Material Event Form 8 K

On October 29, 2024, Palo Alto Networks, Inc. (the "Company") filed its definitive proxy statement (the "Proxy Statement") for the Company's 2024 Annual Meeting of Shareholders to be held on December 10, 2024 ("Annual Meeting"). The following information supplements the disclosures set forth in the Proxy Statement.

On November 10, 2024, the Company granted additional equity awards totaling 1,467,999 shares under the Company's 2021 Equity Incentive Plan (the "2021 Plan"). Immediately following these grants, 11,505,724 shares remained available for grant under the 2021 Plan. Additionally, 18,817,598 shares are subject to outstanding awards under the Company's 2012 Equity Incentive Plan and the 2021 Plan.

In addition, prior to the date of the Annual Meeting, the Company expects to grant under the 2021 Plan additional restricted stock units for up to approximately 23,397 shares of our common stock and performance stock units with a maximum potential payout of up to approximately 338,607 shares of our common stock (subject to approval by the Company's board of directors or an appropriate committee thereof).

Additional Equity Plan Information

The following table provides certain additional information regarding the Company's equity compensation plans, excluding the Employee Stock Purchase Plan:

Forward-Looking Statements

This Current Report on Form 8-Kincludes 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 our 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 2024 Annual Report on Form 10-K.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.