10-K – 2025-08-29 – panw-20250731.htm

Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount, net of allowances for credit losses. The allowance for credit losses is based on our assessment of collectability. Management regularly reviews the adequacy of the allowance for credit losses on a collective basis by considering the age of each outstanding invoice, each customer’s expected ability to pay and collection history, current market conditions, and, where appropriate, reasonable and supportable forecasts of future economic conditions. Accounts receivable deemed uncollectible are charged against the allowance for credit losses. For the years ended July 31, 2025, 2024 and 2023, the allowance for credit losses activity was not significant.
Financing Receivables
We provide financing arrangements for certain qualified end-customers and channel partners to purchase our products and services. Payment terms on these financing arrangements are generally two to five years . Financing receivables are recorded at amortized cost, which approximates fair value. As part of our financing credit risk management policy, we may sell financing receivables with an internal risk rating of 5 or greater on a non-recourse basis to third-party financial institutions when the outstanding balance of our financing receivables exceeds preestablished thresholds. The financing receivables are derecognized upon sale as these transactions qualify as true sales. We classify the proceeds from these sales as cash flows from operating activities on our consolidated statements of cash flows.
We evaluate the allowance for credit losses by assessing the risks and losses inherent in our financing receivables on either an individual or a collective basis. Our assessment considers various factors, including lifetime expected losses determined using customer risk profile, current economic conditions that may affect a customer’s ability to pay, and forward-looking economic considerations. Financing receivables deemed uncollectible are charged against the allowance for credit losses.
Derivatives
We are exposed to foreign currency exchange risk, which we manage through the use of derivative financial instruments. Our derivative financial instruments are recorded at fair value, on a gross basis, as either assets or liabilities on our consolidated balance sheets.
Our sales contracts are primarily denominated in U.S. dollars. A portion of our operating expenditures are denominated in foreign currencies, making them subject to fluctuations in foreign currency exchange rates. We enter into foreign currency derivative contracts with maturities of 24 months or less, which we designate as cash flow hedges, to manage the foreign currency exchange risk associated with our revenue and operating expenditures. Gains and losses related to the effective portion of our cash flow hedges are recorded as a component of AOCI on our consolidated balance sheets and are reclassified into the financial statement line item associated with the underlying hedged transaction on our consolidated statements of operations when the underlying hedged transaction is recognized in earnings. In the event the underlying hedged transaction does not occur, or it becomes probable that it will not occur within the defined hedge period, the gains or losses on the related cash flow hedges are recognized in other income, net on our consolidated statements of operations. Cash flows from foreign currency derivative contracts designated as cash flow hedges are classified on our consolidated statements of cash flows in the same manner as the underlying hedged transaction, primarily within cash flows from operating activities.
We also enter into foreign currency derivative contracts to hedge a portion of our outstanding monetary assets and liabilities denominated in foreign currencies. These derivatives are not designated as hedging instruments for accounting purposes, and the related gains and losses are recorded in other income, net on our consolidated statements of operations.
Inventory and Manufacturing Partner and Supplier Liabilities
Inventory consists primarily of raw materials and service-related spares, and is stated at the lower of average cost and net realizable value. Inventory is included in prepaid expenses and other current assets on our consolidated balance sheets. Inventory that is obsolete or in excess of forecasted demand is written down to its estimated realizable value. Once inventory has been written down, a new, lower-cost basis for that inventory is established.
We outsource most of our manufacturing, repair, and supply chain management operations to our EMS provider and payments to it are a significant portion of our cost of product revenue. Although we are contractually obligated to purchase manufactured products and components, we generally do not own the components and manufactured products. Product title transfers from our EMS provider to us and immediately to our customers upon shipment. We record a liability for manufacturing purchase commitments in excess of our forecasted demand.
We use consistent demand forecasts for our valuation of excess and obsolete inventory and manufacturing partner and supplier liabilities. These forecasts are based upon historical trends and analysis, adjusted for overall market conditions. Inventory write-downs and excess manufacturing purchase commitment charges are included in cost of product revenue on our consolidated statements of operations.
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Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Land is not depreciated. The estimated useful lives of our depreciable assets are as follows:

Asset category Useful life
Computers, equipment, and software
3 years - 5 years

Demonstration units
4 years

Furniture and fixtures
5 years

Leasehold improvements
Lesser of 10 years or remaining lease term

Business Combinations
We include the results of operations of the businesses that we acquire as of the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the assets acquired and liabilities assumed, including contingent consideration, generally based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Additional information existing as of the acquisition date but unknown to us may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded.
Contingent consideration obligation incurred in connection with a business combination is recorded at fair value on the acquisition date and remeasured at each subsequent reporting period until the related contingencies have been resolved, with the change in fair value recognized in general and administrative expense on our consolidated statements of operations. Payments not made soon after the acquisition date to settle a contingent consideration liability are classified as cash flows from financing activities up to the amount of the contingent consideration liability recognized at the acquisition date.
Intangible Assets
Purchased intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets.
Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets
Goodwill is evaluated for impairment on an annual basis in the fourth quarter of our fiscal year, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. We have elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount, including goodwill. If we determine that it is more likely than not that the fair value is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount exceeds its fair value, we will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill.
We evaluate events and changes in circumstances that could indicate carrying amounts of purchased intangible assets and other long-lived assets may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of an asset or asset group by determining whether or not the carrying amount will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset or asset group, we record an impairment loss for the amount by which the carrying amount exceeds the fair value of the asset or asset group.
We did not recognize any impairment losses on our goodwill, intangible assets, or other long-lived assets during the years ended July 31, 2025, 2024, and 2023.
Convertible Senior Notes
Our convertible senior notes were fully settled upon maturity as of July 31, 2025. Prior to settlement, our convertible senior notes were accounted for as a liability and measured at their amortized cost. Transaction costs related to the issuance of the notes were netted with the liability and were amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the term of the notes.
Revenue Recognition
Our revenue consists of product revenue and subscription and support revenue. Revenue is recognized when control of promised products, subscriptions and support services are transferred to customers, in an amount that reflects the expected consideration in exchange for those products and services.
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We determine revenue recognition through the following steps:
• Identification of the contract, or contracts, with a customer.
• Identification of the performance obligations in the contract.
• Determination of the transaction price.
• Allocation of the transaction price to the performance obligations in the contract.
• Recognition of revenue when, or as, we satisfy a performance obligation.
Revenues are reported net of sales taxes. Shipping charges billed to our customers are included in revenue and related costs are included in cost of revenue.
Product Revenue
Product revenue is derived from sales of our hardware products and software licenses. Our hardware products and software licenses include a broad set of built-in networking and security features and functionalities. We recognize product revenue at the time of hardware shipment or delivery of software license.
Subscription and Support Revenue
Subscription and support revenue is derived primarily from sales of our subscription and support offerings. We recognize subscription and support revenue over time as the services are performed. Our contractual subscription and support contracts are typically one to five years .
Contracts with Multiple Performance Obligations
The majority of our contracts with our customers include various combinations of our products and subscriptions and support. Our hardware products and software licenses are distinct from our subscriptions and support services as the customer can benefit from the product without these services and such services are separately identifiable within the contract. We account for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract. The amount of consideration we expect to receive in exchange for delivering on the contract is allocated to each performance obligation based on its relative standalone selling price.
When estimating standalone selling price, we first consider the prices charged for a deliverable when sold separately. If the standalone selling price is not observable through past transactions, we estimate it based on our pricing model and our go-to-market strategy, which include factors such as type of sales channel (channel partner or end-customer), the geographies in which our offerings were sold (domestic or international), and offering type (products, subscriptions, or support).
Deferred Revenue
We record deferred revenue when customers are invoiced or cash payments are received in advance of our performance. Our payment terms typically require payment within 30 to 45 days of the date we issue an invoice. The current portion of deferred revenue represents the amounts that are expected to be recognized as revenue within one year of the consolidated balance sheet date.
Deferred Contract Costs
We defer contract costs that are recoverable and incremental to obtaining customer sales contracts. Contract costs, which primarily consist of sales commissions, are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. Certain sales commissions for initial contracts are not commensurate with the commissions for renewal contracts, given the substantive difference in commission rates in proportion to their respective contract values. Sales commissions for initial contracts that are not commensurate are amortized over a benefit period of  five years . The benefit period is determined by taking into consideration contract length, expected renewals, technology life, and other quantitative and qualitative factors. Sales commissions for initial contracts that are commensurate and sales commissions for renewal contracts are amortized over the related contractual period.
We classify deferred contract costs as short-term or long-term based on when we expect to recognize the expense. The amortization of deferred contract costs is included in sales and marketing expense on our consolidated statements of operations. Deferred contract costs are periodically reviewed for impairment. We did not recognize any impairment losses on our deferred contract costs during the years ended July 31, 2025, 2024, or 2023.
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Software Development Costs
Internally developed software includes security software developed to deliver our cloud-based subscription offerings to our end-customers. We capitalize internal compensation-related costs and external direct costs incurred during the application development stage and amortize these costs over a useful life of three years . As of July 31, 2025 and 2024, we capitalized as other assets on our consolidated balance sheets $ 167.3  million and $ 129.2  million in costs, respectively, net of accumulated amortization, for security software developed to deliver our cloud-based subscription offerings. We recognized amortization expense of $ 82.7  million, $ 77.2  million, and $ 79.5  million related to these capitalized costs as cost of subscription and support revenue on our consolidated statements of operations during the years ended July 31, 2025, 2024, and 2023, respectively.
The costs to develop software that is marketed externally have not been capitalized as we believe our current software development process is essentially completed concurrent with the establishment of technological feasibility. As such, all related software development costs are expensed as incurred and included in research and development expense on our consolidated statements of operations.
Share-Based Compensation
Compensation expense related to share-based transactions is measured at fair value on the grant date. We recognize share-based compensation expense for awards with only service conditions on a straight-line basis over the requisite service period. We recognize share-based compensation expense for awards with market conditions and awards with performance conditions on a straight-line basis over the requisite service period for each separately vesting tranche of the award. We recognize share-based compensation expense for awards with performance conditions when it is probable that the performance condition will be achieved. We account for forfeitures of all share-based payment awards when they occur.
Leases
We determine if an arrangement is a lease at inception. We evaluate the classification of leases at commencement and, as necessary, at modification. Operating lease related balances are included in operating lease right-of-use assets, accrued and other liabilities, and long-term operating lease liabilities on our consolidated balance sheets. We did not have any material finance leases in any of the periods presented.
Operating lease right-of-use assets represent our right to use an underlying asset for the lease term. Operating lease liabilities represent our obligation to make payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rates implicit in our leases are not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Operating lease right-of-use assets also include adjustments related to lease incentives, prepaid or accrued rent and initial direct lease costs. Operating lease right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets.
Our lease terms may include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable lease term when determining our operating lease right-of-use assets and lease liabilities. Operating lease costs are recognized on a straight-line basis over the lease term.
We account for lease and non-lease components as a single lease component and do not recognize right-of-use assets and lease liabilities for leases with a term of 12 months or less. Payments under our lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in operating lease right-of-use assets and liabilities. Our variable lease payments primarily consist of real estate taxes, common area maintenance charges, and insurance costs.
Income Taxes
We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In addition, deferred tax assets are recorded for all future benefits including, but not limited to, net operating losses, research and development credit carryforwards, and basis differences relating to our global intangible low-taxed income. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount more likely than not to be realized.
Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.
We recognize liabilities for uncertain tax positions based on a two-step process which includes evaluating if a tax position is more likely than not to be sustained on audit and then measuring the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement.
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Loss Contingencies
We are subject to the possibility of various loss contingencies arising in the ordinary course of business. In determining loss contingencies, we consider the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If we determine that a loss is reasonably possible, then we disclose the possible loss or range of the possible loss or state that such an estimate cannot be made. We regularly evaluate current information available to us to determine whether an accrual is required, an accrual should be adjusted, or a range of possible loss should be disclosed.
Recently Adopted Accounting Pronouncement
Segment Reporting
In November 2023, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. We adopted the standard in our fourth quarter of fiscal 2025. Refer to Note 19. Segment Information for more details.
Recently Issued Accounting Pronouncements
Income Tax Disclosures
In December 2023, the FASB issued authoritative guidance that requires consistent categories and greater disaggregation of information in the effective tax rate reconciliation and additional disclosures of income taxes paid by jurisdiction. The standard is effective for our fiscal 2026 and could be applied either prospectively or retrospectively. We are currently evaluating the impact of this standard on our disclosures in the consolidated financial statements.
Expense Disaggregation Disclosures
In November 2024, the FASB issued authoritative guidance that expands annual and interim disclosure of specified information about certain costs and expenses in the notes to financial statements. The standard is effective for our annual period in fiscal 2028 and interim period in our first quarter of fiscal 2029, and could be applied either prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the impact of this standard on our disclosures in the consolidated financial statements.
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued authoritative guidance that provides a practical expedient for estimating expected credit losses on accounts receivable and contract assets. The standard is effective for us in our first quarter of fiscal 2027 and will be applied on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

