Palo Alto Networks (PANW) risk factors: FY2026 10-K

Item 1A of the 10-K for the period ending 2026-07-31, filed 2026-09-10. 51 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2025

15new since FY2025
13reworded
11removed
23unchanged

Headings mentioning a theme: Tariffs 0 · AI 3 · Cybersecurity 3 · China 0 · Interest rates 0. Compare across the S&P 500.

Risks Related to Global Economic and Geopolitical Conditions

1
  1. Our operating results may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment.

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RISKS RELATED TO OUR GROWTH

3
  1. Our business and operations have experienced growth in recent periods, and if we do not effectively manage our future growth or are unable to improve our systems, processes, and controls, our business and operating results could be adversely affected.reworded
  2. Our revenue growth rate in recent periods may not be indicative of our future performance, and we may not be able to maintain profitability, which could cause our business, financial condition, and operating results to suffer.
  3. Our operating results may vary significantly from period to period, including due to seasonality, which makes our results difficult to predict and could cause our results to fall short of expectations.reworded

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RISKS RELATED TO OUR PRODUCTS AND TECHNOLOGY

23
  1. If we are unable to sell new and additional products, subscriptions, and support offerings to existing end-customers or attract new customers, especially large enterprise customers, our future revenue and operating results will be harmed.reworded
  2. We rely on revenue from subscription and support offerings, and because we recognize revenue from subscription and support over the term of the relevant service period, downturns or upturns in sales or renewals of these subscription and support offerings are not immediately reflected in full in our operating results.
  3. Our consumption- or usage-based offerings may expose us to customer usage optimization behavior that could create revenue volatility.new
  4. The sales prices of our products, subscriptions, and support offerings may decrease, which may reduce our revenue and gross profits and adversely impact our financial results.
  5. We rely on our channel partners to sell a substantial portion of our products, including subscriptions and support, and if these channel partners fail to perform, our ability to sell and distribute our products and subscriptions will be limited and our operating results will be harmed.reworded
  6. We are exposed to the credit and liquidity risk of our customers, and to credit exposure in weakened markets, which could result in material losses.
  7. A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks.
  8. We face intense competition and we may lack sufficient financial or other resources to maintain or improve our competitive position.reworded
  9. The “identity security” market lacks a universally accepted definition, which could lead to mischaracterization of our offerings and adverse evaluations by industry stakeholders.new
  10. Customer trends toward vendor consolidation in cybersecurity may favor competitors offering broader platforms.newCybersecurity
  11. Cloud infrastructure providers and advanced AI companies increasingly offer native security and observability capabilities that compete directly with our offerings.newAI
  12. We have acquired and may in the future acquire other businesses, which could subject us to adverse claims or liabilities, require significant management attention, disrupt our business, adversely affect our operating results, may not result in the expected benefits of such acquisitions, and may dilute stockholder value.reworded
  13. As a result of the CyberArk acquisition, the scope and size of our business have substantially changed, which resulted in certain incremental risks, including increased competition.rewordedCybersecurity
  14. If we do not accurately predict, prepare for, and respond promptly to rapidly evolving technological and market developments and successfully manage product and subscription introductions and transitions to meet changing end-customer needs in the enterprise security industry, our competitive position and prospects will be harmed.
  15. The success of our strategy depends on maintaining a broad ecosystem of integrations with third-party technologies, which requires significant ongoing investment.new
  16. Issues in the development, deployment, or use of AI may result in reputational harm, legal liability, and could adversely affect our business and operating results.rewordedAI
  17. The emergence of AI agents as a new class of identity presents both opportunities and risks that could impact our identity security offerings.newAI
  18. A significant network or data security incident may materially impact our reputation, financial condition, and operating results.new
  19. Defects, errors, or vulnerabilities in our products, subscriptions, or support offerings, the failure of our products or subscriptions to block a virus or prevent a security breach or incident, misuse of our products, or risks of product liability claims could harm our reputation and adversely impact our operating results.Cybersecurity
  20. Our shared responsibility security model relies on customers to configure and use our products securely, and customer errors could harm our reputation even when we are not at fault.new
  21. Our ability to sell our products and subscriptions is dependent on the quality of our technical support services and those of our channel partners, and the failure to offer high-quality technical support services could have a material adverse effect on our end-customers’ satisfaction with our products and subscriptions, our sales, and our operating results.
  22. Our subscription agreements typically contain service-level commitments, and failure to meet these commitments could reduce our revenue and harm our business.new
  23. We rely on data center facilities operated by third-party cloud service providers, and any limitations on capacity, or interference with our use could adversely affect our business, financial condition, and results of operations.new

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RISKS RELATED TO INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSING

4
  1. Claims by others that we infringe their intellectual property rights could harm our business.
  2. Our proprietary rights may be difficult to enforce or protect, which could enable others to copy or use aspects of our products or subscriptions without compensating us.
  3. Our use of open source software in our products and subscriptions could negatively affect our ability to sell our products and subscriptions and subject us to possible litigation.
  4. We license technology from third parties, and our inability to maintain those licenses could harm our business.

