Palo Alto Networks, Inc. (PANW) Q3 FY2026 8-K Filings and Company Events

Filings that contain financial statements

Four Form 8-K filings in this window furnish quarterly results in an Exhibit 99.1 press release. Each of these exhibits carries a preliminary condensed consolidated statement of operations and a preliminary condensed consolidated balance sheet, plus GAAP-to-non-GAAP reconciliations of net income and diluted earnings per share. The three fiscal 2026 releases also reconcile operating income, and the fiscal first and second quarter releases add a non-GAAP operating margin line; the fiscal fourth quarter 2025 release, accession 0001327567-25-000024, does not reconcile operating income at all, its table opens at GAAP net income. Only the fiscal third quarter 2026 release, accession 0001327567-26-000012, adds a cash flow reconciliation, a separate table giving three-month and trailing twelve-month net cash provided by operating activities, purchases of property, equipment and other assets, free cash flow, adjusted free cash flow and adjusted free cash flow margin. In the other three releases the reconciliation tables end at the non-GAAP diluted share count and carry no cash flow line. None of the four contains a full statement of cash flows.

• Accession 0001327567-25-000024 (filed August 18, 2025), results for the fiscal fourth quarter and fiscal year ended July 31, 2025. Statements of operations for the three months and year ended July 31, 2025; balance sheet as of July 31, 2025.
• Accession 0001327567-25-000032 (filed November 19, 2025), results for the fiscal first quarter ended October 31, 2025. Statement of operations for the three months ended October 31, 2025; balance sheet as of October 31, 2025.
• Accession 0001327567-26-000003 (filed February 17, 2026), results for the fiscal second quarter ended January 31, 2026. Statements of operations for the three and six months ended January 31, 2026; balance sheet as of January 31, 2026.
• Accession 0001327567-26-000012 (filed June 2, 2026), results for the fiscal third quarter ended April 30, 2026. Statements of operations for the three and nine months ended April 30, 2026; balance sheet as of April 30, 2026.

Readers tracing figures should note that the bulleted "highlights" at the top of each release round to the nearest tenth of a billion, while the statement tables beneath print exact figures. Where a number is quoted below, it is the exact figure from the statement tables unless the basis is stated otherwise.

The acquisition programme

Palo Alto Networks signed and closed four acquisitions across fiscal 2026, transforming the balance sheet and the revenue base. Three had closed by the April 30, 2026 balance-sheet date; a fourth closed shortly after.

July 30, 2025, CyberArk merger agreement signed. Palo Alto Networks entered an Agreement and Plan of Merger with CyberArk Software Ltd., an Israeli identity-security company, and Athens Strategies Ltd., a wholly owned Israeli merger subsidiary. Each CyberArk ordinary share was to convert into 2.2005 Palo Alto Networks shares plus $45.00 in cash, with the cash portion expected to be funded from cash on hand. Closing was conditioned on CyberArk shareholder approval, Nasdaq listing of the new shares, effectiveness of a Form S-4, antitrust and foreign-investment clearances, and Israeli merger-proposal waiting periods. The agreement carried a $750 million break fee payable by CyberArk in specified circumstances and a $1 billion reverse termination fee payable by Palo Alto Networks on a regulatory failure, with an outside date of July 30, 2026 extendable to October 30, 2026. (Accession 0001193125-25-169870; merger agreement filed as Exhibit 2.1.)

September 24, 2025, CyberArk clears US antitrust. The parties received early termination of the Hart-Scott-Rodino waiting period. The company stated the closing remained subject to remaining regulatory clearances, CyberArk shareholder approval and other customary conditions. (Accession 0001193125-25-217462.)

November 19, 2025, Chronosphere agreement signed. Palo Alto Networks announced a definitive merger agreement to acquire Chronosphere, Inc., a privately held observability platform, for total consideration of $3.35 billion in cash and replacement equity awards, subject to adjustments. The announcement disclosed Chronosphere annual recurring revenue of over $160 million as of the end of September 2025, growing at a triple-digit year-over-year rate, and guided to a close in the second half of fiscal 2026. (Accession 0001327567-25-000032, Item 7.01 and Exhibit 99.2.)

