Palo Alto Networks, Inc. filings document formal disclosures for a Nasdaq-listed cybersecurity company, including 8-K reports on operating results, material agreements, acquisitions, capital structure and governance matters. The company's common stock is registered under the symbol PANW.
Recent filings cover quarterly financial results, completed acquisition-related agreements, convertible senior note obligations connected to CyberArk, share repurchase authorizations, campus lease amendments and shareholder meeting results. Proxy and compensation-related disclosures address director elections, equity incentive plan amendments, equity award information and security-holder voting outcomes.
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 filed its 2025 definitive proxy statement for the virtual Annual Meeting on December 9, 2025 at 11:00 A.M. PT. The Board recommends “FOR” the election of three Class II directors, auditor ratification, advisory say‑on‑pay, and an amendment to the 2021 Equity Incentive Plan, and “AGAINST” two shareholder proposals.
Fiscal 2025 results highlight platform momentum: total revenue was $9.22 billion (up 15%), Next‑Generation Security ARR reached $5.58 billion (up 32%), and remaining performance obligations were $15.8 billion (up 24%). Management emphasizes innovation across Network Security and Security Operations and notes strong adoption of Cortex XSIAM.
The company announced on July 30, 2025 its intent to acquire CyberArk to expand Identity Security, subject to closing. Governance updates include extensive shareholder engagement with holders of approximately 53% of shares and compensation changes: 100% performance‑based equity for NEOs and a reduction of PSU maximum payout to 400% of target, with tighter metrics aligned to NGS ARR and non‑GAAP EPS.
Palo Alto Networks (PANW) Chief Accounting Officer Josh D. Paul reported PSU-related activity and a small open-market sale. On 11/01/2025, 31,201 common shares vested from performance-based RSUs. To cover taxes, the issuer withheld 15,470 shares at $220.24 per share, which is not a sale. On 11/03/2025, he sold 700 shares at $219.97 pursuant to a Rule 10b5-1 plan adopted on 10/01/2024. Following these transactions, he beneficially owns 47,505 shares, held directly.
Palo Alto Networks (PANW) President William D. Jenkins, Jr. reported a Form 4 for transactions on November 1, 2025. He acquired 312,025 shares of common stock at $0 upon vesting of previously granted performance-based RSUs. The filing notes that 164,219 shares were withheld at $220.24 to cover taxes related to the vesting, which is not a sale by the reporting person. Following these transactions, he beneficially owns 155,339 shares directly.
Palo Alto Networks (PANW) EVP and director Lee Klarich reported multiple Form 4 transactions. On 11/01/2025, 468,038 shares vested from performance-based RSUs at $0, and 232,055 shares were withheld to cover taxes at $220.24 per share. On 11/03/2025, he exercised 92,010 stock options at an exercise price of $32.25 and sold shares in pre-set tranches under a Rule 10b5-1 plan, including 8,371 at $215.883 and 45,515 at $218.004.
Following these transactions, he owned 356,409 shares directly and 690,000 shares indirectly via the Lee and Susan Klarich 2005 Trust. He also reported 184,020 derivative securities beneficially owned after the transactions.
Palo Alto Networks (PANW) reported an insider equity update for its EVP and CFO. On November 1, 2025, 280,820 shares of common stock were acquired at $0 upon vesting of previously granted performance-based RSUs. Of these, 140,410 shares were deferred into phantom stock under the company’s Deferred Compensation Plan, and 73,926 shares were withheld at $220.24 to cover taxes. Following these transactions, the officer beneficially owned 162,619 shares of common stock directly.
Each phantom stock unit equals one share of common stock, with releases expected in installments beginning on or about January 31, 2030 and ending on or about January 31, 2034.
Palo Alto Networks (PANW) CEO and director Nikesh Arora reported the vesting of 1,185,721 PSUs effective November 1, 2025. He elected to defer the vested shares into the company’s Deferred Compensation Plan as phantom stock, a non-cash election at $0 per share that converts to common stock later.
Following these transactions, he held 275,013 shares directly, plus 32,010 and 726,542 shares held indirectly via trusts and partnerships. Under the plan, a portion of the deferred shares is scheduled to be released on or about January 31, 2027, with another portion on or about January 31, 2028.
Lee Klarich, Executive Vice President & Chief Product and Technology Officer and a director of Palo Alto Networks (PANW), reported multiple transactions on 10/06/2025. The filing shows an exercise of a stock option for 92,010 shares at an exercise price of $32.25, which produced 92,010 newly issued shares held directly. The report also discloses planned sales executed under a Rule 10b5-1 trading plan: five separate dispositions totaling 120,774 shares sold at weighted-average prices in the approximately $209–$213 per-share range.
After these transactions the filing lists 149,190 shares owned directly and 690,000 shares held indirectly through the Lee and Susan Klarich 2005 Trust (trustees: the reporting person and spouse). The sales were effected pursuant to a 10b5-1 plan adopted on 09/27/2024, and the option shares were fully vested and exercisable.