2. Revenue
Disaggregation of Revenue
The following table presents revenue by geographic theater (in millions):

Year Ended July 31,
2025 2024 2023
Revenue:
Americas
United States $ 5,786.2   $ 5,134.0   $ 4,424.2  
Other Americas 418.9   348.9   295.7  
Total Americas 6,205.1   5,482.9   4,719.9  
Europe, the Middle East, and Africa (“EMEA”) 1,917.4   1,602.0   1,359.6  
Asia Pacific and Japan (“APAC”) 1,099.0   942.6   813.2  
Total revenue $ 9,221.5   $ 8,027.5   $ 6,892.7  

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The following table presents revenue for groups of similar products and services (in millions):

Year Ended July 31,
2025 2024 2023
Revenue:
Product $ 1,801.9   $ 1,603.3   $ 1,578.4  
Subscription and support
Subscription 4,974.4   4,188.5   3,335.4  
Support 2,445.2   2,235.7   1,978.9  
Total subscription and support 7,419.6   6,424.2   5,314.3  
Total revenue $ 9,221.5   $ 8,027.5   $ 6,892.7  

Deferred Revenue
During the years ended July 31, 2025 and 2024, we recognized approximately $ 5.5  billion and $ 4.6  billion of revenue pertaining to amounts that were deferred as of July 31, 2024 and 2023, respectively.
Remaining Performance Obligations
Remaining performance obligations were $ 15.8  billion as of July 31, 2025, of which we expect to recognize as revenue approximately $ 7.0  billion over the next 12 months and the remainder thereafter.

3. Fair Value Measurements
The following table presents our financial assets and liabilities measured at fair value on a recurring basis as of July 31, 2025 and 2024 (in millions):

July 31, 2025 July 31, 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Cash equivalents:
Money market funds $ 1,206.1   $ —   $ —   $ 1,206.1   $ 494.0   $ —   $ —   $ 494.0  

Commercial paper —   168.5   —   168.5   —   299.6   —   299.6  
Corporate debt securities —   —   —   —   —   18.2   —   18.2  
U.S. government and agency securities —   —   —   —   —   149.6   —   149.6  

Total cash equivalents 1,206.1   168.5   —   1,374.6   494.0   467.4   —   961.4  
Short-term investments:
Certificates of deposit —   —   —   —   —   20.6   —   20.6  
Commercial paper —   14.8   —   14.8   —   79.9   —   79.9  
Corporate debt securities —   584.0   —   584.0   —   935.9   —   935.9  
U.S. government and agency securities —   5.9   —   5.9   —   2.7   —   2.7  
Non-U.S. government and agency securities —   3.1   —   3.1   —   4.2   —   4.2  
Asset-backed securities —   22.2   —   22.2   —   0.3   —   0.3  
Total short-term investments —   630.0   —   630.0   —   1,043.6   —   1,043.6  
Long-term investments:

Corporate debt securities —   4,049.8   —   4,049.8   —   3,151.3   —   3,151.3  
U.S. government and agency securities —   164.5   —   164.5   —   19.0   —   19.0  
Non-U.S. government and agency securities —   26.2   —   26.2   —   54.4   —   54.4  
Asset-backed securities —   1,315.1   —   1,315.1   —   948.5   —   948.5  
Total long-term investments —   5,555.6   —   5,555.6   —   4,173.2   —   4,173.2  

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July 31, 2025 July 31, 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Prepaid expenses and other current assets:
Foreign currency forward contracts —   57.9   —   57.9   —   4.1   —   4.1  
Total prepaid expenses and other current assets —   57.9   —   57.9   —   4.1   —   4.1  
Other assets:
Foreign currency forward contracts —   3.4   —   3.4   —   0.1   —   0.1  
Total other assets —   3.4   —   3.4   —   0.1   —   0.1  
Total assets measured at fair value $ 1,206.1   $ 6,415.4   $ —   $ 7,621.5   $ 494.0   $ 5,688.4   $ —   $ 6,182.4  

Accrued and other liabilities:
Foreign currency forward contracts $ —   $ 3.6   $ —   $ 3.6   $ —   $ 15.3   $ —   $ 15.3  
Contingent consideration
—   —   276.0   276.0   —   —   —   —  
Total accrued and other liabilities —   3.6   276.0   279.6   —   15.3   —   15.3  
Other long-term liabilities:
Foreign currency forward contracts —   0.1   —   0.1   —   0.9   —   0.9  
Contingent consideration
—   —   237.6   237.6   —   —   —   —  
Total other long-term liabilities —   0.1   237.6   237.7   —   0.9   —   0.9  
Total liabilities measured at fair value $ —   $ 3.7   $ 513.6   $ 517.3   $ —   $ 16.2   $ —   $ 16.2  

The fair value of our contingent consideration liability is estimated using a discounted cash flow valuation technique. We consider the fair value of our contingent consideration liability to be a Level 3 measurement as we use unobservable inputs in determining discounted cash flows to estimate the fair value. The significant unobservable inputs include an estimate of future cash payments related to customers entering into qualified new transactions as well as a risk-adjusted discount rate used to present value the expected cash flows. A significant change in any of these assumptions could have a material impact to the fair value of our contingent consideration liability.
In June 2025, we amended the terms of our contingent consideration arrangement with International Business Machines Corporation (“IBM”). During the three months ended July 31, 2025, we reduced our estimate of future cash payments based on the amended terms and our quarterly assessment of assumptions, including the magnitude and likelihood of customers entering into qualified new transactions, the competitive industry environment, and current market conditions.
The following table presents a reconciliation of our contingent consideration liability (in millions):

Year Ended July 31, 2025
Contingent consideration liability at the beginning of the period
$ —  
Initial valuation on the acquisition date
648.9  
Change in fair value
( 135.3 )

Contingent consideration liability at the end of the period
$ 513.6  

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The total estimated fair value of our financing receivables approximates their carrying amounts as of July 31, 2025 and 2024. We consider the fair value of our financing receivables to be a Level 3 measurement as we use unobservable inputs in determining discounted cash flows to estimate the fair value.
Refer to Note 11. Debt, for the carrying amount and estimated fair value of our convertible senior notes as of July 31, 2024.

4. Cash Equivalents and Investments
Available-for-sale Debt Securities
The following tables summarize the amortized cost, unrealized gains and losses, and fair value of our available-for-sale debt securities (in millions):

July 31, 2025
Amortized Cost  Unrealized Gains Unrealized Losses Fair Value
Cash equivalents:

Commercial paper $ 168.5   $ —   $ —   $ 168.5  

Total available-for-sale cash equivalents $ 168.5   $ —   $ —   $ 168.5  

Investments:

Commercial paper $ 14.8   $ —   $ —   $ 14.8  
Corporate debt securities 4,587.9   47.0   ( 1.1 ) 4,633.8  
U.S. government and agency securities 170.5   —   ( 0.1 ) 170.4  
Non-U.S. government and agency securities 28.8   0.5   —   29.3  
Asset-backed securities 1,328.3   9.3   ( 0.3 ) 1,337.3  
Total available-for-sale investments $ 6,130.3   $ 56.8   $ ( 1.5 ) $ 6,185.6  

July 31, 2024
Amortized Cost  Unrealized Gains Unrealized Losses Fair Value
Cash equivalents:

Commercial paper $ 299.6   $ —   $ —   $ 299.6  
Corporate debt securities 18.2   —   —   18.2  
U.S. government and agency securities 149.6   —   —   149.6  

Total available-for-sale cash equivalents $ 467.4   $ —   $ —   $ 467.4  

Investments:
Certificates of deposit $ 20.6   $ —   $ —   $ 20.6  
Commercial paper 79.9   0.1   ( 0.1 ) 79.9  
Corporate debt securities 4,065.5   28.3   ( 6.6 ) 4,087.2  
U.S. government and agency securities 21.9   —   ( 0.2 ) 21.7  
Non-U.S. government and agency securities 57.9   0.7   —   58.6  
Asset-backed securities 943.1   6.3   ( 0.6 ) 948.8  
Total available-for-sale investments $ 5,188.9   $ 35.4   $ ( 7.5 ) $ 5,216.8  

Unrealized losses related to our available-for-sale debt securities are primarily due to interest rate fluctuations as opposed to credit quality. We do not intend to sell any of the securities in an unrealized loss position and it is not likely that we would be required to sell these securities before recovery of their amortized cost basis, which may be at maturity. We did not recognize any credit losses related to our available-for-sale debt securities during the years ended July 31, 2025 and 2024.
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The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of July 31, 2025, by contractual years-to-maturity (in millions):

Amortized Cost Fair Value
Due within one year $ 797.3   $ 798.5  
Due between one and three years 1,896.9   1,912.9  
Due between three and five years 3,128.2   3,161.5  
Due between five and ten years 293.2   295.5  
Due after ten years 183.2   185.7  
Total $ 6,298.8   $ 6,354.1  

Marketable Equity Securities
Marketable equity securities consist of money market funds and are included in cash and cash equivalents on our consolidated balance sheets. As of July 31, 2025 and 2024, the carrying values of our marketable equity securities were $ 1.2  billion and $ 494.0  million, respectively. There were no unrealized gains or losses recognized for these securities during the years ended July 31, 2025, 2024, and 2023.