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RISKS RELATED TO OPERATIONS

6
  1. We depend on manufacturing partners and limited sources of supply for our hardware products, making us susceptible to manufacturing delays, supply shortages, pricing fluctuations, and international trade risks that could prevent timely shipment of customer orders and result in the loss of sales and end-customers.new
  2. If we are unable to attract, retain, and motivate our key technical, sales, and management personnel, our business could suffer.
  3. We generate a significant amount of revenue from sales to distributors, resellers, and end-customers outside of the United States, and we are therefore subject to a number of risks associated with international sales and operations, including export and import controls that could subject us to liability or impair our ability to compete in international markets.reworded
  4. Our products and subscriptions are subject to certification, testing, and regulatory approval requirements in foreign jurisdictions, and our failure to obtain or maintain such approvals could limit our ability to sell in those markets.new
  5. We are exposed to fluctuations in foreign currency exchange rates, which could negatively affect our financial condition and operating results.
  6. We face risks associated with having operations and employees located in Israel.

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RISKS RELATED TO PRIVACY AND DATA PROTECTION

1
  1. We may incur significant costs to comply with privacy and data protection laws and other requirements, and, if we fail to comply, we could be subject to government enforcement actions, private litigation, and adverse publicity, which could materially adversely affect our business, financial condition, and operating results.new

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Tax, Accounting, Compliance, and Regulatory Risks

5
  1. We may have exposure to tax liabilities that are greater than anticipated.
  2. Our estimates or judgments, including those relating to our critical accounting policies, are based on assumptions that may change or prove to be incorrect and, as a result, our operating results may differ from our publicly announced guidance or the expectations of securities analysts and investors, which may result in a decline in the market price of our common stock.reworded
  3. We are obligated to maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or our internal control may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.
  4. Our reputation and business could be negatively impacted by corporate responsibility matters, including our reporting of such matters.reworded
  5. Failure to comply with governmental laws and regulations could harm our business.

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Risks Related to Our Common Stock and Convertible Notes

7
  1. The market price of our common stock historically has been volatile, and the value of an investment in our common stock could decline.
  2. The issuance of additional common stock in connection with financings, acquisitions, investments, our stock incentive plans, convertible notes, or otherwise will dilute the stock held by all other stockholders.reworded
  3. We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance shareholder value, and share repurchases could affect the price of our common stock.
  4. We do not intend to pay dividends for the foreseeable future.
  5. Our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment, which could also reduce the market price of our common stock.
  6. We may not have the ability to raise the funds necessary to settle conversions of the 2030 Notes, repurchase the 2030 Notes upon a fundamental change, or repay the 2030 Notes in cash at their maturity, and our other debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2030 Notes.new
  7. The Capped Calls may affect the value of the 2030 Notes and our common stock.new

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General Risk Factors

1
  1. Our business is subject to the risks of earthquakes, fire, power outages, floods, health risks, climate change, and other catastrophic events, and to interruption by man-made problems, such as terrorism.reworded

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No longer in Item 1A

11

Headings in the FY2025 10-K with no match this year.

  1. Seasonality may cause fluctuations in our revenue.
  2. If we are unable to attract new customers, our future results of operations could be harmed.
  3. We may not complete the acquisition of CyberArk within the timeframe we anticipate or at all, which could negatively impact our future business and financial results.
  4. A network or data security incident may allow unauthorized access to our network or data, harm our reputation, create additional liability, and adversely impact our financial results.
  5. Because we depend on manufacturing partners to build and ship our hardware products, we are susceptible to manufacturing and logistics delays and pricing fluctuations that could prevent us from shipping customer orders on time, if at all, or on a cost-effective basis, which may result in the loss of sales and end-customers.
  6. Managing the supply of our hardware products and product components is complex. Insufficient supply and inventory would result in lost sales opportunities or delayed revenue, while excess inventory would harm our gross margins.
  7. Our hardware products contain key components from limited sources of supply, including outside the United States, and we are susceptible to supply shortages, supply changes, and international regulations, which, in certain cases, have disrupted or delayed our scheduled product deliveries to our end-customers, increased our costs and may result in the loss of sales and end-customers.
  8. We are subject to international trade regulations and governmental export and import controls that could subject us to liability or impair our ability to compete in international markets.
  9. We may incur increased costs to comply with privacy and data protection laws and, if we fail to comply, we could be subject to government enforcement actions, private litigation and adverse publicity.
  10. The warrant transactions may affect the value of our common stock.
  11. Our failure to raise additional capital or generate the significant capital necessary to expand our operations and invest in new products and subscriptions could reduce our ability to compete and could harm our business.

Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.