What changed in this filing

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Item 9A. Controls and Procedures

2026-09-10 compared with 2025-08-29 · 80 added, 45 removed, 189 unchanged (40% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

2 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2026, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013 framework).

In accordance with guidance issued by the SEC staff, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our assessment of the effectiveness of our internal control over financial reporting as of July 31, 2026 excluded CyberArk, which we acquired on February 11, 2026.

We have included the financial results of CyberArk in our consolidated financial statements since the date of acquisition, which constituted 2% of total consolidated assets, less than 1% of total consolidated net assets, and 6% of total consolidated revenue as of and for the year ended July 31, 2026.

Based on that assessment, management concluded that, as of July 31, 2026, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of July 31, 2025 has been audited by Ernst & Young LLP, the independent registered public accounting firm that audits our consolidated financial statements, as stated in their report which is included in Part II, Item 8 of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of July 31, 2026 has been audited by Ernst & Young LLP, the independent registered public accounting firm that audits our consolidated financial statements, as stated in their attestation report which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended July 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the fiscal quarter ended July 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 fourth quarter of fiscal 2025.

Set forth below is certain information regarding Rule 10b5-1 trading plans adopted, modified or terminated by our directors and officers (as defined in Rule 16a-1(f)) during the fourth quarter of fiscal 2026.

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

Original Expiration Date

Total Amount of Common Stock to Be Sold Under the Plan

Chief Executive Officer

June 24, 2025

Not applicable

December 24, 2025 or when all shares have been sold

Name Title Action Date of Action Expiration Date Total Amount of Common Stock to Be Sold Under the Plan

Dipak Golechha Chief Financial Officer Modified June 25, 2026 September 30, 2027 50,000 or, if earlier, when all shares have been sold

President Adopted June 28, 2026 January 31, 2027 148,217 or, if earlier, when all shares have been sold

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 fourth quarter of fiscal 2026.

3 unchanged sentences

The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2026 annual meeting of stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended July 31, 2026 and is incorporated herein by reference.

Our Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers.

We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.

Executive Compensation

21 unchanged sentences

Restated Certificate of Incorporation of the Registrant, as amended.

10-K 001-35594 3.1 August 29, 2025

Amended and Restated Bylaws of the Registrant.

3 unchanged sentences

Description of Registrant’s Securities.

10-K 001-35594 4.1 August 29, 2025

Indenture, dated June 10, 2025, by and between CyberArk Software Ltd.

Bank Trust Company, National Association.

8-K 001-35594 4.1 February 11, 2026

First Supplemental Indenture, dated as of February 11, 2026, by and among Palo Alto Networks, Inc., CyberArk Software Ltd.

Bank Trust Company, National Association.

4.2 February 11, 2026

Form of Global 0.00% Convertible Senior Note due 2030 (contained in Exhibit 4.2 hereto).

8-K 001-35594 4.3 February 11, 2026

Form of Amended and Restated Confirmation of Capped Call Transaction.

Form of Indemnification Agreement between the Registrant and its directors and officers.

2 unchanged sentences

10-Q 001-35594 10.2 November 26, 2019

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Form of 2012 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement.

10-Q 001-35594 10.4 November 19, 2021

2021 Equity Incentive Plan, as amended and restated, and related form agreements.

2021 Equity Incentive Plan, as amended and restated.

8-K 001-35594 10.1 December 11, 2025

10.5 * ^

Form Award Agreements under the 2021 Equity Incentive plan, as amended and restated.

2012 Employee Stock Purchase Plan, as amended and restated, and related form agreements.

5 unchanged sentences

S-8 333-268931 99.1 December 21, 2022

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

US Sub-Plan to Cider Security Ltd.

1 unchanged sentence

S-8 333-268931 99.2 December 21, 2022

CyberArk Software Ltd.

2024 Share Incentive Plan, as amended.

S-8 POS 333-290235 4.4 February 11, 2026

CyberArk Software Ltd.

2014 Share Incentive Plan, as amended.

S-8 POS 333-290235 4.5 February 11, 2026

Employee Incentive Compensation Plan, as amended and restated.

11 unchanged sentences

and Nir Zuk, dated July 7, 2025.

10-K 001-35594 10.14 August 29, 2025

Offer Letter between the Registrant and Nikesh Arora, dated May 30, 2018.

