Item 2.02 Results of Operations and Financial Condition.

On August 23, 2021, Palo Alto Networks, Inc. (the "Company") issued a press release announcing its financial results for its fiscal third quarter ended July 31, 2021. 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 17, 2021, the Board of Directors of the Company approved the
repurchase of up to an additional $676.1 million of the Company's common stock.
This authorization is an increase to the existing $1.7 billion repurchase
authorization previously approved by the Company's Board of Directors in
February 2019, of which approximately $323.9 million remained available as of
July 31, 2021. 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, 2022 and may be suspended or discontinued by the Company at any time without
prior notice. The Company had approximately 97.3 million shares of common stock
outstanding as of July 31, 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.    Description of Exhibit
  99.1         Press release dated as of August 23, 2021
104            Cover Page Interactive Data File (formatted as Inline XBRL)

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