Palo Alto Networks Files 8-K on Operations and Officer Changes

TL;DR

PANW filed an 8-K on Aug 13th covering ops, exec changes, and financials.

AI Summary

Palo Alto Networks, Inc. filed an 8-K on August 18, 2025, reporting events that occurred on August 13, 2025. The filing covers results of operations, changes in officers, amendments to articles of incorporation, and financial statements. Key details include the company's principal executive office address and phone number.

Why It Matters

This 8-K filing provides crucial updates on Palo Alto Networks' operational status, financial reporting, and corporate governance, which are important for investors to monitor.

Risk Assessment

Risk Level: low — This is a routine 8-K filing providing standard corporate updates and does not indicate any immediate significant risks.

Key Players & Entities

• Palo Alto Networks Inc (company) — Registrant
• August 13, 2025 (date) — Date of earliest event reported
• August 18, 2025 (date) — Date of report
• 3000 Tannery Way, Santa Clara, California 95054 (location) — Principal executive office address
• 408-753-4000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock, $0.0001 par value per share PANW The Nasdaq Sto

Filing Documents

• panw-20250813.htm (8-K) — 34KB
• ex31amendedandrestatedbyla.htm (EX-3.1) — 361KB
• ex991q425earningsrelease.htm (EX-99.1) — 181KB
• ex992q425pressrelease.htm (EX-99.2) — 10KB
• 0001327567-25-000024.txt ( ) — 785KB
• panw-20250813.xsd (EX-101.SCH) — 2KB
• panw-20250813_lab.xml (EX-101.LAB) — 22KB
• panw-20250813_pre.xml (EX-101.PRE) — 13KB
• panw-20250813_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On August 18, 2025, Palo Alto Networks, Inc. (the "Company") issued a press release announcing its financial results for its fourth quarter and fiscal year ended July 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 2.02 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. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Nir Zuk On August 13, 2025, Nir Zuk informed the Board of Directors (the "Board") of the Company of his resignation as the Company's Chief Technology Officer and as a director on the Board, effective August 14, 2025. Mr. Zuk is expected to continue to provide advisory services to the Company through November 2, 2026, in connection with the Company's Continued Service Policy. Mr. Zuk resigned voluntarily for strictly personal reasons. The forgoing description of Mr. Zuk's continued services to the Company is qualified in its entirety by the full text of the Company's Continued Service Policy (see Exhibit 10.21 to our Annual Report on Form 10-K for the fiscal year ended July 31, 2024 filed with the Securities and Exchange Commission on September 6, 2024). Lee Klarich On August 14, 2025, the Board appointed Lee Klarich to the Board to serve as a Class I director whose term expires at the annual meeting of the Company to be held in 2027. In addition, the Board appointed Mr. Klarich as the chair of the Security Committee of the Boa

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 14, 2025, the Board adopted amended and restated bylaws of the Company (the bylaws, as amended and restated, the "Amended and Restated Bylaws"), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws: (i) align the Company's bylaws with developments in current practice, (ii) clarify and update the advance notice provisions regarding procedural mechanics and disclosure requirements applicable to stockholder nominations of director candidates and submissions of proposals regarding other business, (iii) designate the Court of Chancery of the State of Delaware as the exclusive forum for certain stockholder and intra-corporate disputes, and establish the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and (iv) make certain other ministerial, technical and conforming changes. The foregoing summary of, and the description of the revisions to, the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We use words such as "anticipates," "believes," "continue," "estimate," "expects," "future," "intends," "may," "plan," and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect the Company's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause actual results to differ materially from those expected or implied in any forward-looking statement include, but are not limited to those discussed in the section titled "Risk Factors" in our Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission ("SEC") on May 21, 2025, which is available on our website at investors.paloaltonetworks.com and on the SEC's website at www.sec.gov. Additional information will also be set forth in other documents that we file with or furnish to the SEC from time to time. Unless otherwise provided herein, all statements in this filing are as of the date of this filing, and we do not assume any obligation to update forward-looking statements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 3.1 Amended and Restated Bylaws of the Company, as adopted on August 14, 2025 99.1 Press release dated as of August 18, 2025 99.2 Press release dated as of August 18, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PALO ALTO NETWORKS, INC. By: /s/ N IKESH A RORA Nikesh Arora Chairman and Chief Executive Officer Date: August 18, 2025

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View this 8-K filing on SEC EDGAR