5. Financing Receivables
The following table summarizes our short-term and long-term financing receivables (in millions):

July 31,
2025 2024
Short-term financing receivables, gross
$ 806.1   $ 830.2  
Unearned income
( 85.8 ) ( 95.7 )
Allowance for credit losses
( 5.7 ) ( 8.6 )
Short-term financing receivables, net
$ 714.6   $ 725.9  
Long-term financing receivables, gross
$ 1,079.4   $ 1,286.4  
Unearned income
( 69.1 ) ( 94.6 )
Allowance for credit losses
( 8.0 ) ( 9.7 )
Long-term financing receivables, net
$ 1,002.3   $ 1,182.1  

The following table presents amortized cost basis of our financing receivables categorized by internal risk rating and year of origination (in millions):

Internal Risk Rating (1)
July 31, 2025 July 31, 2024
Fiscal Years Ended July 31, Fiscal Years Ended July 31,
2025 2024 2023 2022 2021 Total 2024 2023 2022 2021 Total
1 to 4 $ 260.9   $ 732.1   $ 242.4   $ 9.2   $ 17.8   $ 1,262.4   $ 885.9   $ 477.3   $ 14.7   $ 44.4   $ 1,422.3  
5 to 6 174.3   226.1   49.8   —   —   450.2   272.2   172.0   21.1   1.1   466.4  
7 to 10 0.1   3.9   14.0   —   —   18.0   3.2   25.0   0.3   9.1   37.6  
Amortized cost basis of financing receivables $ 435.3   $ 962.1   $ 306.2   $ 9.2   $ 17.8   $ 1,730.6   $ 1,161.3   $ 674.3   $ 36.1   $ 54.6   $ 1,926.3  

(1) Internal risk ratings are categorized as 1 through 10, with the lowest rating representing the highest quality.
We sold $ 37.8  million of our financing receivables during the year ended July 31, 2025. The associated gains and losses were not material.
There was no significant activity in allowance for credit losses during the years ended July 31, 2025 and 2024. Past due amounts on financing receivables were not material as of July 31, 2025 and 2024.
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6. Derivative Instruments
As of July 31, 2025 and 2024, the notional amount of our outstanding foreign currency forward contracts designated as cash flow hedges was $ 964.3  million and $ 804.8  million, respectively. Refer to Note 3. Fair Value Measurements for the fair value of our derivative instruments as reported on our consolidated balance sheets as of July 31, 2025 and 2024.
As of July 31, 2025, unrealized gains and losses in AOCI related to our cash flow hedges were a $ 39.8  million net gain, of which $ 38.4  million in gains are expected to be recognized into earnings within the next 12 months. As of July 31, 2024, unrealized gains and losses in AOCI related to our cash flow hedges were a $ 10.6  million net loss.
As of July 31, 2025 and 2024, the notional amount of our outstanding foreign currency forward contracts not designated as hedging instruments was $ 504.2  million and $ 375.6  million, respectively.

7. Inventory
As of July 31, 2025 and 2024, our inventory balance was $ 113.4  million and $ 115.9  million, respectively.
For the years ended July 31, 2025 and 2024, inventory write-downs and excess manufacturing purchase commitment charges were $ 71.2  million and $ 24.9  million, respectively. For the year ended July 31, 2023, inventory write-downs and excess manufacturing purchase commitment charges was not significant.

8. Acquisitions
Fiscal 2025
IBM QRadar Assets
On August 31, 2024, we completed the acquisition of certain IBM QRadar assets, including certain intellectual property rights, customer relationships, and software as a service customer contracts. The total purchase consideration for the acquisition was $ 1.1 billion, which consisted of the following (in millions):

Amount
Cash $ 500.0  
Fair value of contingent consideration liability on the acquisition date
648.9  
Return of purchase consideration ( 6.3 )
Total $ 1,142.6  

As part of the acquisition, we agreed to make post-closing payments to IBM contingent upon customers entering into qualified new transactions through June 30, 2028. We also expect to receive a return of purchase consideration of $ 6.3  million due to timing of transition of certain underlying customer contracts, of which $ 2.9  million was received during the year ended July 31, 2025. In addition, we have entered into a transition services arrangement with IBM, under which IBM will perform certain services supporting the acquired assets and customers for a period of time that ends in the fiscal quarter ending October 2026.
Payments related to the contingent consideration liability are expected to begin in the fiscal quarter ending October 2025 and continue through the fiscal quarter ending October 2028. The estimated range of undiscounted contingent consideration is between $ 0.4  billion and $ 0.6  billion. Refer to Note 3. Fair Value Measurements, for more information on the fair value of our contingent consideration liability.
We have accounted for this transaction as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on estimated fair values, as presented in the following table (in millions):

Amount
Goodwill $ 700.7  
Identified intangible assets 476.0  

Net liabilities assumed ( 34.1 )
Total $ 1,142.6  

Goodwill generated from this business combination is primarily attributable to the expected post-acquisition synergies from increased market penetration to support the growth of our Cortex Security Operations business. The goodwill is deductible for U.S. income tax purposes.
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The following table presents details of the identified intangible assets acquired (in millions, except years):

Fair Value Estimated Useful Life
Customer relationships $ 464.0   12 years
Developed technology 12.0   2 years
Total $ 476.0  

Protect AI, Inc.
On July 22, 2025, we completed our acquisition of Protect AI, Inc. (“Protect AI”), a privately-held cyber security company focused on AI security. The total purchase consideration for the acquisition of Protect AI was $ 634.5  million, which consisted of the following (in millions):

Amount
Cash $ 607.4  
Fair value of replacement awards 27.1  
Total $ 634.5  

As part of the acquisition, we issued $ 106.5  million of replacement awards, of which the portion attributable to services performed prior to the acquisition date was allocated to purchase consideration. The remaining fair value was allocated to future services and will be expensed over the remaining service periods as share-based compensation.
We have accounted for this transaction as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values, as presented in the following table (in millions):

Amount
Goodwill
$ 515.8  
Identified intangible assets
70.0  
Cash
50.5  
Net liabilities assumed
( 1.8 )
Total $ 634.5  

Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Protect AI technology into our platforms. The goodwill is not deductible for U.S. income tax purposes.
The following table presents details of the identified intangible asset acquired (in millions, except years):

Fair Value Estimated Useful Life
Developed technology $ 70.0   5 years

CyberArk Software Ltd.
On July 30, 2025, we entered into a definitive agreement to acquire CyberArk Software Ltd., an identity security company (“CyberArk”). The acquisition is expected to close during the second half of our fiscal 2026, subject to the satisfaction of customary closing conditions, including the receipt of CyberArk shareholder approval, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other approvals under specified antitrust and foreign investment laws. Under the terms of the agreement, CyberArk shareholders will receive $ 45.00 in cash and 2.2005 shares of our common stock for each CyberArk share. This represents an equity value of approximately $ 25  billion for CyberArk based on the unaffected 10-day average daily volume-weighted average trading prices of our common stock as of July 25, 2025. We expect to fund the cash portion of the consideration with our cash on hand. The agreement also provides that we will assume certain unvested outstanding equity awards held by CyberArk employees.
We and CyberArk each have certain termination rights under the definitive acquisition agreement. A termination fee of $ 1.0  billion may be payable by us to CyberArk, or a fee of $ 750.0  million may be payable by CyberArk to us, upon termination of the definitive acquisition agreement under specified circumstances.
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Fiscal 2024
Dig Security Solutions Ltd.
On December 5, 2023, we completed our acquisition of Dig Security Solutions Ltd. (“Dig”), a privately-held cyber security company providing a data security posture management solution for multi-cloud environments. The total purchase consideration for the acquisition of Dig was $ 255.4  million, which consisted of the following (in millions):

Amount
Cash $ 247.6  
Fair value of replacement awards 7.8  
Total $ 255.4  

As part of the acquisition, we issued replacement equity awards, which included 0.4  million shares of our restricted common stock. The total fair value of the replacement equity awards was $ 72.0  million, of which the portion attributable to services performed prior to the acquisition date was allocated to purchase consideration. The remaining fair value was allocated to future services and will be expensed over the remaining service periods as share-based compensation.
We have accounted for this transaction as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on estimated fair values, as presented in the following table (in millions):

Amount
Goodwill
$ 186.4  
Identified intangible assets
45.4  
Cash and restricted cash
22.1  
Net assets acquired
1.5  
Total
$ 255.4  

Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Dig technology into our platforms. The goodwill is deductible for U.S. income tax purposes.
The following table presents details of the identified intangible asset acquired (in millions, except years):

Fair Value Estimated Useful Life
Developed technology $ 45.4   5 years

Talon Cyber Security Ltd.
On December 28, 2023, we completed our acquisition of Talon Cyber Security Ltd. (“Talon”), a privately-held cyber security company providing a secure enterprise browser solution. The total purchase consideration for the acquisition of Talon was $ 458.6  million, which consisted of the following (in millions):

Amount
Cash $ 439.0  
Fair value of replacement awards 19.6  
Total $ 458.6  

As part of the acquisition, we issued replacement equity awards, which included 0.6  million shares of our restricted common stock. The total fair value of the replacement equity awards was $ 109.6  million, of which the portion attributable to services performed prior to the acquisition date was allocated to purchase consideration. The remaining fair value was allocated to future services and will be expensed over the remaining service periods as share-based compensation.
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We have accounted for this transaction as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on estimated fair values, as presented in the following table (in millions):

Amount
Goodwill $ 236.9  
Identified intangible assets 131.4  
Cash and restricted cash 53.9  
Net assets acquired 36.4  
Total $ 458.6  

Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Talon technology into our platforms. The goodwill is deductible for U.S. income tax purposes.
The following table presents details of the identified intangible asset acquired (in millions, except years):

Fair Value Estimated Useful Life
Developed technology $ 131.4   5 years

Fiscal 2023
Cider Security Ltd.
On December 20, 2022, we completed our acquisition of Cider Security Ltd. (“Cider”), a privately-held cloud security company. The total purchase consideration for the acquisition of Cider was $ 198.3  million, which consisted of the following (in millions):

Amount
Cash $ 198.0  
Fair value of replacement awards 0.3  
Total $ 198.3  

As part of the acquisition, we issued replacement equity awards, which included 0.4  million shares of our restricted common stock. The total fair value of the replacement equity awards was $ 48.6  million, of which the portion attributable to services performed prior to the acquisition date was allocated to purchase consideration. The remaining fair value was allocated to future services and will be expensed over the remaining service periods as share-based compensation.
We have accounted for this transaction as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on estimated fair values, as presented in the following table (in millions):

Amount
Goodwill $ 164.6  
Identified intangible assets 27.8  
Cash 12.4  
Net liabilities assumed ( 6.5 )
Total $ 198.3  

Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Cider technology into our platforms. The goodwill is deductible for U.S. income tax purposes.
The following table presents the identified intangible asset acquired (in millions, except years):

Fair Value Estimated Useful Life
Developed technology
$ 27.8   5 years

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Other acquisition
In April 2023, we completed an acquisition for total purchase consideration of $ 18.9  million in cash. We have accounted for this transaction as a business combination and recorded goodwill of $ 14.5  million. The goodwill is not deductible for income tax purposes.
Additional Acquisition-Related Information
Pro forma results of operations have not been presented because the effects of the acquisitions were not material to our consolidated statements of operations.
Additional information related to our Protect AI acquisition, such as that related to income tax and other contingencies, existing as of the acquisition date may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded.

