Item 5. Other Information
Item 5. Other Information
Trading Plans of Directors and Executive Officers
Set forth below is certain information regarding Rule 10b5-1 trading plans adopted or terminated by our directors and officers (as defined in Rule 16a-1(f)) during the second quarter of fiscal 2024. The Rule 10b5-1 trading plans listed below are each intended to satisfy the affirmative defense of Rule 10b5-1(c).
Name Title Date Plan Was Adopted Date Plan was Terminated
Expiration Date Total Amount of Common Stock to be Sold Under the Plan
Nikesh Arora
Chief Executive Officer
June 8, 2023
December 13, 2023
Not applicable
2,000,000
John Donovan
Director
October 8, 2023
Not applicable
December 31, 2025 or when all shares have been sold
126,312
Lee Klarich
Executive Vice President, Chief Product Officer
November 22, 2023
Not applicable
January 18, 2025 or when all shares have been sold
920,000
Joshua Paul
Senior Vice President, Chief Accounting Officer
December 7, 2023
Not applicable
December 3, 2024 or when all shares have been sold
2,600
No other officers or directors, as defined in Rule 16a-1(f), adopted , modified, and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the second quarter of fiscal 2024.
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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 on December 12, 2023. 8-K
001-35594
10.1 December 14, 2023
10.2
Form of 2021 Equity Incentive Plan Global Stock Option Award Agreement.
S-8
333-276424 99.2 January 8, 2024
10.3
Form of 2021 Equity Incentive Plan Global Restricted Stock Unit Award Agreement.
S-8
333-276424 99.3 January 8, 2024
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, 2024 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.
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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 20, 2024
PALO ALTO NETWORKS, INC.
By: /s/ DIPAK GOLECHHA
Dipak Golechha
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
Date: February 20, 2024
PALO ALTO NETWORKS, INC.
By: /s/ JOSH PAUL
Josh Paul
Chief Accounting Officer
(Duly Authorized Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.