Every 8-K that Palo Alto Networks, Inc. (PANW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PANW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PANW filings page.
Palo Alto Networks Inc (PANW) reported strong growth for its fiscal fourth quarter and full year ended July 31, 2026, while GAAP profitability declined due largely to acquisition- and financing-related items. Q4 total revenue grew 34% year over year to $3.41 billion, and Next-Generation Security ARR rose 63% to $9.10 billion, highlighting continued momentum across Network & AI Security, Cortex and Idira platforms.
Despite this, Q4 GAAP operating income fell to $172 million from $497 million, and the company recorded a GAAP net loss of $282 million versus prior-year net income of $254 million, driven in part by higher share-based compensation, amortization of acquired intangibles and a $524 million change in fair value of convertible senior notes and capped calls. Non-GAAP results were much stronger: Q4 non-GAAP operating income was $1.0 billion and non-GAAP net income was $853 million, or $1.02 per diluted share.
Full-year revenue increased to $11.48 billion from $9.22 billion, with non-GAAP net income of $2.93 billion and adjusted free cash flow of $4.41 billion, yielding a 38.4% adjusted free cash flow margin. The balance sheet expanded significantly, with total assets of $48.46 billion, including $22.01 billion of goodwill following acquisitions such as CyberArk Software Ltd. The company acquired Console, an AI-native agentic workflow platform, to extend Cortex across broader enterprise operations.
For fiscal Q1 2027, Palo Alto Networks forecasts revenue of $3.30–$3.31 billion (33–34% growth) and diluted non-GAAP EPS of $0.96–$0.98. For fiscal 2027, it guides to revenue of $14.10–$14.20 billion (23–24% growth), non-GAAP operating margin of 29.5%, diluted non-GAAP EPS of $4.16–$4.19, and adjusted free cash flow margin of 38.0%, supporting its longer-term Next-Generation Security ARR and free cash flow targets.
Palo Alto Networks, Inc. (PANW) adopted an Executive Change in Control and Severance Policy covering employees at Senior Vice President level and above, including CEO Nikesh Arora, CFO Dipak Golechha, President William “BJ” Jenkins, and Chief Product and Technology Officer Lee Klarich. Outside a change in control protection period, qualifying terminations by the company provide 100% of base salary as severance for executive officers, cash incentive severance based on target bonuses, 12 months of health benefit severance, and 12 months of time-based equity vesting acceleration.
During the change in control period, defined as beginning three months before and ending 12 months after a change in control for most executives and 18 months for the CEO, qualifying terminations by the company without cause, death or disability or by the executive for good reason provide enhanced benefits. The CEO is eligible for 200% of base salary and annual target cash incentive plus 24 months of health benefit severance, and other executive officers for 150% of base salary and target cash incentive plus 18 months of health benefit severance, along with full acceleration of unvested equity awards, with performance awards treated under their individual agreements. The policy also includes a Section 280G “best net” cutback or full payment approach. The board also approved amended and restated bylaws to reflect recent Delaware law changes, clarify stockholder meeting and proxy provisions, expand authority to call special board meetings to the lead independent director, update indemnification, and make other technical and conforming changes.
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.
Palo Alto Networks, Inc. has extended the leases on its Santa Clara campus, covering multiple buildings totaling several hundred thousand rentable square feet. The amended leases for Buildings E, F, G and H at Tannery Way now run for a new 12-year term starting on August 1, 2028 and ending on July 31, 2040, with two additional six-year extension options.
Base rent will be free for the first 12 months of the extended term, then set at $3.825 per rentable square foot per month, increasing 2% annually. The landlord will also provide a tenant improvement allowance of up to $72.50 per rentable square foot for upgrades to the leased properties, supporting the company’s long-term occupancy and facility investment at its Santa Clara location.
Palo Alto Networks, Inc. reported that CyberArk Software Ltd. has changed the default settlement method for its 0.00% Convertible Senior Notes due 2030. Effective for any conversion with a Conversion Date on or after March 23, 2026, the Default Settlement Method will be Combination Settlement.
The filing states that the Specified Dollar Amount is $1,000 per $1,000 principal amount of Notes. All such conversions will use this Combination Settlement and Specified Dollar Amount unless and until the settlement method is later modified in accordance with the Indenture.
Palo Alto Networks, Inc. authorized an additional $1.0 billion share repurchase program, increasing its total buyback authorization from $4.1 billion. The earlier authorization was fully used, with $0.0 million remaining as of March 6, 2026. The company repurchased $1.0 billion of stock between February 20 and 24, 2026, buying approximately 6.8 million shares at an average price of $147.69 per share. The new authorization, funded from working capital, runs through December 31, 2026 and permits opportunistic open-market and privately negotiated transactions. Shares outstanding were about 811 million as of March 6, 2026.
Palo Alto Networks reported strong fiscal second quarter 2026 results, with revenue rising 15% year over year to $2.6 billion and GAAP net income increasing to $432 million, or $0.61 per diluted share. Non-GAAP net income grew to $732 million, or $1.03 per diluted share, and non-GAAP operating margin reached 30.3%.