January 29, 2026, Chronosphere closed. The merger subsidiary merged into Chronosphere, which became a wholly owned subsidiary. (Accession 0001193125-26-029489.) The Form 10-Q for the quarter ended April 30, 2026 (accession 0001327567-26-000015) records total purchase consideration of $2,951 million, $2,842 million cash plus $109 million of replacement-award fair value, allocated to $2,364 million of goodwill, $565 million of identified intangibles, $57 million of cash and $35 million of net liabilities assumed. Of $525 million of replacement equity awards issued, only the pre-close service portion entered consideration; the remainder is expensed over future service periods. The final consideration came in below the $3.35 billion headline in the November announcement, which was stated before adjustments and included the full replacement-award value.

February 11, 2026, CyberArk closed. Palo Alto Networks completed the CyberArk acquisition on the terms of the July 30, 2025 merger agreement. (Accession 0001193125-26-045600, Item 8.01 and Exhibit 99.1.) The 10-Q records total purchase consideration of $21,061 million: $2,308 million in cash, 112 million shares of common stock valued at $18,488 million, and $265 million of replacement-award fair value. The allocation includes $14,802 million of goodwill (substantially all deductible for US tax), $6,279 million of identified intangibles, of which $3,500 million is a "platform renewals" asset amortised over 12 to 14 years and $2,537 million developed technology over 5 to 7 years, and assumed liabilities including $1,303 million of convertible senior notes and $776 million of deferred revenue. The closing press release also announced an intent to pursue a secondary listing on the Tel Aviv Stock Exchange under the ticker "CYBR", with the Nasdaq listing under "PANW" unchanged.

Integration cost and revenue contribution. The 10-Q discloses a workforce-optimisation plan for the combined entity with a total estimated cost of $59 million, expected to be substantially complete by the end of fiscal 2027; $41 million of severance charges ($24 million cash, $17 million share-based) were recognised in the third quarter, with $12 million paid in cash and a $12 million liability remaining at April 30, 2026. CyberArk transaction costs were $41 million in the quarter and $56 million for the nine months. Since their respective acquisition dates, Chronosphere and CyberArk together contributed revenue of $388 million and an operating loss of $523 million in the three months ended April 30, 2026.

April 14, 2026, Koi Security closed. April 30, 2026, Portkey signed. May 29, 2026, Portkey closed. Neither transaction was the subject of its own Form 8-K. Both are recorded in the acquisitions note and subsequent-events note of the Form 10-Q for the quarter ended April 30, 2026 (accession 0001327567-26-000015). Koi Security Ltd., an endpoint posture management company, was acquired for total consideration of $231 million, substantially all cash, allocated to $169 million of goodwill and $35 million of developed technology. Portkey, Inc., an AI gateway company, was signed on April 30, 2026 for $140 million in cash and replacement awards subject to adjustments, and the acquisition was completed on May 29, 2026; it will be accounted for as a business combination in the fourth quarter of fiscal 2026.

Debt and capital structure

February 11, 2026, assumption of CyberArk's convertible notes. The debt that appears on the balance sheet at April 30, 2026 was assumed rather than newly issued. On the CyberArk closing date, Palo Alto Networks and CyberArk entered a First Supplemental Indenture to CyberArk's June 10, 2025 indenture governing CyberArk's 0.00% Convertible Senior Notes due 2030, and Palo Alto Networks guaranteed CyberArk's obligations. The notes ceased to be convertible into CyberArk ordinary shares and became exchangeable into Palo Alto Networks common stock and cash. On the same date the company assumed CyberArk's related capped call transactions, amended so that the dealers deliver Palo Alto Networks shares. (Accession 0001193125-26-045600, Items 1.01 and 2.03; Exhibits 4.1, 4.2 and 4.4.)

