Published
## Filings that contain financial statements The condensed, unaudited GAAP financial statements (statements of operations and balance sheets) for each fiscal 2026 quarter are furnished as Exhibit 99.1 to the following Forms 8-K, ahead of the corresponding Form 10-Q or 10-K: - **Q1 FY2026** (three months ended October 31, 2025): Form 8-K filed November 19, 2025, accession 0001327567-25-000032, Exhibit 99.1. - **Q2 FY2026** (three and six months ended January 31, 2026): Form 8-K filed February 17, 2026, accession 0001327567-26-000003, Exhibit 99.1. - **Q3 FY2026** (three and nine months ended April 30, 2026): Form 8-K filed June 3, 2026 (dated June 2, 2026), accession 0001327567-26-000012, Exhibit 99.1. - **Q4 and full fiscal year 2026** (three months and year ended July 31, 2026): Form 8-K filed September 1, 2026, accession 0001327567-26-000019, Exhibit 99.1. For comparison, the prior-year Q4/FY2025 results (three months and year ended July 31, 2025) were furnished as Exhibit 99.1 to the Form 8-K filed August 18, 2025, accession 0001327567-25-000024. The full audited annual financial statements for fiscal year 2026 are in the Form 10-K filed September 10, 2026 (accession 0001327567-26-000023, period ended July 31, 2026); the most recent unaudited quarterly statements filed on Form 10-Q are in the filing made June 3, 2026 (accession 0001327567-26-000015, period ended April 30, 2026, third quarter of fiscal 2026). ## M&A: acquisitions during and after fiscal 2026 **CyberArk Software Ltd. — closed February 11, 2026.** Palo Alto Networks first disclosed its agreement to acquire CyberArk, an Israeli identity-security company, in a Form 8-K filed July 2025 (prior to this filing set); the deal's Hart-Scott-Rodino waiting period expired early on September 24, 2025 (Form 8-K, accession 0001193125-25-217462). On February 11, 2026, the merger closed: Palo Alto Networks' wholly owned subsidiary, Athens Strategies Ltd., merged into CyberArk pursuant to the Agreement and Plan of Merger dated July 30, 2025, with CyberArk continuing as a wholly owned subsidiary of Palo Alto Networks (Form 8-K, accession 0001193125-26-045600). CyberArk shareholders received $45.00 in cash and 2.2005 Palo Alto Networks shares per CyberArk ordinary share. In connection with the closing, Palo Alto Networks entered into a First Supplemental Indenture assuming and guaranteeing CyberArk's outstanding 0.00% Convertible Senior Notes due 2030 (now exchangeable into Palo Alto Networks common stock and cash rather than CyberArk shares) and amended the related capped call transactions to reference Palo Alto Networks shares. Palo Alto Networks also announced its intent to pursue a secondary listing of its shares on the Tel Aviv Stock Exchange under the ticker "CYBR." On March 23, 2026, CyberArk notified noteholders that conversions on or after that date will settle by Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of notes (Form 8-K, accession 0001193125-26-119729). The acquisition drove large increases in goodwill (to roughly $22.0 billion at July 31, 2026, from $4.6 billion a year earlier) and intangible assets, and integration costs and purchase-accounting effects (including changes in fair value of the assumed convertible notes and capped calls) are called out throughout the fiscal 2026 non-GAAP reconciliations. **Chronosphere, Inc. — signed November 19, 2025, closed January 29, 2026.** Palo Alto Networks announced a definitive agreement to acquire Chronosphere, an observability platform, for total consideration of $3.35 billion in cash and replacement equity awards, on November 19, 2025 (Form 8-K, accession 0001193125-25-288132, Exhibit 99.2), alongside its fiscal first-quarter 2026 earnings release. The transaction closed on January 29, 2026: Palo Alto Networks' subsidiary Caterpillar Strategies, Inc. merged into Chronosphere, which became a wholly owned subsidiary (Form 8-K, accession 0001193125-26-029489). The fiscal 2026 Form 10-K (accession 0001327567-26-000023) records total purchase consideration for Chronosphere of $2,951 million in its purchase-price accounting — $2,842 million in cash plus $109 million of replacement equity awards attributable to pre-combination service — which reconciles against the $3.35 billion announced deal value that included awards allocated to future service. **Koi Security Ltd. — closed April 14, 2026.** The fiscal 2026 Form 10-K (accession 0001327567-26-000023) states that Palo Alto Networks completed its acquisition of Koi Security Ltd., a privately-held endpoint posture management company, on April 14, 2026, for total purchase consideration of $231 million, substantially all in cash. No standalone Form 8-K in this filing set separately announced or closed the transaction; it first became visible in this filing set through the Q3 and Q4 FY2026 earnings-release non-GAAP cash-flow reconciliations referencing "payments of acquisition-related costs in connection with our acquisitions of CyberArk Software Ltd. and Koi Security Ltd." (accessions 0001327567-26-000012 and 0001327567-26-000019). **Portkey, Inc. — closed May 29, 2026.** The fiscal 2026 Form 10-K (accession 0001327567-26-000023) states that the company completed its acquisition of Portkey, Inc., a privately-held AI Gateway company, on May 29, 2026, for total purchase consideration of $117 million, substantially all in cash, enhancing the capabilities of Prisma AIRS. This acquisition is not separately disclosed in a standalone Form 8-K in this filing set. **Console Systems, Inc. — agreement signed July 29, 2026, acquisition completed September 1, 2026, after the fiscal year-end.** The September 1, 2026 fiscal Q4/FY2026 earnings release (accession 0001327567-26-000019, Exhibit 99.1) disclosed, under the heading "Acquisition of Console," that Palo Alto Networks had acquired Console, an AI-native platform that enables agentic workflows across enterprise operations, to expand the Cortex platform; no separate 8-K item covers the transaction in this filing set. The fiscal 2026 Form 10-K (accession 0001327567-26-000023) supplies the terms: Palo Alto Networks entered into a definitive agreement to acquire Console on July 29, 2026 for total consideration of $500 million in cash, subject to adjustments, and completed the acquisition on September 1, 2026. Because completion came after the July 31, 2026 fiscal year-end, the deal falls in fiscal 2027 and will be accounted for as a business combination in the first quarter of that year. **Embrace Mobile, Inc. — agreement signed July 20, 2026, acquisition completed August 27, 2026, after the fiscal year-end.** Per the fiscal 2026 Form 10-K (accession 0001327567-26-000023), Palo Alto Networks entered into a definitive agreement on July 20, 2026 to acquire Embrace Mobile, Inc., a privately-held user-focused observability company, for total consideration of $325 million in cash, subject to adjustments, to add Real User Monitoring capabilities to its next-generation observability platform. The acquisition closed on August 27, 2026 — after the July 31, 2026 fiscal year-end — and will be accounted for as a business combination in the first quarter of fiscal 2027. This acquisition does not appear in a standalone Form 8-K in this filing set. ## Earnings and guidance Revenue growth stepped up sharply from the third quarter of fiscal 2026 as CyberArk and Chronosphere entered the results, while GAAP earnings fell — the company posted GAAP net losses in each of the last two quarters even as non-GAAP earnings rose: - **Q1 FY2026** (ended October 31, 2025): revenue of $2.47 billion, up 16% year over year; GAAP net income of $334 million ($0.47 diluted); non-GAAP net income of $662 million ($0.93 diluted). Next-Generation Security ARR grew 29% to $5.9 billion (Form 8-K, accession 0001327567-25-000032, Exhibit 99.1). - **Q2 FY2026** (ended January 31, 2026): revenue of $2.6 billion, up 15%; GAAP net income of $432 million ($0.61 diluted); non-GAAP net income of $732 million ($1.03 diluted). Management noted this was the third straight quarter of 30%-plus non-GAAP operating margin (Form 8-K, accession 0001327567-26-000003, Exhibit 99.1). - **Q3 FY2026** (ended April 30, 2026): revenue of $3.0 billion, up 31%, including $388 million contributed by CyberArk and Chronosphere; the company swung to a GAAP operating loss of $183 million and a GAAP net loss of $177 million (versus GAAP net income of $262 million a year earlier), driven by acquisition-related and integration costs and amortization of acquired intangibles, while non-GAAP net income was $684 million ($0.85 diluted) (Form 8-K, accession 0001327567-26-000012, Exhibit 99.1). - **Q4 and full-year FY2026** (ended July 31, 2026): fourth-quarter revenue of $3.41 billion, up 34%; full-year revenue of $11.48 billion, up 24%. The company again posted a GAAP net loss for the quarter, $282 million (–$0.35 diluted), versus GAAP net income of $254 million a year earlier, while full-year GAAP net income was $307 million (down from $1.13 billion in FY2025); non-GAAP net income for the quarter was $853 million ($1.02 diluted) and $2.93 billion for the year ($3.84 diluted). Next-Generation Security ARR grew 63% year over year to $9.10 billion, and management raised its longer-term target to $20 billion of NGS ARR by fiscal 2030 while guiding to 38.0% adjusted free cash flow margin and $14.10–$14.20 billion of revenue for fiscal 2027 (Form 8-K, accession 0001327567-26-000019, Exhibit 99.1). Every quarterly release attributes