8 unchanged sentences

10-Q 001-35594 10.1 May 20, 2022

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Employment Offer Letter by and between the Registrant and William “BJ” Jenkins, dated July 27, 2021.

12 unchanged sentences

10-K 001-35594 10.30 September 17, 2015

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015.

26 unchanged sentences

10-Q 001-35594 10.3 March 1, 2017

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Amendment No.

16 unchanged sentences

10-Q 001-35594 10.7 November 21, 2017

Amendment No.

5 to Lease by and between the Company and Santa Clara Phase III EFH, LLC, dated April 8, 2026.

8-K 001-35594 10.1 April 13, 2026

Amendment No.

5 to Lease by and between the Company and Santa Clara Phase III G, LLC, dated April 8, 2026.

8-K 001-35594 10.2 April 13, 2026

Amendment No.

6 to Lease by and between the Company and Santa Clara Phase III EFH, LLC, dated April 8, 2026.

8-K 001-35594 10.3 April 13, 2026

Credit Agreement, dated as of April 13, 2023 among the Registrant, the lenders party thereto and Wells Fargo, National Association, as administrative agent.

8-K 001-35594 10.1 April 19, 2023

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Amendment No.

1 unchanged sentence

10.3 February 14, 2025

Form of Warrant Confirmation.

001-35594 10.3 June 8, 2020

10.51 * ^

Executive Change in Control and Severance Policy.

8-K 001-35594 10.1 August 21, 2026

Insider Trading Policy and Requirements for Trading Plans, as amended and restated.

10-K 001-35594 19.1 August 29, 2025

List of subsidiaries of the Registrant.

3 unchanged sentences

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

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Certification of Chief Executive Officer pursuant to 18 U.S.C.

12 unchanged sentences

* Indicates a management contract or compensatory plan or arrangement.

** Certain portions of this exhibit have been omitted as the Registrant has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Registrant if publicly disclosed.

*** Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request;

provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

Schedules (or similar schedules) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Registrant agrees to furnish supplementally a copy of any omitted schedules (or similar attachments) to the SEC upon request;

provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules (or similar attachments) so furnished.

† The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant 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 Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

1 unchanged sentence

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) 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, on August 29, 2025.

Pursuant to the requirements of Section 13 or 15(d) 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.

1 unchanged sentence

Chairman and Chief Executive Officer

September 10, 2026

Power of Attorney

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nikesh Arora, Dipak Golechha, and Josh Paul, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nikesh Arora, Dipak Golechha, and Josh Paul, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature Title Date

/s/ NIKESH ARORA Chairman, Chief Executive Officer and Director (Principal Executive Officer) August 29, 2025

/s/ DIPAK GOLECHHA Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) August 29, 2025

/s/ NIKESH ARORA Chairman, Chief Executive Officer and Director (Principal Executive Officer) September 10, 2026

/s/ DIPAK GOLECHHA Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) September 10, 2026

Dipak Golechha

/s/ JOSH PAUL Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) August 29, 2025

/s/ JOSH PAUL Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) September 10, 2026

/s/ LEE KLARICH

Chief Product and Technology Officer and Director

August 29, 2025

September 10, 2026

/s/ APARNA BAWA

Director August 29, 2025

DONOVAN Director August 29, 2025

/s/ CARL ESCHENBACH Director August 29, 2025

Director September 10, 2026

DONOVAN Director September 10, 2026

/s/ CARL ESCHENBACH Director September 10, 2026

Carl Eschenbach

GOETZ Director August 29, 2025

/s/ RALPH HAMERS

Director August 29, 2025

GOETZ Director September 10, 2026

/s/ MARK GOODBURN

Director September 10, 2026

Mark Goodburn

/s/ RT HON SIR JOHN KEY

Director August 29, 2025

Director September 10, 2026

Rt Hon Sir John Key

/s/ MARY PAT MCCARTHY Director August 29, 2025

Mary Pat McCarthy

/s/ HELLE THORNING-SCHMIDT

August 29, 2025

September 10, 2026

Helle Thorning-Schmidt

/s/ LORRAINE TWOHILL

Director August 29, 2025

Director September 10, 2026

Lorraine Twohill

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-K

Item 9A. Controls and Procedures