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Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to applicable laws, and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
−Removed: Securities Authorized for Issuance under Equity Compensation Plans
−Removed: See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for more information regarding securities authorized for issuance.
Recent Sales of Unregistered Equity Securities
−Removed: During the three months ended July 31, 2025, holders of the 2025 Notes converted $382.9 million in aggregate principal amount of the 2025 Notes, which we repaid in cash.
−Removed: We also issued 5.6 million shares of our unregistered common stock to the holders of the 2025 Notes for the conversion value in excess of the principal amount.
−Removed: 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”).
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−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: We subsequently announced additional increases to this share repurchase program, bringing the total authorization to $4.1 billion, with $1.0 billion remaining as of July 31, 2025.
+Added: In February 2019, our board of directors authorized a $1.0 billion share repurchase program, which is funded from available working capital.
+Added: Our board of directors subsequently authorized additional increases to this share repurchase program, bringing the total authorization to $5.1 billion, with $1.0 billion remaining as of July 31, 2026.
The expiration date of this repurchase authorization was extended to December 31, 2026, and our repurchase program may be suspended or discontinued at any time.
−Removed: 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.
+Added: Repurchases under our program are to be made at management’s discretion from time to time 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 July 31, 2026, we did not repurchase any shares pursuant to our share repurchase program.
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under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
−Removed: This performance graph compares the cumulative total return on our common stock with that of the Nasdaq 100 Index, the Standard & Poor’s 500 Index, and the Standard & Poor’s 500 Information Technology Index for the five years ended July 31, 2025.
−Removed: This performance graph assumes $100 was invested on July 31, 2020, in each of the common stock of Palo Alto Networks, Inc., the Nasdaq 100 Index, the Standard & Poor’s 500 Index, and the Standard & Poor’s 500 Information Technology Index, and assumes the reinvestment of any dividends.
+Added: This performance graph compares the cumulative total return on our common stock with that of the Nasdaq 100 Index, the Standard & Poor’s 500 Index (“S&P 500 Index), and the Standard & Poor’s 500 Information Technology Index (“S&P 500 Information Technology Index”) for the five years ended July 31, 2026.
+Added: This performance graph assumes $100 was invested on July 31, 2021, in each of the common stock of Palo Alto Networks, Inc., the Nasdaq 100 Index, the S&P 500 Index, and the S&P 500 Information Technology Index, and assumes the reinvestment of any dividends.
The stock price performance on this performance graph is not necessarily indicative of future stock price performance.
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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.