Palo Alto Networks Inc 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS All references made to share or per share amounts have been retroactively adjusted to reflect the effects of the Stock Split. Refer to Note 1. Description of Business and Summary of Significant Accounting Policies in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on the Stock Split. Unregistered Sales of Equity Securities During the three months ended January 31, 2023, we issued a total of 224,425 shares of our unregistered common stock in connection with our acquisitions of Cider, 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, 2023 (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, 2022 to November 30, 2022 — $ — — $ 1,000.0 December 1, 2022 to December 31, 2022 (2) 1.1 $ 139.22 1.1 $ 847.2 January 1, 2023 to January 31, 2023 (2) 0.7 $ 137.80 0.7 $ 750.0 Total 1.8 $ 138.66 1.8 _______________________ (1) In February 2019, we announced that our board of directors authorized a $1.0 billion share repurchase program, which is funded from available working capital. In December 2020, August 2021, and August 2022, we announced additional $700.0 million, $676.1 million, and $915.0 million increases to this share repurchase program, bringing the total authorization to $3.3 billion, with $750.0 million remaining as of January 31, 2023. The expiration date of this repurchase authorization was extended to December 31, 2023, 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. - 63 - 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, as amended and restated December 13, 2022. S-8 333-268930 99.1 December 21, 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, 2023 formatted in Inline XBRL includes: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (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. - 64 - 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 21, 2023 PALO ALTO NETWORKS, INC. By: /s/ D IPAK G OLECHHA Dipak Golechha Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) Date: February 21, 2023 PALO ALTO NETWORKS, INC. By: /s/ JOSH PAUL Josh Paul Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) - 65 -