The Form 10-Q supplies the terms and amounts. The 2030 notes carry an aggregate principal amount of $1.25 billion, bear a 0.0% coupon and mature June 15, 2030. Each $1,000 principal amount is exchangeable for approximately 4.3161 Palo Alto Networks shares plus $88.2630 in cash, an effective initial conversion price of approximately $211.24 per share, initially covering 5.4 million shares and $110 million of cash. The notes are unsecured and unsubordinated, and the indenture contains no financial covenants. The company may redeem them on or after June 20, 2028 if the stock has traded at or above $280.75 per share on the specified terms.

The acquisition constituted both a "make-whole fundamental change" and a "fundamental change" under the indenture. Holders surrendered $153 million aggregate principal amount during the make-whole period; the company elected cash settlement and paid $160 million on May 7, 2026. No holder exercised the repurchase right. Both rights expired March 20, 2026. At April 30, 2026 the remaining $1.1 billion principal was classified long-term, carried at a fair value of $1.2 billion, because the sale-price condition was not met for the quarter ended March 31, 2026. Changes in fair value produced a $37 million loss in earnings for the quarter and a $12 million credit-risk loss in accumulated other comprehensive income. The company terminated a portion of the capped calls for $10 million of cash in April 2026; the remainder had a fair value of $94 million at April 30, 2026, with a strike of approximately $211.24 and caps of approximately $287.21 to $291.44 per share.

March 23, 2026, settlement method election on the 2030 notes. CyberArk notified holders and the trustee that for conversions dated on or after March 23, 2026 the default settlement method is combination settlement with a specified dollar amount of $1,000 per $1,000 principal amount. (Accession 0001193125-26-119729.)

Revolving credit facility. The company's $400 million unsecured revolving facility, maturing April 13, 2028, was undrawn at April 30, 2026 and in compliance with all covenants (accession 0001327567-26-000015).

Buybacks

November 18, 2025, repurchase authorisation extended. The board extended the then-current $1 billion repurchase authorisation to December 31, 2026, to be funded from working capital. Approximately 697 million shares were outstanding as of November 11, 2025. (Accession 0001327567-25-000032, Item 8.01.)

March 10, 2026, authorisation exhausted and topped up by $1.0 billion. The board approved an additional $1.0 billion of repurchase capacity. The filing discloses that the company had repurchased $1.0 billion of stock on the open market between February 20 and February 24, 2026, approximately 6.8 million shares at an average price of $147.69, leaving $0.0 million of the prior $4.1 billion cumulative authorisation available as of March 6, 2026. The new authorisation runs to December 31, 2026. Shares outstanding were approximately 811 million as of March 6, 2026, up from roughly 697 million in November, reflecting the CyberArk stock consideration. (Accession 0001327567-26-000009.)

Quarterly results and guidance

August 18, 2025, fiscal fourth quarter and fiscal year 2025. Fourth-quarter total revenue of $2,536.3 million and full-year revenue of $9,221.5 million. Fourth-quarter GAAP net income of $253.8 million ($0.36 per diluted share) against $357.7 million ($0.51) a year earlier; non-GAAP net income of $673.0 million ($0.95) against $522.2 million ($0.75). Next-Generation Security ARR of $5.6 billion and remaining performance obligation of $15.8 billion, both on the release's rounded highlights basis. Initial fiscal 2026 guidance: revenue of $10.475 billion to $10.525 billion, non-GAAP operating margin of 29.2% to 29.7%, diluted non-GAAP EPS of $3.75 to $3.85, and adjusted free cash flow margin of 38.0% to 39.0%. (Accession 0001327567-25-000024, Exhibit 99.1.)

