PANW: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 20, 2026, the Board of Directors (the “Board”) of Palo Alto Networks, Inc. (the “Company”), upon the recommendation of the Compensation and People Committee of the Board, approved an Executive Change in Control and Severance Policy (the “Policy”). The Policy is designed to provide certain severance benefits to selected participants in connection with the involuntary termination of the participant’s employment during a specified change in control protection period, or, in certain cases, outside of a change in control protection period. Company employees with the title of Senior Vice President and above who execute a participation agreement with the Company have been designated as participants in the Policy, including the following executives: Nikesh Arora, the Company’s Chairman and Chief Executive Officer (the “CEO”), Dipak Golechha, the Company’s Chief Financial Officer, William “BJ” Jenkins, the Company’s President, and Lee Klarich, the Company’s Chief Product and Technology Officer. Under the terms of the Policy, if an executive’s employment is terminated by the Company other than for “Cause,” death or “Disability” (each, as defined in the Policy) outside of the period beginning three months prior to a Change in Control (as defined in the Policy) and ending 12 months (or 18 months for the CEO) following a Change in Control (the “CIC Period”), then, subject to the executive’s timely execution and non-revocation of a separation agreement and release of claims with the Company, the executive will receive: (i) salary severance equal to a percentage (as described in the table below) of the executive’s base s