DEF 14A of Palo Alto Networks Inc, Oct 27, 2026

DEF 14A of Palo Alto Networks Inc

Filed Oct 27, 2026 · FY20260001308179-26-000432

Open on EDGAR

  1. EXECUTIVE COMPENSATION ENHANCEMENTS

    EXECUTIVE COMPENSATION ENHANCEMENTS Building on the changes to executive compensation programs introduced in fiscal 2024 and fiscal 2025, our Compensation and People Committee distilled meaningful enhancements to our executive compensation program, some of which were reflected in our fiscal 2026 program (as previewed in our 2025 proxy statement) and additional changes that were implemented for our fiscal 2027 program. Consistent with our commitment to continually evolve our executive compensation practices and benefit from the important insights of our shareholders, these changes are designed to further strengthen the alignment between executive pay and long-term shareholder value creation. The key changes include: •For our performance-based restricted stock units (“PSUs”), the relative total shareholder return (“TSR”) modifier performance target for 1.0x achievement was increased to the 55th percentile rank from the 50th percentile. •For our fiscal 2026 PSUs, the maximum achievement of 300% for the NGS ARR performance measure requires exceeding the target for a particular fiscal year by at least $400 million, a 33.3% increase from the prior year’s PSUs, while the threshold for no payout has similarly been lowered to missing the target by at least $400 million. •The fiscal 2026 PSUs and fiscal 2027 PSUs exclude the NGS ARR contribution from acquisitions in which the purchase price for the acquisition exceeds 4% of our market capitalization at the time of the acquisition. •For our fiscal 2027 PSUs, we have redesigned our PSUs to lower the maximum payout from 400% to 300%, a decrease of 25%, of the target amount of PSUs.

  2. Voting Items

    | Executive Compensation Program Changes | | | | For Fiscal 2026 | Target for a 1.0x relative TSR modifier was increased to the 55th percentile rank from the 50th percentile rank | | | | For the NGS ARR measure in our PSUs, the maximum achievement level of 300% requires exceeding the target by at least $400 million instead of $300 million—a 33.3% increase—while the threshold for no payout has similarly been lowered to being below target by at least $400 million | | | | NGS ARR contributions from acquisition transactions will be excluded from the NGS ARR measure in the fiscal 2026 PSUs where the purchase price of the acquisition exceeds 4% of our market capitalization | | | For Fiscal 2027 | Reduced the maximum payout of PSUs from 400% to 300% of the target number of PSUs, a decrease of 25% | For the fiscal 2027 PSUs, aligned treatment of NGS ARR contributions from acquisition transactions to the treatment in the fiscal 2026 PSUs described above | | | For the NGS ARR measure in our PSUs, the maximum achievement level of 300% will require exceeding the target by at least $450 million instead of $400 million—a 12.5% increase—while the threshold for no payout has similarly been lowered to being below target by at least $450 million | For the non-GAAP EPS performance measure, the threshold for no payout has been increased to achieving 93% of the target for a particular fiscal year (a three percentage point increase), while the threshold for the maximum achievement level was lowered to achieving at least 107% of target |

  3. Board Annual Self-Assessment Process

    | | | PROPOSAL 4 Approve Amendment to Our 2021 Equity Incentive Plan | | | | | We are asking shareholders to approve an amendment to our 2021 Equity Incentive Plan to increase the number of shares of our common stock reserved for issuance under the 2021 Equity Incentive Plan. The ability to grant equity awards is crucial to recruiting and retaining the best personnel. If shareholders do not approve the amendment to our 2021 Equity Incentive Plan at the Annual Meeting, we may be unable to continue to grant equity awards as needed, which could prevent us from successfully attracting and retaining the highly skilled talent we need. | | | | | | See Page 125 | | | | | The Board recommends a vote “FOR” the approval of an amendment to our 2021 Equity Incentive Plan to increase the number of plan shares reserved for issuance. |

  4. Board Annual Self-Assessment Process

    | | | PROPOSAL 5 Approve Advisory Vote on Annual Voting Policy for Directors | | | | | We are providing our shareholders with the opportunity to vote to approve, on an advisory or non-binding basis, a Board policy that would provide for an annual non-binding advisory vote, except during years where there is a contested director election, to approve the continued service of each director who is not up for election at the annual meeting of shareholders. The annual voting policy would be set forth in the Company’s Corporate Governance Guidelines and include an expectation that any incumbent director who does not receive a majority of the votes cast in connection with such annual, non-binding advisory vote should promptly tender a resignation following the certification of the applicable shareholder vote, which would become effective if accepted by the Board. | | | | | | See Page 138 | | | | | The Board recommends a vote “FOR” the approval, on an advisory basis, of the annual voting policy for directors |