November 19, 2025, fiscal first quarter 2026. Revenue grew 16% year over year to $2.5 billion on the highlights basis, with GAAP net income of $334 million ($0.47 per diluted share) versus $351 million ($0.49) a year earlier, earnings down on higher costs despite revenue growth, and non-GAAP net income of $662 million ($0.93). NGS ARR of $5.9 billion, up 29%. Fiscal 2026 revenue guidance was nudged up to $10.50 billion to $10.54 billion; non-GAAP operating margin guidance rose to 29.5% to 30.0% and diluted non-GAAP EPS guidance to $3.80 to $3.90. (Accession 0001327567-25-000032, Exhibit 99.1.)

February 17, 2026, fiscal second quarter 2026. Total revenue of $2,594 million, up 15% year over year. GAAP net income of $432 million ($0.61 per diluted share) versus $267 million ($0.38); non-GAAP net income of $732 million ($1.03) versus $566 million ($0.81). NGS ARR of $6.3 billion, up 33%. With Chronosphere closed and CyberArk closed six days earlier, fiscal 2026 guidance was raised materially on the top line and cut on the bottom: revenue of $11.28 billion to $11.31 billion, non-GAAP operating margin of 28.5% to 29.0%, diluted non-GAAP EPS of $3.65 to $3.70 on 768 million to 773 million shares, and adjusted free cash flow margin of 37%. NGS ARR guidance rose to $8.52 billion to $8.62 billion. (Accession 0001327567-26-000003, Exhibit 99.1.)

June 2, 2026, fiscal third quarter 2026. The first quarter to consolidate both large acquisitions for a full or near-full period. Total revenue of $3,002 million, up 31% year over year from $2,289 million, of which $388 million came from CyberArk and Chronosphere. Product revenue was $594 million and subscription and support revenue $2,408 million. The company reported a GAAP operating loss of $183 million against operating income of $219 million a year earlier, and a GAAP net loss of $177 million, or $(0.22) per diluted share, against net income of $262 million, or $0.37, a year earlier, the swing driven by acquisition amortisation, share-based compensation on assumed awards and integration charges. Non-GAAP operating income was $814 million and non-GAAP net income $684 million, or $0.85 per diluted share, against $561 million and $0.80. Net cash provided by operating activities was $871 million against $628 million; adjusted free cash flow was $910 million against $578 million, with a trailing twelve-month adjusted free cash flow margin of 38.5%. NGS ARR of $8.1 billion was up 60%, including $1.6 billion from the two acquisitions; remaining performance obligation of $18.4 billion was up 36%, including $1.8 billion from the acquisitions.

Fiscal 2026 guidance was raised again: revenue of $11.415 billion to $11.425 billion, non-GAAP operating margin of 28.9% to 29.2%, diluted non-GAAP EPS of $3.77 to $3.79, adjusted free cash flow margin of 37.5%, NGS ARR of $8.90 billion to $8.95 billion and remaining performance obligation of $20.9 billion to $21.0 billion. Fourth-quarter guidance was for revenue of $3.345 billion to $3.355 billion and diluted non-GAAP EPS of $0.96 to $0.98 on 830 million to 840 million shares. Management reiterated a target of 40% adjusted free cash flow margin in fiscal 2028. (Accession 0001327567-26-000012, Exhibit 99.1.)

Board, management and governance

August 13–14, 2025, founder departs as CTO and director; Klarich elevated. Nir Zuk informed the board of his resignation as Chief Technology Officer and as a director effective August 14, 2025, resigning voluntarily for strictly personal reasons; he is expected to provide advisory services through November 2, 2026 under the company's Continued Service Policy. On August 14 the board appointed Lee Klarich, previously Chief Product Officer, to the board as a Class I director and to an expanded role as Chief Product and Technology Officer. The same filing reports amended and restated bylaws adopted August 14, 2025, updating advance-notice provisions and designating the Delaware Court of Chancery as the exclusive forum for specified disputes. (Accession 0001327567-25-000024, Items 5.02 and 5.03.)

November 18, 2025, audit committee chair changes. Mary Pat McCarthy gave notice of retirement from the board effective January 23, 2026 and stepped down immediately as Audit Committee chair. Mark Goodburn, formerly Chairman and Global Head of Advisory of KPMG International and a certified public accountant, was appointed a Class I director, Audit Committee chair and a member of the Security Committee, with an initial restricted stock unit award of approximately $1,000,000 vesting over three years. (Accession 0001193125-25-288132.)

