UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 21, 2025

November 18, 2025

PALO ALTO NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35594

20-2530195

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3000 Tannery Way

Santa Clara, California 95054

(Address of principal executive office, including zip code)

(408) 753-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common stock, $0.0001 par value per share		PANW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 8.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On November 7, 2025, Palo Alto Networks, Inc. (bthe “Company”) ~~Retirement~~filed its definitive proxy statement (the “Proxy Statement”) for the Company’s 2025 Annual Meeting of ~~Director~~Shareholders to be held on December 9, 2025. The following information supplements the disclosures set forth in the Proxy Statement.

On November 1810, 2025, ~~Mary~~the ~~Pat~~Company ~~McCarthy~~granted ~~provided~~additional ~~notice~~equity ofawards ~~her~~totaling ~~retirement~~2,735,105 ~~from~~shares ~~the Board~~ of ~~Directors (~~the ~~“Board”)~~Company’s ofcommon ~~Palo~~stock ~~Alto~~under ~~Networks,~~the ~~Inc.,~~Company’s a2021 ~~Delaware~~Equity ~~corporation~~Incentive Plan (the “~~Company~~2021 Plan”), towith bea ~~effective~~maximum onpotential ~~January 23,~~payout ~~2026.~~of ~~Effective~~up asto ~~of November 18~~2, ~~2025~~958,667 Msshares. ~~McCarthy~~ ~~stepped~~Following ~~down~~these ~~from~~grants, ~~her~~24,341,864 ~~role~~shares asremained ~~the~~available ~~chair~~for ofgrant ~~the~~under ~~Audit Committee of~~ the ~~Board~~2021 ~~and~~Plan. ~~will~~Additionally, ~~remain~~26,116,221 ashares ~~member~~are ofsubject ~~both~~to ~~the~~outstanding ~~Audit~~awards ~~Committee~~under ~~and~~ the ~~Security~~Company’s ~~Committee~~2012 ofEquity ~~the~~Incentive ~~Board~~Plan ~~until her retirement is effective. Ms. McCarthy retired voluntarily for strictly personal reasons. The Board is grateful to Ms. McCarthy for her service~~ and ~~contributions to~~ the ~~Company~~2021 Plan.

~~(d)~~Additional ~~Appointment~~Equity ofPlan ~~New~~Information ~~Director~~

OnThe ~~November 18,~~following ~~2025,~~table ~~the~~provides ~~Board~~certain ~~appointed~~additional ~~Mark~~information ~~Goodburn~~regarding to the ~~Board, to serve as a Class I director whose term expires at the~~ Company’s ~~annual~~equity ~~meeting~~compensation ofplans ~~shareholders to be held in 2027. In addition, the Board appointed Mr. Goodburn~~ as ~~the chair~~ of the ~~Audit~~latest ~~Committee~~practicable ofdate ~~the~~prior ~~Board~~to ~~and~~this asfiling, aexcluding ~~member of~~ the ~~Security~~Company’s ~~Committee~~2012 ofEmployee ~~the~~Stock ~~Board.~~Purchase Plan:

Mr. Goodburn, aged 63, served as the Chairman and Global Head of Advisory of KPMG International, a multinational professional services network, from 2011 to 2021. He was a member of the KPMG International executive team and held top executive responsibilities for their consulting and deal advisory businesses. From 2018 to 2021, Mr. Goodburn also held the role of Global Head of Strategic Investments and Innovation. Mr. Goodburn also held various positions, including Vice Chairman of KPMG LLP and Americas Head of Advisory and Strategic Investments from 2005 to 2011, Managing Partner-Silicon Valley, Member of KPMG US and Americas Board of Directors and Global Head of KPMG’s Technology, Media and Telecommunications line of business at differing times between 1997 to 2005. He currently serves as a board member of C.H. Robinson Worldwide, a technology-based logistics company, a position he has held since May 2022. Mr. Goodburn received a Bachelor of Science in Business from Minnesota State University, Mankato, and he is a Certified Public Accountant.


	As of 11/17/2025
Total Stock Options (including Performance-Based Stock Options) Outstanding		184,020
Weighted-Average Exercise Price of Stock Options Outstanding	$	32.25 per share
Weighted-Average Remaining Duration of Stock Options Outstanding		0.42 years
Total Restricted Stock Units (including Performance-Based Restricted Stock Units) Outstanding		25,932,201
Total Shares Available for Grant under the 2021 Equity Incentive Plan		24,341,864

Mr. Goodburn received an offer letter from the Company substantially in the form previously filed by the Company (see Exhibit 10.22 to our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 filed with the Securities and Exchange Commission on August 29, 2025). In connection with Mr. Goodburn’s appointment to the Board and in accordance with the Company’s Amended and Restated Outside Director Compensation Policy (the “Director Compensation Policy”), Mr. Goodburn will receive an initial award of restricted stock units having a value of approximately $1,000,000, which is expected to be granted on or around December 10, 2025 (the “Grant Date”). These restricted stock units will vest over three years, with one-third of the shares subject to the award vesting on the first anniversary of the Grant Date, and the remaining shares vesting equally over the subsequent two years on a quarterly basis, in each case, subject to continued service as of each applicable vest date. In the event of a change of control, all shares subject to the award would become fully vested and immediately exercisable. The restricted stock units are subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan and its related global restricted stock unit award agreement. In addition, the Company expects to grant an annual award of restricted stock units having a value in the amount provided by the Director Compensation Policy to Mr. Goodburn on the date of each annual meeting of stockholders, beginning with the annual meeting of stockholders to be held in 2026, in each case subject to his continued service on the Board and the terms of the Director Compensation Policy. Each annual award of restricted stock units is expected to vest over one year on a quarterly basis. The Company will also reimburse Mr. Goodburn for all reasonable expenses in connection with his service to the Company.

Mr. Goodburn executed an indemnification agreement with the Company substantially in the form previously filed by the Company (see Exhibit 10.1 to our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 filed with the Securities and Exchange Commission on August 29, 2025).

There is no arrangement or understanding between Mr. Goodburn and any other persons pursuant to which Mr. Goodburn has been elected as a director.

Mr. Goodburn is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On November 19, 2025, the Company issued a press release announcing the appointment of Mark Goodburn as a director. The press release is attached herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press release dated as of November 19, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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/ ~~BRUCE~~Bruce ~~BYRD~~Byrd Bruce Byrd Executive Vice President, General Counsel and Secretary

Date: November 19 21, 2025

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