What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2023-11-17 compared with 2023-05-24 · 22 added, 38 removed, 7 unchanged (90% of the section changed)

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 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”).

During the three months ended October 31, 2023, holders of the 2025 Notes converted $46.0 million in aggregate principal amount of the 2025 Notes, which we repaid in cash.

We also issued 0.3 million shares of our unregistered common stock to the holders of the 2025 Notes for the conversion value in excess of the principal amount.

These shares of our common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

During the three months ended October 31, 2023, we issued 3.1 million shares of our common stock to holders of the 2023 Warrants.

The shares of common stock issued upon exercise of these warrants were issued in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act.

Additionally, during the three months ended October 31, 2023, we issued a total of 2,875 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.

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.

The issuances of the securities pursuant to the Transactions were exempt from registration under the Securities 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 October 31, 2023 (in millions, except per share amounts):

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)

August 1, 2023 to August 31, 2023 (2)

— $ 234.56 — $ 750.0

September 1, 2023 to September 30, 2023 (2)

0.3 $ 226.79 0.3 $ 683.3

October 1, 2023 to October 31, 2023 (2)

— $ 253.13 — $ 683.3

0.3 $ 230.99 0.3

(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, 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.

During the three months ended April 30, 2023, we did not repurchase any shares pursuant to our share repurchase program.

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.

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.

The number of shares delivered to satisfy tax withholding requirements during these periods was not significant.

Table of Conten ts

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

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.

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.

Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

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.

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 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).

† 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.

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.

PALO ALTO NETWORKS, INC.

/s/ D IPAK G OLECHHA

Dipak Golechha

Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

PALO ALTO NETWORKS, INC.

/s/ JOSH PAUL

Chief Accounting Officer

(Duly Authorized Officer and Principal Accounting Officer)

(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.

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities