News & Events

Entry into a Material Definitive Agreement. On April 8, 2026, Palo Alto Networks, Inc. (the “Company”) entered into three lease amendments (collectively, the “Amendments”) extending the term of the Company’s leases (collectively, the “Leases”) of the following properties: (i) Building E comprised of approximately 290,082 rentable square feet and located at 3000 Tannery Way, Santa Clara, California, (ii) Building G comprised of approximately 309,559 square feet and located at 3200 Tannery Way,…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Other Events. Reference is made to that certain Indenture, dated as of June 10, 2025 (the “Base Indenture”), between CyberArk Software Ltd. (the “CyberArk”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended, supplemented or otherwise modified from time, including by that certain First Supplemental Indenture, dated as of February 11, 2026 (the “Supplemental Indenture”), among the Company, the Trustee and Palo Alto Networks, Inc. (the “Indenture”), govern…

Other Events. On March 10, 2026, the Board of Directors of Palo Alto Networks, Inc. (the “Company”) approved the repurchase of up to an additional $1.0 billion of the Company’s common stock. This authorization is an increase to the existing $4.1 billion repurchase authorization, which was originally approved by the Company’s Board of Directors in February 2019 and extended in December 2020, August 2021, August 2022, November 2023, August 2024, and November 2025, of which $0.0 million remained…

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Other Events. On the Closing Date, PANW completed the acquisition of CyberArk pursuant to the Agreement and Plan of Merger, dated as of July 30, 2025 (the “Merger Agreement”), by and among PANW, Athens Strategies Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of PANW (“Merger Sub”), and CyberArk. On the Closing Date, pursuant to the Merger Agreement, and upon the terms therein, Merger Sub merged with and into CyberArk (the “Merger”), with CyberAr…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in

Entry into a Material Definitive Agreement. Convertible Notes In connection with the consummation of the Merger (as defined below), on February 11, 2026 (the “Closing Date”), Palo Alto Networks, Inc., a Delaware corporation (“PANW”), and CyberArk Software Ltd., a company organized under the laws of the State of Israel (“CyberArk”), entered into that certain First Supplemental Indenture (the “Supplemental Indenture”) to that certain Indenture, dated as of June 10, 2025 (the “Indenture”), betwe…

Other Events. As previously disclosed, on July 30, 2025, Palo Alto Networks, Inc., a Delaware corporation (“PANW”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among PANW, Athens Strategies Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of PANW (“Merger Sub”), and CyberArk Software Ltd., a company organized under the laws of the State of Israel (“CyberArk”). Pursuant to the Merger Agreement, and upon the terms and…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 12, 2024, Dr. Helene D. Gayle provided notice of her resignation from the board of directors (the “Board”) of Palo Alto Networks, Inc. (the “Company”), effective immediately on December 12, 2024. Dr. Gayle resigned voluntarily for strictly personal reasons. The Board is grateful to Dr. Gayle for her service and contributions to the Comp…

Other Events. On October 29, 2024, Palo Alto Networks, Inc. (the “Company”) filed its definitive proxy statement (the “Proxy Statement”) for the Company’s 2024 Annual Meeting of Shareholders to be held on December 10, 2024 (“Annual Meeting”). The following information supplements the disclosures set forth in the Proxy Statement. On November 10, 2024, the Company granted additional equity awards totaling 1,467,999 shares under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). Immedia…

Other Events. On November 16, 2023, the Board of Directors of the Company approved the repurchase of up to an additional $316.7 million of the Company’s common stock. This authorization is an increase to the existing $3.3 billion repurchase authorization, which was originally approved by the Company’s Board of Directors in February 2019 and extended in December 2020, August 2021, and August 2022, of which approximately $683.3 million remained available as of October 31, 2023. The authorizatio…

Regulation FD Disclosure. On June 6, 2023 and June 7, 2023, Nikesh Arora, Palo Alto Networks, Inc.’s (“Palo Alto Networks” or the “Company”) Chairman and Chief Executive Officer, completed the sale of approximately 549,838 shares of Palo Alto Networks common stock of which approximately 474,300 shares are related to the exercise of vested options that will expire on June 6, 2025 and December 6, 2025. The Company has been advised by Mr. Arora that this transaction is part of an orderly exercis…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 16, 2022, the Compensation and People Committee of the Board of Directors (the “ Committee ”) of Palo Alto Networks, Inc. (the “ Company ”) adopted a Continued Service Policy (the “ Policy ”), which will be administered by the Committee or the Company’s Board of Directors (the “ Administrator ”). The Committee adopted this discretionary…