Every material Form 8-K Palo Alto Networks has filed with the SEC since November 19, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Palo Alto Networks reported fiscal fourth-quarter 2026 revenue of $3.41 billion, up 34% year over year, and non-GAAP net income per diluted share of $1.02, up from $0.95. The company posted a GAAP net loss of $282 million, or $0.35 per diluted share, compared with GAAP net income of $254 million, or $0.36, a year earlier, and it also announced the acquisition of Console and fiscal 2027 guidance for revenue of $14.10 billion to $14.20 billion.
Q4 fiscal 2026 revenue $3.41 billion, up 34% year over year; Next-Generation Security ARR $9.10 billion, up 63%
GAAP net loss $282 million, or ($0.35) per diluted share, versus GAAP net income of $254 million a year earlier; the filing lists a $524 million change in fair value of convertible senior notes and capped calls among non-GAAP adjustments
Non-GAAP operating income $1.0 billion versus $768 million a year earlier; adjusted free cash flow $1.3 billion
Fiscal 2027 guidance: total revenue $14.10 billion to $14.20 billion; diluted non-GAAP EPS $4.16 to $4.19; first-quarter revenue $3.300 billion to $3.310 billion
On August 20, 2026, Palo Alto Networks' board approved an Executive Change in Control and Severance Policy covering senior vice presidents and above, including CEO Nikesh Arora and CFO Dipak Golechha. The board also adopted amended and restated bylaws, mainly to align with Delaware law and update routine governance provisions. The filing sets out severance terms but no financial results, so its direct effect on shareholders depends on whether a change in control occurs.
Policy covers executives including CEO Nikesh Arora, CFO Dipak Golechha, President William "BJ" Jenkins and Chief Product and Technology Officer Lee Klarich
CEO severance outside a change-in-control period, after a change in control, or for Good Reason: 200% of salary and 200% of target cash incentive, plus 24 months of health benefits; other executive officers receive 150% and 18 months
Amended and Restated Bylaws took effect immediately on August 20, 2026, and include updates to special board meeting authority and indemnification provisions
Palo Alto Networks reported fiscal third-quarter 2026 results for the period ended April 30, 2026. Revenue rose 31% to $3.0 billion, and non-GAAP earnings per diluted share rose to $0.85 from $0.80, but the company posted a GAAP net loss of $177 million, compared with GAAP net income of $262 million a year earlier. The company also gave fiscal 2026 revenue guidance of $11.415 billion to $11.425 billion.
Total revenue of $3.0 billion, up 31% year over year, including $388 million from CyberArk and Chronosphere.
GAAP net loss of $177 million, or $(0.22) per diluted share, versus GAAP net income of $262 million, or $0.37 per diluted share, a year earlier.
Non-GAAP net income of $684 million, or $0.85 per diluted share, versus $0.80 a year earlier.
Fiscal fourth-quarter revenue guidance of $3.345 billion to $3.355 billion; fiscal 2026 revenue guidance of $11.415 billion to $11.425 billion, up 24%.
Palo Alto Networks signed three lease amendments on April 8, 2026, extending the term of its leases on three Santa Clara, California office buildings for 12 years, from August 1, 2028 to July 31, 2040. The landlord is required to provide a tenant improvement allowance of up to $72.50 per rentable square foot, and base rent is abated for the first 12 months of the extended term.
Extended term runs 12 years, from August 1, 2028 through July 31, 2040
Base rent is $3.825 per rentable square foot per month after the abatement period, with 2% annual increases
Landlord tenant improvement allowance of up to $72.50 per rentable square foot
Palo Alto Networks disclosed that CyberArk, which it acquired and now operates under a supplemental indenture, has set Combination Settlement as the default method for conversions of its 0.00% Convertible Senior Notes due 2030 occurring on or after March 23, 2026. Under this method, each $1,000 principal amount of Notes will be settled with a Specified Dollar Amount of $1,000 until the company changes the settlement method under the indenture. The filing does not state conversion volumes, share counts, or financial impact.
Default settlement method set to Combination Settlement, effective March 23, 2026
Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes for conversions on or after March 23, 2026
Notes governed by an indenture dated June 10, 2025, with a First Supplemental Indenture dated February 11, 2026 that includes Palo Alto Networks
U.S. Bank Trust Company, National Association serves as trustee, paying agent, and conversion agent
On March 10, 2026, the Board approved repurchases of up to an additional $1.0 billion of common stock, an increase to the existing $4.1 billion authorization, which had $0.0 million remaining as of March 6, 2026. The company said it repurchased $1.0 billion of stock on the open market between February 20 and February 24, 2026, about 6.8 million shares at an average price of $147.69. Shareholders should note the buyback can be suspended at any time, and the company had approximately 811 million shares outstanding as of March 6, 2026.
Board approved up to an additional $1.0 billion in share repurchases on March 10, 2026.
Prior $4.1 billion authorization had $0.0 million left as of March 6, 2026.
Company bought about 6.8 million shares for $1.0 billion at an average of $147.69 from February 20 to February 24, 2026.
Authorization expires December 31, 2026 and may be suspended or discontinued at any time without prior notice.
