Palo Alto Networks Inc DEFA14A Filing

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0001193125-25-303022.txt : 20251201 0001193125-25-303022.hdr.sgml : 20251201 20251201060539 ACCESSION NUMBER: 0001193125-25-303022 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20251201 DATE AS OF CHANGE: 20251201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Palo Alto Networks Inc CENTRAL INDEX KEY: 0001327567 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] ORGANIZATION NAME: 06 Technology EIN: 202530195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35594 FILM NUMBER: 251537033 BUSINESS ADDRESS: STREET 1: 3000 TANNERY WAY CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-753-4000 MAIL ADDRESS: STREET 1: 3000 TANNERY WAY CITY: SANTA CLARA STATE: CA ZIP: 95054 DEFA14A 1 d60912ddefa14a.htm DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-2 PALO ALTO NETWORKS, INC. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Proxy Statement Supplement 2025 Annual Meeting of Shareholders December 1, 2025 © 2025 Palo Alto Networks, Inc. All rights reserved. Forward Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical or current facts, including statements regarding our future prospects, corporate responsibility matters and plans, governance matters and plans, and executive compensation programs and plans, made in this presentation are forward-looking. 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 management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. There are a significant number of factors that could cause actual results to differ materially from forward-looking statements made or implied in this press release, including: developments and changes in general market, political, economic, and business conditions; failure of our platformization product offerings; the ability to satisfy the conditions to the closing of our proposed acquisitions of CyberArk Software Ltd. (“CyberArk”) and Chronosphere, Inc. (“Chronosphere”), including receiving required regulatory approvals; the ability to consummate the proposed acquisitions of CyberArk and Chronosphere on a timely basis or at all; failure to achieve the expected benefits of our strategic partnerships and acquisitions, including the proposed acquisitions of CyberArk and Chronosphere; changes in the fair value of our contingent consideration liability associated with acquisitions; risks associated with managing our growth; risks associated with new product, subscription and support offerings, including our product offerings that leverage AI; shifts in priorities or delays in th