9. Goodwill and Intangible Assets
Goodwill
The following table presents details of our goodwill during the year ended July 31, 2025 (in millions):

Amount
Balance as of July 31, 2024 $ 3,350.1  
Goodwill acquired 1,216.5  

Balance as of July 31, 2025 $ 4,566.6  

Purchased Intangible Assets
The following table presents details of our purchased intangible assets (in millions):

July 31,
2025 2024
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Intangible assets subject to amortization:
Developed technology $ 535.3   $ ( 274.3 ) $ 261.0   $ 813.9   $ ( 526.2 ) $ 287.7  
Customer relationships 609.0   ( 123.2 ) 485.8   172.7   ( 96.1 ) 76.6  
Acquired intellectual property 24.4   ( 8.6 ) 15.8   18.2   ( 7.9 ) 10.3  
Trade name and trademarks —   —   —   9.4   ( 9.4 ) —  
Other 0.9   ( 0.8 ) 0.1   0.9   ( 0.6 ) 0.3  

Total purchased intangible assets $ 1,169.6   $ ( 406.9 ) $ 762.7   $ 1,015.1   $ ( 640.2 ) $ 374.9  

We recognized amortization expense of $ 166.3 million, $ 120.9 million, and $ 104.9 million for the years ended July 31, 2025, 2024, and 2023, respectively.
The following table summarizes estimated future amortization expense of our intangible assets subject to amortization as of July 31, 2025 (in millions):

Fiscal years ending July 31,
Total  2026 2027 2028 2029 2030 2031 and Thereafter

Future amortization expense $ 762.7   $ 155.9   $ 125.0   $ 104.2   $ 78.2   $ 61.7   $ 237.7  

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10. Property and Equipment
The following table presents details of our property and equipment, net (in millions):

  July 31,
  2025 2024
Computers, equipment, and software $ 513.3   $ 466.0  
Leasehold improvements 324.7   274.0  
Land 87.2   87.2  
Demonstration units 46.7   44.4  
Furniture and fixtures 54.0   48.7  
Total property and equipment, gross 1,025.9   920.3  
Less: accumulated depreciation ( 638.6 ) ( 559.2 )
Total property and equipment, net $ 387.3   $ 361.1  

We recognized depreciation expense of $ 94.4 million, $ 85.1 million, and $ 95.9 million related to property and equipment during the years ended July 31, 2025, 2024, and 2023, respectively.

11. Debt
Convertible Senior Notes
In July 2018, we issued $ 1.7  billion aggregate principal amount of 0.75 % Convertible Senior Notes due 2023 (the “2023 Notes”) and in June 2020, we issued $ 2.0  billion aggregate principal amount of 0.375 % Convertible Senior Notes due 2025 (the “2025 Notes,” and together with the 2023 Notes, the “Notes”). The 2023 Notes bear interest at a fixed rate of 0.75 % per year, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2019. The 2023 Notes were converted prior to or settled on the maturity date of July 1, 2023 in accordance with their terms. The 2025 Notes bear interest at a fixed rate of 0.375 % per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The 2025 Notes were converted prior to or settled on the maturity date of June 1, 2025 in accordance with their terms.
The following table presents details of our Notes (number of shares in millions):

  Conversion Rate per $1,000 Principal Initial Conversion Price Convertible Date Initial Number of Shares

2023 Notes
22.5270   $ 44.39   April 1, 2023 38.1  
2025 Notes 20.1612   $ 49.60   March 1, 2025 40.3  

Holders of the 2023 Notes were able to early convert their 2023 Notes in fiscal 2023 up to April 1, 2023 and conversion requests received on or after April 1, 2023 were settled upon maturity of the 2023 Notes. Holders of the 2025 Notes were able to early convert their 2025 Notes in fiscal 2023, fiscal 2024, and fiscal 2025 up to March 1, 2025 and conversion requests received on or after March 1, 2025 were settled upon maturity of the 2025 Notes. During the years ended July 31, 2025, 2024, and 2023, we repaid in cash $ 965.6  million, $ 1.0 billion, and $ 1.7 billion, respectively, in aggregate principal amount of the Notes. We also issued 14.0  million, 14.0  million, and 22.9  million shares of our common stock to the holders of the Notes during the years ended July 31, 2025, 2024, and 2023, respectively, for the conversion value in excess of the principal amount. These shares were fully offset by shares we received from the corresponding exercise of the associated note hedges.
The following table sets forth the net carrying amount of our 2025 Notes (in millions):

July 31, 2025 July 31, 2024
Principal $ —   $ 965.6  
Less: debt issuance costs, net of amortization —   ( 1.7 )
Net carrying amount $ —   $ 963.9  

The total estimated fair value of the 2025 Notes was $ 3.2  billion as of July 31, 2024. The fair value was determined based on the closing trading price per $100 of the 2025 Notes as of the last day of trading for the period. We consider the fair value of the 2025 Notes at July 31, 2024 to be a Level 2 measurement. The fair value of the 2025 Notes is primarily affected by the trading price of our common stock and market interest rates.
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The following table sets forth interest expense recognized related to the Notes (dollars in millions):

Year Ended July 31, 2025 Year Ended July 31, 2024 Year Ended July 31, 2023
2023 Notes 2025 Notes Total 2023 Notes 2025 Notes Total 2023 Notes 2025 Notes Total
Contractual interest expense $ —   $ 1.9   $ 1.9   $ —   $ 4.8   $ 4.8   $ 11.6   $ 7.5   $ 19.1  
Amortization of debt issuance costs —   1.1   1.1   —   3.5   3.5   2.6   4.1   6.7  
Total interest expense recognized $ —   $ 3.0   $ 3.0   $ —   $ 8.3   $ 8.3   $ 14.2   $ 11.6   $ 25.8  
Effective interest rate of the liability component — % 0.6 % — % 0.6 % 0.9 % 0.6 %

Note Hedges
To minimize the impact of potential economic dilution upon conversion of our convertible senior notes, we entered into separate convertible note hedge transactions (the “2023 Note Hedges,” with respect to the 2023 Notes, the “2025 Note Hedges,” with respect to the 2025 Notes, and the 2023 Note Hedges together with 2025 Note Hedges, the “Note Hedges”) with respect to our common stock concurrent with the issuance of each series of the Notes.
The following table presents details of our Note Hedges (in millions):

Initial Number of Shares Aggregate Purchase

2023 Note Hedges
38.1   $ 332.0  
2025 Note Hedges 40.3   $ 370.8  

The Note Hedges covered shares of our common stock at a strike price per share that corresponded to the initial applicable conversion price of the applicable series of the Notes and were exercisable upon conversion of the applicable series of the Notes. The Note Hedges expired upon maturity of the applicable series of the Notes. The Note Hedges are separate transactions and are not part of the terms of the applicable series of the Notes. Holders of the Notes of either series do not have any rights with respect to the Note Hedges. Any shares of our common stock receivable by us under the Note Hedges are excluded from the calculation of diluted earnings per share as they are antidilutive.
As a result of the conversions of the Notes during the years ended July 31, 2025, 2024, and 2023, we exercised the corresponding portion of our Note Hedges and received 14.0  million, 14.0  million, and 22.9  million shares of our common stock during the respective periods.
Warrants
Separately, but concurrently with the issuance of each series of our convertible senior notes, we entered into transactions whereby we sold warrants (the “2023 Warrants,” with respect to the 2023 Notes, the “2025 Warrants,” with respect to the 2025 Notes, and the 2023 Warrants together with the 2025 Warrants, the “Warrants”) to acquire shares of our common stock, subject to anti-dilution adjustments. The 2023 Warrants were, and the 2025 Warrants are, exercisable over 60 scheduled trading days beginning October 2023 and September 2025, respectively.
The following table presents details of our Warrants (in millions, except per share data):

Initial Number of Shares Strike Price per Share Aggregate Proceeds
2023 Warrants 38.1   $ 69.63   $ 145.4  
2025 Warrants 40.3   $ 68.08   $ 202.8  

The shares issuable under the Warrants are included in the calculation of diluted earnings per share when the average market value per share of our common stock for the reporting period exceeds the applicable strike price for such series of Warrants. The Warrants are separate transactions and are not part of either series of Notes or Note Hedges and are not remeasured through earnings each reporting period. Holders of the Notes of either series do not have any rights with respect to the Warrants.
During the year ended July 31, 2024, we net settled all of the 2023 Warrants with 18.0  million shares of our common stock with a fair value of $ 2.4  billion. The number of net shares issued was determined based on the number of 2023 Warrants exercised multiplied by the difference between the strike price of the 2023 Warrants and their daily volume-weighted-average stock price.
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Revolving Credit Facility
On April 13, 2023, we entered into a credit agreement (the “Credit Agreement”) with certain institutional lenders that provides for a $ 400.0  million unsecured revolving credit facility (the “Credit Facility”), with an option to increase the amount of the Credit Facility by up to an additional $ 350.0  million, subject to certain conditions. The Credit Facility matures on April 13, 2028.
The borrowings under the Credit Facility bear interest, at our option, at a base rate plus a spread of 0.000 % to 0.375 %, or an adjusted term Secured Overnight Financing Rate plus a spread of 1.000 % to 1.375 %, in each case with such spread being determined based on our leverage ratio. We are obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.090 % to 0.150 %, depending on our leverage ratio. The interest rates and commitment fees are also subject to upward and downward adjustments based on our progress towards the achievement of certain sustainability goals.
As of July 31, 2025, there were no amounts outstanding and we were in compliance with all covenants under the Credit Agreement.