Palo Alto Networks reported fiscal second quarter 2026 results for the quarter ended January 31, 2026, with revenue up 15% year over year to $2.6 billion and GAAP net income of $432 million, or $0.61 per diluted share, up from $267 million, or $0.38, a year earlier. The company also issued fiscal third quarter and full fiscal year 2026 guidance, including full-year revenue of $11.28 billion to $11.31 billion, which gives shareholders a forward view of expected growth.
Q2 revenue was $2.6 billion, up 15% from $2.3 billion in the year-earlier quarter.
GAAP net income was $432 million, or $0.61 per diluted share, versus $267 million, or $0.38, a year earlier.
Non-GAAP net income per diluted share was $1.03, versus $0.81 a year earlier; non-GAAP operating margin was 30.3%, versus 28.4%.
Fiscal 2026 revenue guidance is $11.28 billion to $11.31 billion, and Q3 revenue guidance is $2.941 billion to $2.945 billion.
Palo Alto Networks completed its acquisition of CyberArk Software on February 11, 2026, with CyberArk becoming a wholly owned subsidiary. CyberArk's 0.00% convertible senior notes due 2030 are now exchangeable into Palo Alto Networks common stock and cash, and Palo Alto Networks has guaranteed CyberArk's obligations under those notes, which adds to its financial obligations.
Merger closed on February 11, 2026; CyberArk shareholders receive $45.00 in cash and 2.2005 Palo Alto Networks shares for each CyberArk ordinary share
CyberArk's 0.00% Convertible Senior Notes due 2030 are now exchangeable into Palo Alto Networks shares and cash, and Palo Alto Networks guarantees them
Palo Alto Networks assumed CyberArk's capped call transactions, with dealers to deliver Palo Alto Networks shares instead of CyberArk shares
Palo Alto Networks will hold its Q2 FY2026 earnings call on February 17, 2026
Palo Alto Networks completed its previously announced merger with Chronosphere, Inc. on January 29, 2026, and Chronosphere is now a wholly owned subsidiary. The filing does not disclose the purchase price or financial terms, so shareholders cannot assess the deal's size or financial effect from this document alone.
Closing date: January 29, 2026; Merger Sub merged into Chronosphere, which continues as the surviving corporation.
Chronosphere becomes a wholly owned subsidiary of Palo Alto Networks.
Martin Mao, Chronosphere co-founder and CEO, is joining Palo Alto Networks as SVP, GM Observability.
The Chronosphere Telemetry Pipeline remains available as a standalone product, according to the press release.
At its December 9, 2025 annual meeting, Palo Alto Networks shareholders approved adding 10,000,000 shares to the 2021 Equity Incentive Plan and elected three Class II directors. Shareholders also approved an annual director election proposal and rejected a shareholder proposal on share repurchases' effect on financial performance metrics. The larger share reserve gives the company more shares available for equity awards.
Plan amendment: 10,000,000 additional shares reserved; 452,562,682 votes for and 22,624,650 against
Advisory say-on-pay vote: 253,792,757 against and 221,211,579 for, with 4,432,315 abstentions
Ernst & Young LLP ratified as auditor for fiscal year ending July 31, 2026, with 563,913,034 votes for
Annual director elections proposal approved with 443,608,224 votes for; repurchase policy proposal not approved with 458,665,165 against
Palo Alto Networks filed supplemental information to its proxy statement for its December 9, 2025 annual meeting. The company granted 2,735,105 equity awards on November 10, 2025, leaving 24,341,864 shares available for grant under its 2021 plan.
On November 10, 2025, the company granted 2,735,105 shares under the 2021 Equity Incentive Plan, with a maximum potential payout of up to 2,958,667 shares.
As of 11/17/2025, 184,020 stock options were outstanding at a weighted-average exercise price of $32.25 per share.
As of 11/17/2025, 25,932,201 restricted stock units were outstanding.
Palo Alto Networks appointed Mark Goodburn, former Chairman and Global Head of Advisory of KPMG International, as a director, and he will chair the Audit Committee. Director Mary Pat McCarthy, who had chaired the Audit Committee, will retire effective January 23, 2026. The filing covers board composition and committee leadership only and contains no financial results.
Mark Goodburn appointed to the Board on November 18, 2025, as a Class I director with a term expiring at the 2027 annual meeting, and named Audit Committee chair
Initial restricted stock unit award valued at approximately $1,000,000, expected to be granted on or around December 10, 2025
Mary Pat McCarthy stepped down as Audit Committee chair effective November 18, 2025 and retires from the Board effective January 23, 2026, citing strictly personal reasons
Palo Alto Networks agreed to acquire observability platform Chronosphere for a total consideration of $3.35 billion, paid in cash and replacement equity awards, subject to adjustments and closing conditions including regulatory approvals. In its fiscal first quarter ended October 31, 2025, revenue grew 16% to $2.5 billion, while GAAP net income fell to $334 million from $351 million. The board also extended a $1 billion share repurchase authorization to December 31, 2026.
Chronosphere acquisition: $3.35 billion total consideration, expected to close in the second half of fiscal 2026
Fiscal Q1 2026: revenue up 16% to $2.5 billion; GAAP net income $334 million, or $0.47 per diluted share, versus $351 million, or $0.49, a year earlier
Non-GAAP net income $662 million, or $0.93 per diluted share, versus $545 million, or $0.78, a year earlier
Board approved extending the $1 billion buyback authorization to December 31, 2026; about 697 million shares outstanding as of November 11, 2025
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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