4 unchanged sentences
Unregistered Sales of Equity Securities
−Removed: 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.
−Removed: (the “Transactions”).
+Added: During the three months ended April 30, 2023, we issued a total of 52,946 shares of our unregistered common stock in connection with certain of our acquisitions (the “Transactions”).
The Transactions did not involve any underwriters, any underwriting discounts or commissions, or any public offering.
1 unchanged sentence
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: The following table summarizes stock repurchases during the three months ended January 31, 2023 (in millions, except per share amounts):
−Removed: 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)
−Removed: Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
−Removed: November 1, 2022 to November 30, 2022
−Removed: — $ — — $ 1,000.0
−Removed: December 1, 2022 to December 31, 2022 (2)
−Removed: 1.1 $ 139.22 1.1 $ 847.2
−Removed: January 1, 2023 to January 31, 2023 (2)
−Removed: 0.7 $ 137.80 0.7 $ 750.0
−Removed: Total 1.8 $ 138.66 1.8
−Removed: _______________________
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.
−Removed: 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.
+Added: 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, respectively, bringing the total authorization to $3.3 billion, with $750.0 million remaining as of April 30, 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.
−Removed: (2) Includes shares of restricted common stock delivered by certain employees upon vesting of equity awards to satisfy tax withholding requirements.
−Removed: The number of shares delivered by these employees to satisfy tax withholding requirements during the period was not significant.
−Removed: Table of Content
+Added: During the three months ended April 30, 2023, we did not repurchase any shares pursuant to our share repurchase program.
+Added: Between March 1, 2023 and March 31, 2023 and April 1, 2023 and April 30, 2023, shares of restricted stock were delivered by certain employees upon vesting of equity awards to satisfy tax withholding requirements.
+Added: The average value of shares delivered to satisfy tax withholding requirements during these periods were $189.12 per share and $195.32 per share, respectively.
+Added: The number of shares delivered to satisfy tax withholding requirements during these periods was not significant.
+Added: Table of Conten ts
Number Exhibit Description Incorporated by Reference
1 unchanged sentence
Exhibit Filing Date
−Removed: 10.1* 2021 Equity Incentive Plan, as amended and restated December 13, 2022.
−Removed: S-8 333-268930 99.1 December 21, 2022
+Added: Credit Agreement dated as of April 13, 2023 among Palo Alto Networks, Inc., the lenders party hereto and Wells Fargo Bank, National Association, as administrative agent.
+Added: 8-K 001-35594 10.1 April 19, 2023
Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 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:
+Added: 101 The following financial information from Palo Alto Networks, Inc.’s Quarterly Report on Form 10-Q for the three months ended April 30, 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).
−Removed: * 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.
−Removed: Table of Content
+Added: Table of Conten ts
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.
−Removed: February 21, 2023
PALO ALTO NETWORKS, INC.
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(Duly Authorized Officer and Principal Financial Officer)
−Removed: February 21, 2023
PALO ALTO NETWORKS, INC.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.