12. Leases
We have entered into various non-cancelable operating leases, primarily for our offices and data centers, with lease terms expiring through the year ending July 31, 2036. Some of our leases contain rent holiday periods, scheduled rent increases, lease incentives, early termination rights, and/or renewal options.
During the years ended July 31, 2025, 2024, and 2023, our net cost for operating leases was $ 121.7  million, $ 104.7  million, and $ 91.3  million, respectively, primarily consisting of operating lease costs of $ 88.1  million, $ 75.6  million, and $ 64.2  million, respectively. Our net cost for operating leases also included variable lease costs, short-term lease costs, and sublease income in the periods presented.
The following tables present additional information for our operating leases (in millions, except for years and percentages):

Year Ended July 31,
2025 2024 2023
Operating cash flows used in payments of operating lease liabilities $ 91.2   $ 87.4   $ 82.7  
Right-of-use assets obtained in exchange for new operating lease liabilities $ 26.5   $ 177.9   $ 71.1  

July 31, 2025 July 31, 2024
Weighted-average remaining lease term 6.0 years 6.6 years
Weighted-average discount rate 5.4 % 5.3 %

The following table presents maturities of operating lease liabilities as of July 31, 2025 (in millions):

Amount
Fiscal years ending July 31:
2026 $ 99.4  
2027 95.0  
2028 94.3  
2029 47.7  
2030 45.2  
2031 and thereafter
112.3  
Total operating lease payments 493.9  
Less: imputed interest ( 76.5 )
Present value of operating lease liabilities $ 417.4  
Current portion of operating lease liabilities (1)
$ 79.2  
Long-term operating lease liabilities $ 338.2  

(1) Current portion of operating lease liabilities is included in accrued and other liabilities on our consolidated balance sheet.
As of July 31, 2025, we had additional non-cancelable operating leases for office space that had been signed but had not yet commenced with total future minimum lease payments of $ 36.4  million. These leases are expected to commence on or after fiscal 2026, with lease terms ranging from four to seven years .
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13. Commitments and Contingencies
Purchase Commitments
We have entered into various non-cancelable agreements with cloud hosting service providers, under which we are committed to minimum or fixed purchases of certain cloud hosting services. In addition, in order to reduce manufacturing lead times and plan for adequate supply, we have entered into agreements with manufacturing partners and component suppliers to procure inventory based on our demand forecasts. Other purchase obligations include non-cancellable subscription agreements and other commitments in the normal course of business. The following table presents details of the aggregate future non-cancelable purchase commitments under these agreements as of July 31, 2025 (in millions):

Fiscal years ending July 31,
Total  2026 2027 2028 2029 2030 2031 and Thereafter

Cloud
$ 6,580.5   $ 145.5   $ 774.1   $ 997.8   $ 1,017.5   $ 1,147.8   $ 2,497.8  
Manufacturing
197.1   197.1   —   —   —   —   —  
Other
187.3   112.9   60.7   6.8   3.4   3.5   —  
Total
$ 6,964.9   $ 455.5   $ 834.8   $ 1,004.6   $ 1,020.9   $ 1,151.3   $ 2,497.8  

Additionally, we have a $ 119.0 million minimum purchase commitment with a cloud hosting service provider through September 2027 with no specified annual commitments.
Mutual Covenant Not to Sue and Release Agreement
In January 2020, we executed a Mutual Covenant Not to Sue and Release Agreement for $ 50.0  million to extend an existing covenant not to sue for seven years . As the primary benefit of the arrangement was attributable to future use, the amount was recorded in other assets on our consolidated balance sheets and is amortized to cost of product revenue on our consolidated statements of operations over the estimated period of benefit of seven years .
Guarantee
In October 2023, we established a multi-currency notional cash pool for a certain number of our entities with a third-party bank. As part of the notional cash pool agreement, the bank extends overdraft credit to our participating entities as needed, provided that the overall notionally pooled balance of all accounts in the pool at the end of each day is positive. In the unlikely event of a default, any overdraft balances incurred would be guaranteed by our collective entities participating in the pool.
Litigation
We are subject to legal proceedings, claims, tax matters, and litigation arising in the ordinary course of business, including, for instance, intellectual property and patent litigation. We accrue for contingencies when we believe that a loss is probable and that we can reasonably estimate the amount of any such loss.
Legal matters could include speculative, substantial, or indeterminate monetary amounts. Significant judgment is required to determine both the likelihood of there being a loss and the estimated amount of a loss related to such matters, and we may be unable to estimate the reasonably possible loss or range of loss. The outcomes of outstanding legal matters are inherently unpredictable, and could, either individually or in aggregate, have a material adverse effect on us and our results of operations. To the extent there is a reasonable possibility that a loss exceeding any amounts already recognized may be incurred, we will either disclose the estimated additional loss or state that such an estimate cannot be made.
The following matters arose in the ordinary course of business.
Centripetal Networks, Inc. v. Palo Alto Networks
On March 12, 2021, Centripetal Networks, Inc., filed a lawsuit against us in the United States District Court for the Eastern District of Virginia. The lawsuit alleges that our products infringe multiple Centripetal patents. We successfully challenged certain of these patents, which were found unpatentable by the U.S. Patent and Trademark Office (“PTO”). The case went to jury trial on January 22, 2024, on four patents. On January 31, 2024, the jury returned a verdict of non-willful infringement with a lump sum amount of $ 151.5  million, plus statutory interest. After post-trial motions, a judgment was issued on October 3, 2024 affirming infringement on three patents, reversing infringement on the fourth patent, and subsequently, reducing the damages amount to $ 113.6  million. We posted a surety bond that was agreed upon by the parties and approved by the court. This bond prevents execution of the judgment while appeals are pending. In addition, Centripetal filed infringement contentions on certain of their patents in the European Patent Office and Unified Patent Court in Germany, to which we filed appropriate legal challenges. Those matters are still pending.
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As of July 31, 2024, we accrued $ 184.4  million for the verdict amount and estimated interest. As of July 31, 2025, we accrued $ 145.6  million based on the judgment and estimated interest, which is recorded in other long-term liabilities on our consolidated balance sheets. The corresponding amount was a charge of $ 184.4  million for the year ended July 31, 2024, and a release of $ 38.8  million for the year ended July 31, 2025, which is included in general and administrative expense on our consolidated statements of operations.
Finjan, Inc. v. Palo Alto Networks
On November 4, 2014, Finjan, Inc., filed a lawsuit against us in the United States District Court for the Northern District of California. The lawsuit alleges that our products infringe multiple Finjan patents. The complaint requests injunctive relief, monetary damages, and attorneys’ fees. On March 21, 2025, the judge issued an order granting summary judgment of non-infringement on all remaining patents at issue. Plaintiff filed a Notice of Appeal on April 21, 2025. We are unable, at this time, to reasonably estimate a possible loss or potential range of loss, if any.
Eire OG Innovations. v. Palo Alto Networks
On April 3, 2024, Eire OG Innovations filed a lawsuit against us in the United States District Court for the Eastern District of Texas asserting infringement of multiple patents, certain of which were subsequently dismissed. The complaint requests monetary damages and attorneys’ fees. Trial is set for February 17, 2026. We are unable, at this time, to reasonably estimate a possible loss or potential range of loss, if any.
Indemnification
Under the indemnification provisions of our standard sales related contracts, we agree to defend our end-customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, copyrights, trademarks, or trade secrets, and to pay judgments or approved settlements attributable to such claims. Our exposure under these indemnification provisions is generally limited to payments made to us for the alleged infringing products over the preceding twelve months under the agreement. However, certain agreements include indemnification provisions that could potentially expose us to losses in excess of these payments. In addition, we indemnify our officers, directors, and certain key employees while they are serving in good faith in their company capacities. To date, we have not recorded any accruals for loss contingencies associated with indemnification claims or determined that an unfavorable outcome is probable or reasonably possible.

14. Stockholders’ Equity
Share Repurchase Program
In February 2019, our board of directors authorized a $ 1.0  billion share repurchase program, which is funded from available working capital. Our board of directors subsequently authorized additional increases to this share repurchase program, including $ 915.0  million in August 2022, $ 316.7  million in November 2023, and $ 500.0  million in August 2024, bringing the total authorization under this share repurchase program to $ 4.1  billion (our “current authorization”). The expiration date of our current authorization was extended to December 31, 2025, and our repurchase program may be suspended or discontinued at any time. Repurchases may be made at management’s discretion from time to time 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.
The following table summarizes the share repurchase activity under our share repurchase program (in millions, except per share amounts):

Year Ended July 31,
2024 2023
Number of shares repurchased 4.0   3.6  
Weighted-average price per share (1)
$ 142.00   $ 69.32  
Aggregate purchase price (1)
$ 566.7   $ 250.0  

