Palo Alto Networks Inc DEFA14A Filing
Ticker: PANW · Form: DEFA14A · Filed: Dec 1, 2025 · CIK: 1327567
| Field | Detail |
|---|---|
| Company | Palo Alto Networks Inc (PANW) |
| Form Type | DEFA14A |
| Filed Date | Dec 1, 2025 |
| Pages | 13 |
| Reading Time | 15 min |
| Key Dollar Amounts | $400 m, $300 million, $1.0M, $40.0M, $44.0M |
| Sentiment | neutral |
Sentiment: neutral
FAQ
What type of filing is this?
This is a DEFA14A filing submitted by Palo Alto Networks Inc (ticker: PANW) to the SEC on Dec 1, 2025.
What are the key financial figures in this filing?
Key dollar amounts include: $400 m (rforming the NGS ARR target by at least $400 million, instead of $300 million © 2); $300 million (et by at least $400 million, instead of $300 million © 2025 Palo Alto Networks, Inc. Al); $1.0M (1) Shareholder Returns(2) Annual Salary $1.0M $1.0M Met or exceeded fiscal 2024 plan); $40.0M (Equity Compensation (NGS ARR, Non-GAAP $40.0M $44.0M (100% at risk)* EPS) Total Targe); $44.0M (Compensation (NGS ARR, Non-GAAP $40.0M $44.0M (100% at risk)* EPS) Total Target $42.0).
How long is this filing?
Palo Alto Networks Inc's DEFA14A filing is 13 pages with approximately 3,789 words. Estimated reading time is 15 minutes.
Where can I view the full DEFA14A filing?
The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.
Filing Stats: 3,789 words · 15 min read · ~13 pages · Grade level 15.6 · Accepted 2025-12-01 06:05:39
Key Financial Figures
- $400 m — rforming the NGS ARR target by at least $400 million, instead of $300 million © 2
- $300 million — et by at least $400 million, instead of $300 million © 2025 Palo Alto Networks, Inc. Al
- $1.0M — 1) Shareholder Returns(2) Annual Salary $1.0M $1.0M Met or exceeded fiscal 2024 plan
- $40.0M — Equity Compensation (NGS ARR, Non-GAAP $40.0M $44.0M (100% at risk)* EPS) Total Targe
- $44.0M — Compensation (NGS ARR, Non-GAAP $40.0M $44.0M (100% at risk)* EPS) Total Target $42.0
- $42.0M — 44.0M (100% at risk)* EPS) Total Target $42.0M $46.0M +9.5% Strategic Objectives Perfo
- $46.0M — 100% at risk)* EPS) Total Target $42.0M $46.0M +9.5% Strategic Objectives Performance
- $3.5 million — arget pay for other NEOs increased only $3.5 million in Fiscal 2025 excluding Mr. Zuk (See A
- $2.68M — in the Summary Compensation Table was ~$2.68M in Fiscal 2025 Reasonableness of the pe
- $000 — Pay for Other Named Executive Officers ($000s) Dipak Golechha William "BJ" Jenkins L
- $600 — 24 FY25 FY24 FY25 FY24 FY25 Base Salary $600 $600 $750 $750 $550 $550 ¤1,482
- $750 — 24 FY25 FY24 FY25 Base Salary $600 $600 $750 $750 $550 $550 ¤1,482 $430Target
- $550 — 24 FY25 Base Salary $600 $600 $750 $750 $550 $550 ¤1,482 $430Target Annual Bo
- $430 — $600 $750 $750 $550 $550 ¤1,482 $430Target Annual Bonus $600 $600 $750 $750
- $10,000 — ty Compensation (100% Performance-Based $10,000 $13,000 $10,000 $13,000 $7,500 $5,000 $
Filing Documents
- d60912ddefa14a.htm (DEFA14A) — 43KB
- g60912dsp002.jpg (GRAPHIC) — 112KB
- g60912dsp004.jpg (GRAPHIC) — 170KB
- g60912dsp005.jpg (GRAPHIC) — 168KB
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- g60912dsp009.jpg (GRAPHIC) — 207KB
- g60912dsp010.jpg (GRAPHIC) — 242KB
- g60912dsp011.jpg (GRAPHIC) — 206KB
- g60912dsp013.jpg (GRAPHIC) — 210KB
- g60912dsp014.jpg (GRAPHIC) — 236KB
- g60912dsp015.jpg (GRAPHIC) — 151KB
- g60912dsp016.jpg (GRAPHIC) — 220KB
- g60912dsp017.jpg (GRAPHIC) — 131KB
- g60912dsp018.jpg (GRAPHIC) — 250KB
- g60912dsp019.jpg (GRAPHIC) — 118KB
- g60912dsp021.jpg (GRAPHIC) — 147KB
- g60912g10a11.jpg (GRAPHIC) — 341KB
- g60912g10a12.jpg (GRAPHIC) — 323KB
- g60912g10a13.jpg (GRAPHIC) — 212KB
- g60912g10a14.jpg (GRAPHIC) — 263KB
- g60912g10a15.jpg (GRAPHIC) — 221KB
- 0001193125-25-303022.txt ( ) — 5696KB
Executive Compensation Validated by Financial Results
Executive Compensation Validated by Financial Results Pay-for-performance underscores our executive compensation program, and helped contribute to strong results across revenue, NGS ARR, and Non-GAAP EPS in fiscal 2025, including against our compensation peer group Next-Generation Security ARR* Total Revenue Growth Non-GAAP EPS** * Next-Generation Security Annual Recurring Revenue (or "NGS ARR") is the annualized allocated revenue of all active contracts as of the final day of the reporting period related to all product, subscription and support offerings, excluding revenue from hardware products, and legacy attached subscriptions, support offerings and professional services. ** Please refer to the Appendix for a reconciliation of GAAP to non-GAAP measures. (1) Peer data represents the weighted average measure of our 2025 compensation peer group members, based on size of the relevant measure, that were publicly traded as of July 31, 2025, with a comparable measure reported for the peer's last fiscal year end. Synopsys, Inc. has been excluded from the results shown for our compensation peer group because its divestiture of its Software Integrity business that occurred during the measurement periods reflected would lead to results not being comparable. (2) Represents the compound annual growth rates over each company's last three fiscal years for the relevant measure if reported throughout the measurement period, and based on a weighted average basis, based on the size of the relevant measure. © 2025 Palo Alto Networks, Inc. All rights reserved. We reward the achievement of aggressive performance targets Maximum realizable value of named executive officer equity compensation is tied to rigorous performance targets, which ensures above-target payouts require meaningful financial outperformance, directly linking significant compensation to substantial shareholder value creation PSU Total Payout for Recent Completed Performance Periods PSU Current Tracking for Com