Palo Alto Networks Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

During the three months ended January 31, 2026, we issued a total of 7,178,288 shares of our common stock to holders of the 2025 Warrants (as defined in Note 9. Debt in Part I, Item 1 of this Quarterly Report on Form 10-Q). The shares of common stock issued upon exercise of these warrants were exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

During the three months ended January 31, 2026, we issued a total of 1,805,174 shares of our unregistered common stock in connection with an acquisition (the “Transaction”). The Transaction did not involve any underwriters, any underwriting discounts or commissions, or any public offering. The issuances of the securities pursuant to the Transaction were exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In February 2019, we announced that our board of directors authorized a $1.0 billion share repurchase program, which is funded from available working capital. We subsequently announced additional increases to this share repurchase program, bringing the total authorization to $4.1 billion, with $1.0 billion remaining as of January 31, 2026. The expiration date of this repurchase authorization was extended to December 31, 2026, and our repurchase program may be suspended or discontinued at any time. Repurchases under our program are to be made at management’s discretion on the open market, through privately negotiated transactions, transactions structured through investment banking institutions, block purchase techniques, 10b5-1 trading plans, or a combination of the foregoing. During the three months ended January 31, 2026, we did not repurchase any shares pursuant to our share repurchase program.