(1) Includes transaction costs
We did no t repurchase shares of our common stock during the year ended July 31, 2025. During the year ended July 31, 2023, we paid $ 22.7  million related to share repurchases of our common stock that were not settled as of July 31, 2022.
As of July 31, 2025, $ 1.0  billion remained available for future share repurchases under our current repurchase authorization. The total price of the shares repurchased and related transaction costs are reflected as a reduction to common stock and additional paid-in capital on our consolidated balance sheets.
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15. Equity Award Plans
Share-Based Compensation Plans
Equity Incentive Plans
Our 2021 Equity Incentive Plan (our “2021 Plan”) became effective in December 2021 and replaced our 2012 Equity Incentive Plan (our “2012 Plan”). Our 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares (“PSAs”), performance-based stock units (“PSUs”) and performance stock options (“PSOs”) to our employees, directors, and consultants. Upon effectiveness of the 2021 Plan, the 2012 Plan was terminated and no further awards will be granted under the 2012 Plan. Awards that were outstanding upon such termination remained outstanding pursuant to their original terms, and any subsequent expiration, cancellation or forfeiture of awards under our 2012 Plan are returned to our 2021 Plan.
The majority of our equity awards are RSUs, which generally vest over a period of four years from the date of grant. Until vested, RSUs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding.
Our PSUs generally vest over a period of one to four years from the date of grant. The number of PSUs eligible to vest is determined based on the level of achievement against certain performance conditions, market conditions, and a combination thereof.
During the year ended July 31, 2023, we granted 1.8  million shares of PSUs with both service and market conditions. The market conditions are satisfied when the price of our common stock is equal to or exceeds stock price targets of $ 116.67 , $ 133.34 , $ 150.00 , and $ 166.67 based on the average closing price for 30 consecutive trading days during the three - or four -year period following the date of grant. Once a market condition is met, its corresponding one-fourth of the awards vest on each anniversary date of the grant date, subject to continued service. As of July 31, 2025, all stock price targets for these PSU awards have been met, and the related shares will vest when the underlying service conditions are satisfied.
During the year ended July 31, 2023, we granted 1.5  million shares of PSUs, which contain service and market conditions. The service conditions are satisfied after a period of five years . The market condition is measured based on our total shareholder return (“TSR”) relative to the TSR of the companies listed in the Standard & Poor’s 500 index.
During the years ended July 31, 2025, 2024, and 2023, we granted 3.4  million, 4.2  million, and 3.2  million shares of PSUs, respectively, which contain service, performance and market conditions. The service conditions are satisfied over a period of one to three years . For PSUs granted during the year ended July 31, 2025, the performance conditions are based on an average of next-generation security annualized recurring revenue and non-GAAP net income per diluted share. For PSUs granted during the years ended July 31, 2024 and 2023, the performance conditions are based on revenue growth or billing growth. The market condition is measured based on our TSR relative to the TSR of the companies listed in the Standard & Poor’s 500 index. As of July 31, 2025, we have approved an additional 2.7  million shares of PSUs, which will be granted upon the performance condition being established during the next two years .
We have also granted PSOs with both service and market conditions. The market condition for PSOs granted in the fiscal years 2018 and 2019 requires the price of our common stock to equal or exceed $ 49.63 , $ 66.17 , $ 82.71 , and $ 99.25  based on the average closing price for 30  consecutive trading days during the four -, five -, six -, and seven-and-a-half-year periods following the date of grant in fiscal year 2018 and 2019, respectively. Once a market condition is met, its corresponding one-fourth of the PSOs vest on each anniversary date of the grant date, subject to continued service. The maximum contractual term of our outstanding PSOs is seven and a half years from the date of grant, depending on vesting period. As of July 31, 2025, all of our outstanding PSOs have been fully vested.
We net-share settle equity awards held by certain employees by withholding shares upon vesting to satisfy tax withholding obligations. The shares withheld to satisfy employee tax withholding obligations are returned to our 2021 Plan and will be available for future issuance. Payments for employees’ tax obligations to the tax authorities are recognized as a reduction to additional paid-in capital and reflected as financing activities on our consolidated statements of cash flows.
A total of 55.8 million shares of our common stock are reserved for issuance pursuant to our equity incentive plans as of July 31, 2025.
2012 Employee Stock Purchase Plan
Our 2012 Employee Stock Purchase Plan was adopted by our board of directors and approved by the stockholders on June 5, 2012, and was effective upon completion of our initial public offering. On August 29, 2017, we amended and restated our 2012 Employee Stock Purchase Plan (our “2012 ESPP”) to extend the length of our offering periods from 6 to 24 months.
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Our 2012 ESPP permits eligible employees to acquire shares of our common stock at 85 % of the lower of the fair market value of our common stock on the first trading day of each offering period or on the purchase date. If the fair market value of our common stock on the purchase date is lower than the first trading day of the offering period, the current offering period will be cancelled after purchase and a new 24 -month offering period will begin. Under our 2012 ESPP, each 24 -month offering period consists of four consecutive 6 -month purchase periods, with purchase dates on the first trading day on or after February 28 and August 31 of each year. Participants may purchase shares of common stock through payroll deductions of up to 15 % of their eligible compensation, subject to purchase limits of 3,750  shares per six-month purchase period and $ 25,000 worth of stock for each calendar year. Shares purchased under our 2012 ESPP during the fiscal years ended July 31, 2025, 2024 and 2023 were 1.9  million, 2.2  million and 2.3  million, at an average exercise price of $ 106.99 per share, $ 80.32 per share, and $ 69.15 per share, respectively.
A total of 41.5  million shares of our common stock are available for sale under our 2012 ESPP as of July 31, 2025. On the first day of each fiscal year, the number of shares in the reserve may be increased by the lesser of (i)  12.0 million shares, (ii)  1 % of the outstanding shares of our common stock on the first day of the fiscal year, or (iii) such other amount as determined by our board of directors.
Assumed Share-Based Compensation Plans
In connection with our acquisitions, we have assumed equity incentive plans of certain acquired companies (collectively “the Assumed Plans”). The equity awards assumed in connection with each acquisition were granted from their respective assumed plans. The assumed equity awards will be settled in shares of our common stock and will retain the terms and conditions under which they were originally granted. No additional equity awards will be granted under and forfeited awards will not be returned to the Assumed Plans. Refer to Note 8. Acquisitions for more information on our acquisitions and the related equity awards assumed.
Stock Option Activities
The following table summarizes the stock option and PSO activity under our stock plans during the years ended July 31, 2025, 2024, and 2023 (in millions, except per share amounts):

Stock Options Outstanding  PSOs Outstanding 
Number of Shares Weighted-Average Exercise Price Per Share  Weighted-Average Remaining Contractual Term
(Years) Aggregate Intrinsic Value Number of Shares Weighted-Average Exercise Price Per Share  Weighted-Average Remaining Contractual Term
(Years) Aggregate Intrinsic Value
Balance—July 31, 2022 0.1   $ 9.23   0.5 $ 6.7   15.9   $ 32.42   3.2 $ 809.3  

Exercised ( 0.1 ) 9.23   ( 3.1 ) 31.70  

Balance—July 31, 2023 —   $ —   0.0 $ —   12.8   $ 32.60   2.2 $ 1,184.6  

Exercised —   —   ( 3.2 ) 32.42  

Balance—July 31, 2024 —   $ —   0.0 $ —   9.6   $ 32.66   1.2 $ 1,244.9  

Exercised (1)
—   —   ( 8.2 ) 32.65  

Balance—July 31, 2025 —   $ —   0.0 $ —   1.4   $ 32.76   0.5 $ 197.0  
Exercisable—July 31, 2025 —   $ —   0.0 $ —   1.4   $ 32.76   0.5 $ 197.0  

(1) Includes 1.3  million shares withheld by us to satisfy the exercise price and tax withholding requirements.
The intrinsic value of options exercised during the years ended July 31, 2025, 2024, and 2023 was $ 1.2  billion, $ 358.5  million, and $ 237.7  million, respectively.
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RSU and PSU Activities
The following table summarizes the RSU and PSU activity under our stock plans during the years ended July 31, 2025, 2024, and 2023 (in millions, except per share amounts):

Unvested RSUs
Unvested PSUs

Number of Shares Weighted-Average Grant-Date Fair Value Per Share Aggregate Intrinsic Value Number of Shares Weighted-Average Grant-Date Fair Value Per Share Aggregate Intrinsic Value
Balance—July 31, 2022 29.5   $ 57.75   $ 2,456.9   6.2   $ 53.19   $ 513.7  
Granted (1)
11.5   84.52   7.1   71.44  
Vested (2)
( 13.9 ) 55.47   ( 2.6 ) 56.36  
Forfeited ( 3.0 ) 64.03   ( 0.8 ) 68.48  
Balance—July 31, 2023 24.1   $ 71.30   $ 3,013.0   9.9   $ 64.32   $ 1,242.3  
Granted (1)
8.5   137.76   4.3   91.39  
Vested (2)
( 11.8 ) 68.63   ( 3.2 ) 57.28  
Forfeited ( 2.8 ) 84.12   ( 1.0 ) 68.54  
Balance—July 31, 2024 18.0   $ 102.59   $ 2,924.4   10.0   $ 77.95   $ 1,624.2  
Granted (1)
6.0   189.45   3.8   201.59  
Vested (2)
( 8.6 ) 97.00   ( 1.2 ) 64.65  
Forfeited ( 2.2 ) 115.94   ( 3.2 ) 92.11  
Balance—July 31, 2025 13.2   $ 143.33   $ 2,284.7   9.4   $ 140.92   $ 1,635.4  

(1) For PSUs, shares granted represent the aggregate maximum number of shares that may be earned and issued with respect to these awards over their full terms.
(2) Includes time-based vesting for PSUs.
The aggregate fair value, as of the respective vesting dates, of RSUs vested during the years ended July 31, 2025, 2024, and 2023 was $ 1.6 billion, $ 1.6  billion, and $ 1.3  billion, respectively. The aggregate fair value, as of the respective vesting dates, of PSUs vested during the years ended July 31, 2025, 2024, and 2023 was $ 220.7  million, $ 377.7  million, and $ 218.9  million, respectively.
Shares Available for Grant
The following table presents the stock activity and the total number of shares available for grant under our equity incentive plans as of July 31, 2025 (in millions):

Number of shares
Balance—July 31, 2024 26.2  
Authorized 6.0  

RSUs and PSUs granted ( 9.8 )
RSUs and PSUs forfeited 5.5  
Shares withheld for taxes 1.4  
Balance—July 31, 2025 29.3  

Share-Based Compensation
We record share-based compensation awards based on estimated fair value as of the grant date. The fair value of RSUs and PSUs not subject to market conditions is based on the closing market price of our common stock on the date of grant.
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The fair value of the PSUs subject to market conditions is estimated on the grant date using a Monte Carlo simulation model. The following table summarizes the assumptions used and the resulting grant-date fair value of our PSUs subject to market conditions granted during the years ended July 31, 2025, 2024, and 2023:

Year Ended July 31,
2025 2024 2023
Volatility 43.5 % - 47.6 %
40.8 % - 43.4 %
38.3 % - 44.8 %

Expected term (in years) 1.0 - 2.9
0.9 - 2.9
1.0 - 5.0

Dividend yield — % — % — %
Risk-free interest rate 3.7 % - 4.5 %
4.4 % - 5.3 %
3.2 % - 4.1 %

Grant-date fair value per share $ 264.51 - $ 305.83
$ 173.46 - $ 310.61
$ 45.89 - $ 140.21

The expected volatility is based on the historical volatility of our common stock. The expected term is based on the length of each tranche’s performance period from the grant date. The dividend yield assumption is based on our current expectations about our anticipated dividend policy. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with maturities that approximate the expected term.
The fair value of PSOs was estimated on the grant date using a Monte Carlo simulation model, which predicts settlement of the PSOs midway between the vesting term and the contractual term. No PSOs were granted during the years ended July 31, 2025, 2024, and 2023.
The fair value of shares issued under our 2012 ESPP are estimated on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used and the resulting grant-date fair values of our ESPP:

Year Ended July 31,
2025 2024 2023
Volatility 34.3 % - 43.3 %
39.6 % - 50.0 %
38.6 % - 44.7 %

Expected term (in years) 0.5 - 2.0
0.5 - 2.0
0.5 - 2.0

Dividend yield — % — % — %
Risk-free interest rate 3.9 % - 4.8 %
4.6 % - 5.5 %
3.3 % - 5.2 %

Grant-date fair value per share $ 45.43 - $ 74.81
$ 32.81 - $ 66.66
$ 24.39 - $ 37.03

The expected volatility is based on a combination of implied volatility from traded options on our common stock and the historical volatility of our common stock. The expected term represents the term from the first day of the offering period to the purchase dates within each offering period. The dividend yield assumption is based on our current expectations about our anticipated dividend policy. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with maturities that approximate the expected term.
The following table summarizes share-based compensation included in costs and expenses (in millions):

Year Ended July 31,
2025 2024 2023
Cost of product revenue $ 5.1   $ 7.3   $ 9.8  
Cost of subscription and support revenue 127.0   121.0   123.4  
Research and development 550.5   525.5   488.4  
Sales and marketing 359.5   300.8   335.3  
General and administrative 258.0   124.1   130.4  
Total share-based compensation $ 1,300.1   $ 1,078.7   $ 1,087.3  

As of July 31, 2025, total compensation cost related to unvested share-based awards not yet recognized was $ 2.2  billion. This cost is expected to be amortized over a weighted-average period of approximately 2.5 years. Future grants will increase the amount of compensation expense to be recorded in these periods.
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16. Income Taxes
The following table presents the components of income before income taxes (in millions):

  Year Ended July 31,
  2025 2024 2023
United States $ 1,124.9   $ 669.2   $ 374.3  
Foreign 470.8   319.1   192.0  
Total $ 1,595.7   $ 988.3   $ 566.3  

