Palo Alto Networks Inc 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sales of Equity Securities During the three months ended January 31, 2022, we issued a total of 8,672 shares of our unregistered common stock pursuant to post-closing obligations in connection with our previous acquisitions of Aporeto Inc., the Crypsis Group and Gamma Networks, Inc. (the “Transactions”). The Transactions did not involve any underwriters, any underwriting discounts or commissions, or any public offering. The issuances of the securities pursuant to the Transactions were exempt from registration under the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) of the Act and Rule 506 of Regulation D promulgated thereunder. Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table summarizes stock repurchases during the three months ended January 31, 2022 (in millions, except per share amounts): Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) November 1, 2021 to November 30, 2021 — $ — — $ 1,000.0 December 1, 2021 to December 31, 2021 (2) 1.0 $ 533.71 1.0 $ 450.0 January 1, 2022 to January 31, 2022 (2) 0.0 $ 519.67 — $ 450.0 Total 1.0 $ 533.63 1.0 _______________________ (1) On February 26, 2019, we announced that our board of directors authorized a $ 1.0 billion share repurchase program, which is funded from available working capital. On December 8, 2020, we announced that our board of directors authorized a $ 700.0 million increase to our share repurchase program, bringing the total authorization to $1.7 billion. On August 23, 2021, we announced that our board of directors authorized another $ 676.1 million increase to this share repurchase program, bringing the total authorization to $ 2.4 billion. The expiration date of this repurchase authorization was extended to December 31, 2022, and our repurchase program may be suspended or discontinued at any time. Repurchases under our program are to be made at management’s discretion on the open market, through privately negotiated transactions, transactions structured through investment banking institutions, block purchase techniques, 10b5-1 trading plans, or a combination of the foregoing. (2) Includes shares of restricted common stock delivered by certain employees upon vesting of equity awards to satisfy tax withholding requirements. The number of shares delivered by these employees to satisfy tax withholding requirements during the period was not significant. - 61 - Table of Content ITEM 6. EXHIBITS Exhibit Number Exhibit Description Incorporated by Reference Form File No. Exhibit Filing Date 10.1 * 2021 Equity Incentive Plan and related form agreements under 2021 Equity Incentive Plan, as amended. S-8 333-261697 99.1 December 16, 2021 10.2 * 2021 Equity Incentive Plan Form of Global Stock Option Award Agreement S-8 333-261697 99.2 December 16, 2021 10.3 * 2021 Equity Incentive Plan Form of Global Restricted Stock Unit Award Agreement S-8 333-261697 99.3 December 16, 2021 10.4 * Outside Director Compensation Policy, as amended 10.5 * Second Addendum to Employment Offer Letter by and between the Registrant and Amit Singh, dated January 28, 2022 31.1 Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 32.1 † Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 † Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following financial information from Palo Alto Networks, Inc.’s Quarterly Report on Form 10-Q for the three months ended January 31, 2022 formatted in Inline XBRL includes: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File—(formatted as Inline XBRL and contained in Exhibit 101). * Indicates a management contract or compensatory plan or arrangement. † The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Palo Alto Networks, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. - 62 - Table of Content 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, thereunto duly authorized. Date: February 22, 2022 PALO ALTO NETWORKS, INC. By: /s/ D IPAK G OLECHHA Dipak Golechha Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) Date: February 22, 2022 PALO ALTO NETWORKS, INC. By: /s/ JOSH PAUL Josh Paul Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) - 63 -