Next-Generation Security annual recurring revenue climbed 33% to $6.3 billion, and remaining performance obligation rose 23% to $16.0 billion, highlighting growing contracted revenue. For the fiscal third quarter and full year 2026, the company expects revenue growth in the high‑20% range, Next-Generation Security ARR growth above 50%, non-GAAP operating margin around the high‑20% range, and an adjusted free cash flow margin of 37%.
Palo Alto Networks has completed its acquisition of CyberArk, making identity security a core part of its cybersecurity platform. CyberArk shareholders will receive $45.00 in cash plus 2.2005 Palo Alto Networks shares for each CyberArk ordinary share.
CyberArk’s 0.00% Convertible Senior Notes due 2030 are now exchangeable into Palo Alto Networks common stock and cash, and Palo Alto Networks has guaranteed CyberArk’s obligations under these notes. Related capped call transactions were amended so dealers deliver Palo Alto Networks shares instead of CyberArk shares.
Palo Alto Networks also announced its intent to seek a secondary listing on the Tel Aviv Stock Exchange under the “CYBR” ticker while remaining listed on Nasdaq as “PANW.” The company plans to discuss results and updates on its Q2 FY2026 earnings call on February 17, 2026.
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.
Palo Alto Networks, Inc. reported the results of its 2025 Annual Meeting of Shareholders. Shareholders approved an amendment to the 2021 Equity Incentive Plan, adding 10,000,000 shares of common stock reserved for future issuance, increasing the pool of equity available for employee and director compensation.
Shareholders elected Class II directors John M. Donovan, James J. Goetz and Helle Thorning-Schmidt to serve until the 2028 annual meeting, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending July 31, 2026. An advisory vote on named executive officer compensation received 221,211,579 votes for, 253,792,757 against and 4,432,315 abstentions. A shareholder proposal on a policy addressing the impact of share repurchases on financial performance metrics was not approved, while a proposal to elect all directors annually was approved.
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. announced that director Mary Pat McCarthy will retire from its Board of Directors effective January 23, 2026. She stepped down as chair of the Audit Committee on November 18, 2025 but will remain on both the Audit Committee and the Security Committee until her retirement. The company states she is retiring voluntarily for strictly personal reasons.
The Board appointed Mark Goodburn, former senior executive at KPMG International, as a Class I director with a term expiring at the 2027 annual meeting. He will serve as chair of the Audit Committee and a member of the Security Committee. In line with the company’s director compensation policy, he is expected to receive an initial restricted stock unit award valued at approximately $1,000,000, vesting over three years, with full vesting upon a change of control and additional annual RSU grants tied to continued Board service.
Palo Alto Networks, Inc. reported that it has released financial results for its first quarter ended October 31, 2025, via a press release furnished to investors. While specific numbers are not included here, the update covers the company’s recent operating and financial performance.
The company also announced it has entered into an Agreement and Plan of Merger to acquire Chronosphere, Inc. through a wholly owned merger subsidiary, with Chronosphere to become a wholly owned subsidiary upon closing, subject to customary closing conditions and required regulatory approvals.
Separately, the board approved an extension of the company’s existing $1 billion common stock repurchase authorization through December 31, 2026, to be funded from available working capital and executed opportunistically using various trading methods. The company had approximately 697 million shares of common stock outstanding as of November 11, 2025.
Palo Alto Networks, Inc. filed an 8-K describing material developments and listing risks tied to its business, partnerships and an identified counterparty, CyberArk. The filing warns of legal proceedings, global market and geopolitical shifts, and risks from product development and commercialization, including offerings that leverage AI. It notes potential changes in the fair value of contingent consideration liabilities from acquisitions and highlights execution risks from growth and strategic initiatives. The filing directs investors to both companies' websites and investor relations contacts for copies of SEC submissions.
Palo Alto Networks reported leadership changes and updated its corporate bylaws. The company announced that founder and Chief Technology Officer Nir Zuk resigned as CTO and as a director effective August 14, 2025, citing strictly personal reasons, and is expected to continue as an advisor through November 2, 2026 under the company’s Continued Service Policy.
The Board appointed long‑time executive Lee Klarich as a Class I director effective August 14, 2025, named him chair of the Board’s Security Committee, and expanded his role to Chief Product and Technology Officer. Klarich has led product functions at the company since 2006 and will not receive additional board compensation beyond his employee pay.
The Board also adopted Amended and Restated Bylaws effective August 14, 2025. The revisions update advance notice requirements for shareholder nominations and proposals, and designate the Delaware Court of Chancery and U.S. federal district courts as exclusive forums for specified corporate and Securities Act disputes.
On 30 July 2025, Palo Alto Networks, Inc. ("PANW") filed a Form 8-K announcing it has signed an Agreement and Plan of Merger with CyberArk Software Ltd. Under the deal, an Israeli subsidiary of PANW ("Merger Sub") will merge with CyberArk, after which CyberArk will survive as a wholly owned PANW subsidiary.
The company furnished an investor presentation (Exhibit 99.1) under Item 7.01 and a joint press release with CyberArk (Exhibit 99.2) under Item 8.01. The filing includes forward-looking statements citing expected benefits and synergies but emphasises numerous risks: regulatory and shareholder approvals, integration challenges, potential termination events, personnel retention, and market reactions. No financial terms, consideration, or expected closing date were disclosed.