The following table summarizes our provision for (benefit from) income taxes (in millions):

  Year Ended July 31,
  2025 2024 2023
Federal:
Current $ 517.3   $ 213.4   $ 26.1  
Deferred ( 300.2 ) 311.7   19.3  
State:
Current 108.2   101.5   44.0  
Deferred ( 44.5 ) ( 172.8 ) 0.4  
Foreign:
Current 186.0   129.6   44.0  
Deferred ( 5.0 ) ( 2,172.7 ) ( 7.2 )
Total $ 461.8   $ ( 1,589.3 ) $ 126.6  

For the year ended July 31, 2025, our provision for income taxes was $ 461.8 million, which included a deferred tax provision of $ 218.5 million arising from the remeasurement of our basis difference associated with the U.S. tax effects of foreign deferred tax assets. Our remeasurement is a result of the One Big Beautiful Bill Act ("OBBB") enacted on July 4, 2025 which provides for significant tax law changes and modifications including changes to the U.S. effective tax rates on certain foreign earnings. Although these specific provisions are not effective until our fiscal 2027, our policy to account for basis differences relating to our global intangible low-taxed income requires us to account for these changes in the period of enactment.
For the year ended July 31, 2024, our benefit from income taxes was $ 1.6 billion, primarily due to the release of our valuation allowance on U.S. federal, U.S. states other than California, and United Kingdom (“U.K.”) deferred tax assets, partially offset by the deferred tax provision in our U.S. federal tax provision to recognize the indirect effect on basis differences relating to our global intangible low-taxed income in connection with the release of our valuation allowance in the U.K.
The following table presents the items accounting for the difference between income taxes computed at the federal statutory income tax rate and our provision for (benefit from) income taxes:

  Year Ended July 31,
2025 2024 2023
Federal statutory rate 21.0 % 21.0 % 21.0 %
Effect of:
State taxes, net of federal tax benefit 3.8   3.1   2.8  
Non-U.S. operations
2.2   9.5   9.7  
Change in valuation allowance 1.1   ( 341.9 ) 15.5  
U.S. effect of foreign deferred tax assets
11.2   175.8   —  

Share-based compensation ( 5.5 ) ( 16.9 ) ( 12.6 )

Tax credits ( 6.2 ) ( 13.4 ) ( 15.6 )
Non-deductible expenses 1.2   1.5   2.3  
Other, net 0.1   0.5   ( 0.7 )
Total 28.9   % ( 160.8 ) % 22.4   %

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The following table presents the components of our deferred tax assets and liabilities as of July 31, 2025 and 2024 (in millions):

  July 31,
  2025 2024

Deferred tax assets:
Accruals and reserves $ 132.1   $ 109.7  
Operating lease liabilities 126.5   132.6  
Deferred revenue 1,266.1   1,004.9  
Net operating loss carryforwards 620.0   585.2  
Tax credits 222.3   175.3  
Capitalized research expenditures 895.4   626.6  
Share-based compensation 105.6   75.6  
Fixed assets and intangible assets 1,561.4   1,631.7  

Gross deferred tax assets 4,929.4   4,341.6  
Valuation allowance ( 278.1 ) ( 243.4 )
Total deferred tax assets 4,651.3   4,098.2  
Deferred tax liabilities:
U.S. effect of foreign deferred tax assets
( 1,921.6 ) ( 1,728.5 )

Operating lease right-of-use assets ( 108.2 ) ( 115.8 )
Deferred contract costs ( 212.5 ) ( 199.1 )
Other deferred tax liabilities ( 74.1 ) ( 43.5 )
Total deferred tax liabilities ( 2,316.4 ) ( 2,086.9 )
Net deferred tax assets (liabilities) $ 2,334.9   $ 2,011.3  

We regularly assess the need for a valuation allowance on our deferred tax assets. In making this assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all the deferred tax assets will not be realized. The assessment requires significant judgment and is performed for each of the applicable jurisdictions. Based on our analysis of all positive and negative evidence during the year ended July 31, 2025, we continue to maintain a valuation allowance for our California deferred tax assets due to the uncertainty regarding realizability of these deferred tax assets as they have not met the “more likely than not” realization criterion. We expect future research and development tax credit generation in California to exceed our ability to use the existing tax credits.
Our U.S. federal and state deferred tax assets largely consist of capitalized research expenditures and accelerated recognition of deferred revenue for tax purposes. U.S. tax carryforwards (including net operating losses and tax credits) are expected to be fully utilized to the extent allowable by law. Our U.K. deferred tax assets largely consist of basis differences in intangible assets and related net operating losses expected to be utilized in the future.
As of July 31, 2025, we had federal, state, and foreign net operating loss carryforwards of approximately $ 129.1  million, $ 112.8  million, and $ 2.3  billion, respectively, as reported on our tax returns, available to reduce future taxable income, if any. If not utilized, our federal and state net operating loss carryforwards will expire in various amounts at various dates beginning in the years ending July 31, 2034 and July 31, 2030, respectively. Our foreign net operating loss will carry forward indefinitely.
As of July 31, 2025, we had federal and state research and development tax credit carryforwards of approximately $ 2.0  million and $ 340.2  million, respectively, as reported on our tax returns. If not utilized, the federal credit carryforwards will expire in various amounts at various dates beginning in the year ending July 31, 2040. The state credit carryforwards have no expiration.
As of July 31, 2025, we had foreign tax credit carryforwards of $ 1.7  million as reported on our tax returns. If not utilized, the foreign tax credit carryforwards will expire in various amounts at various dates beginning in the year ending July 31, 2029.
Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.
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As of July 31, 2025, we had $ 572.2 million of unrecognized tax benefits, $ 274.8 million of which would affect income tax expense if recognized, after consideration of our valuation allowance in California and other assets. As of July 31, 2024, we had $ 454.4  million of unrecognized tax benefits, $ 200.1 million of which would affect income tax expense if recognized, after consideration of our valuation allowance in the United States and other assets. We do not expect the amount of unrecognized tax benefits as of July 31, 2025 to materially change over the next 12 months.
We file federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Generally, all years remain subject to adjustment due to our net operating loss and credit carryforwards. We currently have ongoing tax audits in various jurisdictions and at various times. The primary focus of these audits is, generally, profit allocation. The ultimate amount and timing of any future settlements cannot be predicted with reasonable certainty.
We recognize both interest and penalties associated with uncertain tax positions as a component of income tax expense. During the years ended July 31, 2025, 2024, and 2023, we recognized an income tax expense of $ 42.4 million, an income tax expense of $ 5.8 million, and a net income tax benefit of $ 4.8 million related to interest and penalties, respectively. We had accrued interest and penalties on our consolidated balance sheets related to unrecognized tax benefits of $ 53.3 million and $ 10.9 million as of July 31, 2025 and 2024, respectively.
The following table presents a reconciliation of the beginning and ending amount of our gross unrecognized tax benefits (in millions):

  Year Ended July 31,
  2025 2024 2023
Unrecognized tax benefits at the beginning of the period $ 454.4   $ 360.0   $ 414.0  
Additions for tax positions taken in prior years 10.4   1.9   7.8  
Reductions for tax positions taken in prior years ( 11.1 ) ( 19.8 ) ( 99.8 )
Additions for tax positions taken in the current year 118.5   112.3   66.9  
Reduction relating to audit settlement —   —   ( 28.9 )
Unrecognized tax benefits at the end of the period $ 572.2   $ 454.4   $ 360.0  

During the years ended July 31, 2025 and 2024, increases in uncertain tax positions were primarily due to our credits and incentives and intercompany transactions.
As of July 31, 2025, we had no unremitted earnings when evaluating our outside basis difference relating to our U.S. investment in foreign subsidiaries. However, there could be local withholding taxes due to various foreign countries if certain lower tier earnings are distributed. Withholding taxes that would be payable upon remittance of these lower tier earnings are not material.

17. Net Income Per Share
Basic net income per share is computed by dividing net income by basic weighted-average shares outstanding during the period. Diluted net income per share is computed by dividing net income by diluted weighted-average shares outstanding during the period giving effect to all potentially dilutive securities to the extent they are dilutive. We compute the dilutive effect of shares issuable upon conversion of our convertible senior notes using the if-converted method, and the dilutive effect of warrants related to the issuance of convertible senior notes and equity awards under our employee equity incentive plans using the treasury stock method.
The following table presents the computation of basic and diluted net income per share of common stock (in millions, except per share data):

  Year Ended July 31,
  2025 2024 2023
Net income
$ 1,133.9   $ 2,577.6   $ 439.7  
Weighted-average shares used to compute net income per share, basic
662.5   638.5   606.4
Weighted-average effect of potentially dilutive securities:
Convertible senior notes 7.3   20.7   35.7  
Warrants related to the issuance of convertible senior notes 25.4   25.6   18.6  
Employee equity incentive plans 14.1   23.1   23.8  
Weighted-average shares used to compute net income per share, diluted
709.3   707.9   684.5
Net income per share, basic
$ 1.71   $ 4.04   $ 0.73  
Net income per share, diluted
$ 1.60   $ 3.64   $ 0.64  

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The following securities were excluded from the computation of diluted net income per share of common stock as their effect would have been antidilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the applicable period (in millions):

Year Ended July 31,
2025 2024 2023

Employee equity incentive plans 3.4   4.7   7.7  

18. Other Income, Net
The following table sets forth the components of other income, net (in millions):

Year Ended July 31,
2025 2024 2023
Interest income $ 363.5   $ 317.9   $ 224.4  
Foreign currency exchange gains (losses), net ( 32.8 ) 0.2   ( 7.9 )
Other, net 25.1   ( 5.4 ) ( 10.3 )
Total other income, net $ 355.8   $ 312.7   $ 206.2  

19. Segment Information
We have one operating and reportable segment. We conduct business globally and sales are primarily managed on a geographic theater basis. Our chief operating decision maker (“CODM”) is our Chairman and Chief Executive Officer who reviews financial information presented on a consolidated basis accompanied by revenue information for purposes of allocating resources and evaluating financial performance. Our CODM uses consolidated net income as our measure of segment profit or loss. The consolidated financial information by function as reflected on our consolidated statements of operations is used in our annual budget and forecasting process to establish goals and monitor budget versus actual results. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.
The following table presents our long-lived assets, which consist of property and equipment, net and operating lease right-of-use assets, by geographic area (in millions):

  Year Ended July 31,
  2025 2024
Long-lived assets:
United States $ 418.0   $ 438.9  
Israel 162.1   141.1  
Other countries 154.2   167.0  
Total long-lived assets $ 734.3   $ 747.0  

Refer to Note 2. Revenue for revenue by geographic theater and revenue for groups of similar products and services for the years ended July 31, 2025, 2024, and 2023.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our chief executive officer and chief financial officer concluded that, as of July 31, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2025, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013 framework). Based on that assessment, management concluded that, as of July 31, 2025, our internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of July 31, 2025 has been audited by Ernst & Young LLP, the independent registered public accounting firm that audits our consolidated financial statements, as stated in their report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended July 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. Other Information
Trading Plans of Directors and Executive Officers
Set forth below is certain information regarding Rule 10b5-1 trading plans adopted or terminated by our directors and officers (as defined in Rule 16a-1(f)) during the fourth quarter of fiscal 2025. The Rule 10b5-1 trading plans listed below are each intended to satisfy the affirmative defense of Rule 10b5-1(c).

