A Dark Vector Cognition product

Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35594

PALO ALTO NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware20-2530195
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

3000 Tannery Way

Santa Clara, California 95054

(Address of principal executive offices, including zip code)

(408) 753-4000

(Registrant’s telephone number, including area code)

NA

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par value per sharePANWThe Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Emerging growth company☐
Non-accelerated filer☐Smaller reporting 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of February 11, 2026 was 816 million.

Table of Contents

Page
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements2
Condensed Consolidated Balance Sheets as of January 31, 2026 and July 31, 20252
Condensed Consolidated Statements of Operations for the Three and Six Months Ended January 31, 2026 and January 31, 20253
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended January 31, 2026 and January 31, 20254
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended January 31, 2026 and January 31, 20255
Condensed Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2026 and January 31, 20257
Notes to Condensed Consolidated Financial Statements8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 3.Quantitative and Qualitative Disclosures About Market Risk35
Item 4.Controls and Procedures36
PART II - OTHER INFORMATION
Item 1.Legal Proceedings37
Item 1A.Risk Factors37
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds60
Item 5.Other Information60
Item 6.Exhibits61
Signatures62

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Part I

Next: Item 1. Financial Statements