Item 2.02 Results of Operations and Financial Condition.

On August 22, 2022, Palo Alto Networks, Inc. (the "Company") issued a press release announcing its financial results for its fourth quarter and fiscal year ended July 31, 2022. 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 8.01 Other Events

On August 22, 2022, the Company announced that its Board of Directors had approved a three-for-one stock split of the Company's outstanding shares of common stock to be effected in the form of a stock dividend. The press release relating to this announcement is attached hereto as Exhibit 99.1.

On August 19, 2022, the Board of Directors of the Company approved the repurchase of up to an additional $915.0 million of the Company's common stock. This authorization is an increase to the existing $2.4 billion repurchase authorization, which was originally approved by the Company's Board of Directors in February 2019 and extended in December 2020 and August 2021, of which approximately $85.0 million remained available as of July 31, 2022. The authorization allows the Company to repurchase shares of its common stock opportunistically and will be funded from available working capital. Repurchases may be made at management's discretion from time to time in open market purchases, privately negotiated transactions, block purchase techniques, 10b5-1 trading plans, or a combination of the foregoing. The repurchase authorization period has been extended and will expire on December 31, 2023 and may be suspended or discontinued by the Company at any time without prior notice. The Company had approximately 99.6 million shares of common stock outstanding as of July 31, 2022.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.    Description of Exhibit
  99.1         Press release dated as of August 22, 2022
104            Cover Page Interactive Data File (formatted as Inline XBRL)

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