Name Title Date Plan Was Adopted Date Plan Was Terminated
Original Expiration Date
Total Amount of Common Stock to Be Sold Under the Plan

Nikesh Arora
Chief Executive Officer
June 24, 2025
Not applicable
December 24, 2025 or when all shares have been sold
846,408

No other officers or directors, as defined in Rule 16a-1(f), adopted , modified, and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fourth quarter of fiscal 2025.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
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Part III

Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2025 annual meeting of stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended July 31, 2025 and is incorporated herein by reference.

Item 11. Executive Compensation
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
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Part IV

Item 15. Exhibits and Financial Statement Schedules
Documents filed as part of this Annual Report on Form 10-K are as follows:
1. Consolidated Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
2. Financial Statement Schedules
Financial statement schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is shown in the Consolidated Financial Statements or the notes thereto.
3. Exhibits
The following documents are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
Exhibit Index

Exhibit
Number Exhibit Description Incorporated by Reference
Form File No. Exhibit Filing Date

2.1 ***
Agreement and Plan of Merger, dated as of July 30, 2025, by and among Palo Alto Networks, Inc., Athens Strategies Ltd. and CyberArk Software Ltd.
8-K
001-35594
2.1
July 31, 2025

3.1
Restated Certificate of Incorporation of the Registrant, as amended.

3.2
Amended and Restated Bylaws of the Registrant. 8-K 001-35594 3.1 August 18, 2025

3.3
Certificate of Change of Location of Registered Agent and/or Registered Office. 8-K 001-35594 3.1 August 30, 2016

4. 1
Description of Registrant’s Securities.

10.1 *
Form of Indemnification Agreement between the Registrant and its directors and officers. S-1/A 333-180620 10.1 July 9, 2012

10.2 *
2012 Equity Incentive Plan and related form agreements. 10-Q 001-35594 10.2 November 26, 2019

10.3 *
Form of 2012 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement. 10-Q 001-35594 10.4 November 19, 2021

10.4 *
2021 Equity Incentive Plan, as amended and restated, and related form agreements.

10 .5 *
2012 Employee Stock Purchase Plan, as amended and restated, and related form agreements.

10 .6 *
RedLock Inc. 2015 Stock Plan, as amended, and related form agreements under RedLock Inc. 2015 Stock Plan, as amended. S-8 333-227901 99.1 October 19, 2018

10.7 *
Cider Security Ltd. 2020 Equity Incentive Plan. S-8 333-268931 99.1 December 21, 2022

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Exhibit
Number Exhibit Description Incorporated by Reference
Form File No. Exhibit Filing Date

10.8 *
US Sub-Plan to Cider Security Ltd. 2020 Equity Incentive Plan. S-8 333-268931 99.2 December 21, 2022

10.9 *
Employee Incentive Compensation Plan, as amended and restated. 10-Q 001-35594 10.2 November 25, 2014

10.10
Clawback Policy, adopted as of August 29, 2017, amended August 14, 2024.
10-K
001-35594
10.16
September 6, 2024

10.11 *
Amended and Restated Outside Director Compensation Policy (last amended February 12, 2025).
10-Q 001-35594 10.1 May 21, 2025

10.12 *
Continued Service Policy. 10-Q 001-35594 10.3 May 20, 2022

10.13 *
Palo Alto Networks, Inc. Deferred Compensation Plan effective June 1, 2022.
10-K 001-35594 10.23 September 6, 2022

10.14 *
Amendment and Restated Employment Letter between Palo Alto Networks, Inc. and Nir Zuk, dated July 7, 2025.

10.15 *
Offer Letter between the Registrant and Nikesh Arora, dated May 30, 2018. 8-K 001-35594 10.2 June 4, 2018

10.16 *
Offer Letter between the Registrant and Josh Paul, dated August 5, 2021. 8-K 001-35594 10.1 September 8, 2021

10.17 *
Confirmatory Employment Letter with Updated Change in Control Protection between the Registrant and Lee Klarich, dated December 19, 2011. 10-Q 001-35594 10.4 November 30, 2018

10.18 *
Addendum to Employment Offer Letter by and between the Registrant and Dipak Golechha, dated March 17, 2021. 8-K 001-35594 10.1 March 19, 2021

10.19 *
Addendum to Employment Offer Letter by and between the Registrant and Dipak Golechha, dated February 18, 2022. 10-Q 001-35594 10.1 May 20, 2022

10.20 *
Employment Offer Letter by and between the Registrant and William “BJ” Jenkins, dated July 27, 2021. 8-K 001-35594 10.1 August 12, 2021

10.21 *
Addendum to Employment Offer Letter between the Registrant and William “BJ” Jenkins, dated February 18, 2022.
10-Q 001-35594 10.2 May 20, 2022

10.22 *
Form of Offer Letter between the Registrant and its directors. 10-Q
001-35594 10.2
May 21, 2025

10.23 **
Amended and Restated Flextronics Manufacturing Services Agreement, by and between the Registrant and Flextronics Telecom Systems Ltd., dated April 1, 2019. 10-Q 001-35594 10.1 May 30, 2019

10.24
Vendor Information Security Terms between the Registrant and Flextronics Telecom Systems Ltd., dated July 23, 2021.
10-K 001-35594 10.29 September 3, 2021

10.25
Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015. 10-K 001-35594 10.29 September 17, 2015

10.26
Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015. 10-K 001-35594 10.30 September 17, 2015

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Exhibit
Number Exhibit Description Incorporated by Reference
Form File No. Exhibit Filing Date

10.27
Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015. 10-K 001-35594 10.31 September 17, 2015

10.28
Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated October 7, 2015. 8-K/A 001-35594 10.1 October 19, 2015

10.29
Amendment No. 1 to Lease by and between the Registrant and Santa Clara Phase I Property LLC, dated November 9, 2015. 10-Q 001-35594 10.2 November 24, 2015

10.30
Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 9, 2015. 10-Q 001-35594 10.3 November 24, 2015

10.31
Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016. 10-Q 001-35594 10.1 November 22, 2016

10.32
Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016. 10-Q 001-35594 10.2 November 22, 2016

10.33
Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016. 10-Q 001-35594 10.3 November 22, 2016

10.34
Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016. 10-Q 001-35594 10.1 March 1, 2017

10.35
Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016. 10-Q 001-35594 10.2 March 1, 2017

10.36
Amendment No. 3 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016. 10-Q 001-35594 10.3 March 1, 2017

10.37
Amendment No. 3 to Lease by and between the Registrant and Santa Clara EFH LLC, dated June 22, 2017. 10-K 001-35594 10.40 September 7, 2017

10.38
Amendment No. 3 to Lease by and between the Registrant and Santa Clara G LLC, dated June 22, 2017. 10-K 001-35594 10.41 September 7, 2017

10.39
Amendment No. 4 to Lease by and between the Registrant and Santa Clara EFH LLC, dated June 22, 2017. 10-K 001-35594 10.42 September 7, 2017

10.40
Amendment No. 4 to Lease by and between the Registrant and Santa Clara Phase III EFH LLC, dated September 29, 2017. 10-Q 001-35594 10.5 November 21, 2017

10.41
Amendment No. 4 to Lease by and between the Registrant and Santa Clara Phase III G LLC, dated September 29, 2017. 10-Q 001-35594 10.6 November 21, 2017

10.42
Amendment No. 5 to Lease by and between the Registrant and Santa Clara Phase III EFH LLC, dated September 29, 2017. 10-Q 001-35594 10.7 November 21, 2017

10.43
Credit Agreement, dated as of April 13, 2023 among the Registrant, the lenders party thereto and Wells Fargo, National Association, as administrative agent. 8-K 001-35594 10.1 April 19, 2023

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Exhibit
Number Exhibit Description Incorporated by Reference
Form File No. Exhibit Filing Date

10.44
Amendment No. 1, dated as of November 22, 2024, to Credit Agreement, dated as of April 13, 2023, among Palo Alto Networks, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.
10-Q
001-35594
10.3 February 14, 2025

10. 45
Form of Warrant Confirmation.
8-K
001-35594 10.3 June 8, 2020

19.1 **
Insider Trading Policy and Requirements for Trading Plans, as amended and restated.

21.1
List of subsidiaries of the Registrant.

23.1
Consent of Independent Registered Public Accounting Firm.

24.1
Power of Attorney (contained in the signature page to this Annual Report on Form 10-K).

31.1
Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

31.2
Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

32.1 †
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 †
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1
Compensation Recovery Policy.
10-K
001-35594
97.1 September 6, 2024

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Schema Linkbase Document.

101.CAL XBRL Taxonomy Calculation Linkbase Document.

101.DEF XBRL Taxonomy Definition Linkbase Document.

101.LAB XBRL Taxonomy Labels Linkbase Document.

101.PRE XBRL Taxonomy Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*    Indicates a management contract or compensatory plan or arrangement.
**    Certain portions of this exhibit have been omitted as the Registrant has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Registrant if publicly disclosed.
*** Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
†    The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Item 16. Form 10-K Summary
Not applicable.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 29, 2025.

    
PALO ALTO NETWORKS, INC.
By: /s/ N IKESH A RORA

Nikesh Arora
Chairman and Chief Executive Officer

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Power of Attorney
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nikesh Arora, Dipak Golechha, and Josh Paul, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature Title   Date

/s/ NIKESH ARORA Chairman, Chief Executive Officer and Director (Principal Executive Officer)   August 29, 2025
Nikesh Arora

/s/ DIPAK GOLECHHA Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)   August 29, 2025
Dipak Golechha

/s/ JOSH PAUL Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) August 29, 2025
Josh Paul

/s/ LEE KLARICH
Chief Product and Technology Officer and Director
August 29, 2025
Lee Klarich

/s/ APARNA BAWA
Director August 29, 2025
Aparna Bawa

/s/ JOHN M. DONOVAN Director   August 29, 2025
John M. Donovan

/s/ CARL ESCHENBACH Director   August 29, 2025
Carl Eschenbach

/s/ JAMES J. GOETZ Director August 29, 2025
James J. Goetz

/s/ RALPH HAMERS
Director   August 29, 2025
Ralph Hamers

/s/ RT HON SIR JOHN KEY
Director August 29, 2025
Rt Hon Sir John Key

/s/ MARY PAT MCCARTHY Director   August 29, 2025
Mary Pat McCarthy

/s/ HELLE THORNING-SCHMIDT
Director
August 29, 2025
Helle Thorning-Schmidt

/s/ LORRAINE TWOHILL
Director August 29, 2025
Lorraine Twohill

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