December 9, 2025, annual meeting. Shareholders elected John M. Donovan, James J. Goetz and Helle Thorning-Schmidt as Class II directors, ratified Ernst & Young LLP as auditor, and approved a 10,000,000-share increase to the 2021 Equity Incentive Plan. Two results warrant attention: the advisory say-on-pay resolution failed, with 221,211,579 votes for against 253,792,757 against, and a shareholder proposal to elect all directors annually passed, with 443,608,224 for against 29,292,421 against. A separate shareholder proposal on the impact of share repurchases on performance metrics was rejected. (Accession 0001193125-25-315915.)

November 21, 2025, supplemental equity plan disclosure. Ahead of the annual meeting the company disclosed that on November 10, 2025 it granted equity awards totalling 2,735,105 shares, with a maximum potential payout of 2,958,667 shares, leaving 24,341,864 shares available under the 2021 Plan and 26,116,221 shares subject to outstanding awards. As of November 17, 2025, 184,020 stock options were outstanding at a weighted-average exercise price of $32.25 and 25,932,201 restricted stock units were outstanding. (Accession 0001193125-25-291350.)

August 20, 2026, severance policy and bylaw amendments (subsequent to the third-quarter reporting period). The board approved an Executive Change in Control and Severance Policy covering employees at Senior Vice President level and above who sign a participation agreement, including Nikesh Arora (Chairman and CEO), Dipak Golechha (CFO), William "BJ" Jenkins (President) and Lee Klarich (Chief Product and Technology Officer). Outside a change-in-control period, a qualifying termination provides 100% salary severance, 12 months of health benefit severance and 12 months of time-based equity acceleration. Within the protection period, three months before to 12 months after a change in control, or 18 months after for the CEO, the CEO receives 200% salary and 200% target cash incentive severance with 24 months of health benefits, other executive officers 150%/150% with 18 months, and all unvested equity accelerates in full, subject to a 280G best-net cutback. The board separately adopted amended and restated bylaws effective the same day, aligning them with recent Delaware General Corporation Law amendments and updating quorum, proxy and indemnification provisions. (Accession 0001193125-26-361122; Exhibits 3.1 and 10.1.)

Real estate

April 8, 2026, headquarters leases extended twelve years. The company signed three lease amendments extending the terms on Buildings E, F, G and H at 3000, 3100, 3130 and 3200 Tannery Way, Santa Clara, approximately 940,564 rentable square feet in aggregate, for twelve years, running August 1, 2028 to July 31, 2040, with two further six-year extension options. Base rent is abated for the first twelve months of the extended term and then payable at $3.825 per rentable square foot per month with 2% annual increases; the landlord provides a tenant improvement allowance of up to $72.50 per rentable square foot. (Accession 0001193125-26-151637, Items 1.01 and 2.03.) The Form 10-Q quantifies the commitment: lease payments net of incentives of approximately $469 million through July 2040, and a $262 million increase in right-of-use assets and operating lease liabilities.

Items not reflected in the event filings

Neither the Koi Security nor the Portkey acquisition was announced or reported as an event on Form 8-K, and the purchase accounting for both appears only in the Form 10-Q for the quarter ended April 30, 2026. Koi Security Ltd. is named once in the event filings, in a footnote to the adjusted free cash flow reconciliation in the fiscal third quarter 2026 results release, accession 0001327567-26-000012, describing payments of acquisition-related costs in connection with the CyberArk and Koi Security acquisitions. The intended secondary listing on the Tel Aviv Stock Exchange was stated as an intent in the February 11, 2026 closing press release, and no subsequent filing in this window reports that the listing has been effected. No Form 8-K in this window reports a material legal or regulatory outcome, an impairment, a segment change or a going-concern or covenant matter.