding awards under the Company’s 2012 Equity Incentive Plan and the 2021 Plan.

Additional Equity Plan Information

The following table provides certain additional information regarding the Company’s equity compensation plans as of the latest practicable date prior to this filing, excluding the Company’s 2012 Employee Stock Purchase Plan:

		As of 11/17/2025
Total Stock Options (including Performance-Based Stock Options) Outstanding			184,020
Weighted-Average Exercise Price of Stock Options Outstanding		$	32.25 per share
Weighted-Average Remaining Duration of Stock Options Outstanding			0.42 years
Total Restricted Stock Units (including Performance-Based Restricted Stock Units) Outstanding			25,932,201
Total Shares Available for Grant under the 2021 Equity Incentive Plan			24,341,864

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: November 21, 2025

FAQ

What equity awards did Palo Alto Networks (PANW) grant on November 10, 2025?

On November 10, 2025, Palo Alto Networks granted additional equity awards totaling 2,735,105 shares of its common stock under the 2021 Equity Incentive Plan, with a maximum potential payout of up to 2,958,667 shares.

How many shares remain available under Palo Alto Networks' 2021 Equity Incentive Plan?

Following the November 10, 2025 grants, 24,341,864 shares of Palo Alto Networks common stock remained available for grant under the 2021 Equity Incentive Plan.

What is the total number of outstanding equity awards for Palo Alto Networks (PANW)?

The company reports that 26,116,221 shares are subject to outstanding awards under its 2012 Equity Incentive Plan and 2021 Equity Incentive Plan, and this figure excludes the 2012 Employee Stock Purchase Plan.

How many stock options and RSUs does Palo Alto Networks have outstanding as of November 17, 2025?

As of November 17, 2025, Palo Alto Networks had 184,020 stock options outstanding with a weighted-average exercise price of $32.25 per share and a weighted-average remaining duration of 0.42 years, and 25,932,201 restricted stock units outstanding.

Does the new Palo Alto Networks filing change information for the 2025 annual shareholder meeting?

Yes. The company states that this current report supplements the disclosures in its definitive proxy statement for the 2025 Annual Meeting of Shareholders by providing updated equity compensation plan information.

Are Palo Alto Networks' employee stock purchase plan shares included in these equity figures?

No. The company specifies that the additional equity plan information table excludes shares related to its 2012 Employee Stock Purchase Plan.