GAAP operating/net-income declines relative to non-GAAP results mainly to acquisition-related costs, purchase-accounting amortization of acquired intangibles, and (from Q3 FY2026 onward) mark-to-market changes in the fair value of the convertible senior notes and capped calls assumed from CyberArk. For comparison, fiscal Q4/full-year 2025 (ended July 31, 2025) results — revenue of $2.5 billion for the quarter and $9.2 billion for the year, up 16% and 15% respectively, GAAP net income of $253.8 million for the quarter and $1.13 billion for the year — were reported August 18, 2025 (Form 8-K, accession 0001327567-25-000024, Exhibit 99.1), alongside the pending (not yet closed) CyberArk transaction disclosure. ## Capital return The board expanded the company's share-repurchase authorization twice during the period covered by these filings: - On November 18, 2025, the board extended the existing $1 billion repurchase authorization to expire December 31, 2026 (Form 8-K, accession 0001327567-25-000032). - On March 10, 2026, the board approved an additional $1.0 billion of repurchase authority — on top of the existing $4.1 billion authorization, of which $0.0 million remained available as of March 6, 2026 — after the company repurchased $1.0 billion of stock (about 6.8 million shares at an average price of $147.69) in the open market between February 20 and February 24, 2026. The expanded authorization runs through December 31, 2026 (Form 8-K, accession 0001327567-26-000009). ## Board, management and governance - **August 13–18, 2025:** Founder and Chief Technology Officer Nir Zuk resigned from the CTO role and the board, effective August 14, 2025, citing personal reasons; Lee Klarich, previously Chief Product Officer, was appointed to the board and expanded his role to Chief Product and Technology Officer. The board also adopted amended and restated bylaws effective August 14, 2025 (Form 8-K, accession 0001327567-25-000024). - **November 18–19, 2025:** Board member Mary Pat McCarthy announced her retirement, effective January 23, 2026; Mark Goodburn, former Chairman and Global Head of Advisory of KPMG International, was appointed to the board as a Class I director and named chair of the Audit Committee (Form 8-K, accession 0001193125-25-288132). - **November 21, 2025:** The company filed a proxy supplement disclosing additional equity awards of 2,735,105 shares granted under the 2021 Equity Incentive Plan since its November 7, 2025 definitive proxy statement, along with updated share totals outstanding and available under the company's equity plans (Form 8-K, accession 0001193125-25-291350). - **December 9, 2025:** At the 2025 Annual Meeting of Shareholders, shareholders elected three Class II directors, ratified Ernst & Young LLP as auditor for fiscal 2026, approved (on an advisory basis) executive compensation, approved a 10 million-share increase to the 2021 Equity Incentive Plan, rejected a shareholder proposal on share-repurchase disclosure, and approved a shareholder proposal for annual election of all directors (Form 8-K, accession 0001193125-25-315915). - **August 20, 2026:** The board approved a new Executive Change in Control and Severance Policy covering senior vice presidents and above, including CEO Nikesh Arora, CFO Dipak Golechha, President William "BJ" Jenkins, and Chief Product and Technology Officer Lee Klarich, and adopted further amended and restated bylaws (updating quorum/voting, proxy, special-meeting-call, and indemnification provisions, among other changes) (Form 8-K, accession 0001193125-26-361122). This action came after the July 31, 2026 fiscal year-end reflected in the 10-K and falls in the first quarter of fiscal 2027. ## Facilities and financing - **April 8, 2026:** The company entered into three lease amendments covering four Santa Clara, California headquarters buildings (E, F, G and H) for 12 years beginning August 1, 2028 through July 31, 2040, with a rent abatement for the first 12 months and landlord-funded tenant improvements of up to $72.50 per square foot (Form 8-K, accession 0001193125-26-151637). - Convertible senior notes assumed in the CyberArk acquisition first appeared on the balance sheet at April 30, 2026, split between $160 million short-term and $1,192 million long-term (Form 10-Q, accession 0001327567-26-000015). At July 31, 2026, the notes were carried entirely as a long-term liability of $1,774 million, a fair value the company determines on a recurring basis under the fair value option it elected for these notes, against remaining outstanding principal of $1.1 billion for the 2030 Notes at that date (Form 10-K, accession 0001327567-26-000023). These remain CyberArk-assumed obligations rather than newly issued Palo Alto Networks debt.