  5. Board Annual Self-Assessment Process

    | | | PROPOSAL 6 Shareholder Proposal — Study of Broad-Based Employee Ownership Transaction | | | | | We are asking shareholders to vote against a non-binding shareholder proposal, if properly presented at the Annual Meeting, to prepare a report evaluating the feasibility, costs, and benefits of a potential extraordinary transaction through which a broad-based employee ownership vehicle would acquire ownership or equity interests in our company or a substantial business unit. | | | | | | See Page 142 | | | | | The Board recommends a vote “AGAINST” the approval of a shareholder proposal to prepare a report studying a broad-based employee ownership transaction. |

  6. Board Annual Self-Assessment Process

    | 2026 Proxy Statement | | 47 |

  7. Board Annual Self-Assessment Process

    | | | PROPOSAL NO. 1 Election of Directors | | | | | | | | Our Board is composed of ten members and is divided into three staggered classes of directors. At each annual meeting of shareholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be apportioned among the three classes so that, as nearly as practicable, each class will consist of one-third of our directors. This classification of our Board may have the effect of delaying or preventing changes in control of the Company. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the four nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if a proxy is properly executed but no direction is made, for the election of the Board’s four nominees. If Proposal 5 is approved, on a nonbinding advisory basis, by our shareholders at the Annual Meeting, our Board intends to implement an annual non-binding advisory vote, except during years where there is a contested director election, to approve the continued service of each director who is not up for election at the annual meeting of shareholders. This new advisory vote would be combined with a resignation policy such that any director who does not receive a majority of votes cast would be expected to tender a resignation, which would take effect if accepted by the Board. This policy would be set forth in the Company’s Corporate Governance Guidelines and, if implemented, would begin at our 2027 annual meeting of shareholders. The following Class III directors have been nominated for election to the Board at the Annual Meeting: | | | | | | | | •Nikesh Arora | | •Aparna Bawa | •Carl Eschenbach | •Lorraine Twohill | | | | The sections “Board Skills and Experience Matrix” and “Directors” of this Proxy Statement contain information about skills and experiences that helped the Governance and Nominating Committee and our Board determine that these nominees should serve as directors of the Company. REQUIRED VOTE We have a majority voting standard for uncontested elections of directors. Each director nominee is elected by a vote of the majority of the votes cast. A majority of the votes cast means the number of votes cast “For” such nominee’s election exceeds the number of votes cast “Against” that nominee. You may vote “For,” “Against,” or “Abstain” with respect to each director nominee. Broker non-votes and abstentions, if any, will have no effect on the outcome of the election. Pursuant to our Corporate Governance Guidelines, a director is expected to promptly tender his or her resignation if he or she fails to receive the required number of votes for re-election. The resignation will be effective only upon acceptance by the Board. The Governance and Nominating Committee will promptly consider the tendered resignation to determine whether to recommend that our Board accept the director’s resignation, or take other action, and will submit such recommendation for prompt consideration by our Board. Our Board may accept the resignation, refuse the resignation, or refuse the resignation subject to such conditions as our Board may impose. The Board will act within 90 days following certification of the shareholder vote and will promptly publicly disclose its decision in a filing with the SEC. Additional details about this process are specified in our Corporate Governance Guidelines, which are available on our Investor Relations website at https://investors.paloaltonetworks.com. If you are a shareholder of record and you sign the accompanying proxy card, or vote by telephone or over the Internet, but do not give instructions for the voting of directors, your shares will be voted “For” the re-election of each of Nikesh Arora, Aparna Bawa, Carl Eschenbach, and Lorraine Twohill. We expect that each of Nikesh Arora, Aparna Bawa, Carl Eschenbach, and Lorraine Twohill will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our Board to fill such vacancy. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on the accompanying proxy card or when you vote by telephone or over the Internet. If you are a street name shareholder and you do not give voting instructions to your broker or nominee, your shares will not be voted on this matter. | | | | | | | | | Recommendation of the Board The Board recommends that you vote “FOR” each of the director nominees named above. | | | |

  8. Board Annual Self-Assessment Process

    | 48 | | 2026 Proxy Statement |

  9. Board Annual Self-Assessment Process

    Director Tenure and Refreshment The Board believes that a mix of long- and shorter-tenured directors promotes an appropriate balance of views and insights and allows the Board as a whole to benefit from the historical and institutional knowledge that longer-tenured directors possess, and the fresh perspectives contributed by newer directors. With the additions of six new directors that are currently serving since fiscal 2019, three of whom have joined in the last twenty-four months, we have added directors who have brought their experiences and fresh perspectives to our Board’s deliberations. In addition, all but one of those directors have been independent, further demonstrating our commitment to robust independent director oversight. As of July 31, 2026, our independent directors have served an average of nine years on the Board. Overall, our full Board, including both independent and non-independent directors, have an average tenure of eight years.* We believe that this mix of tenure on the Board represents a collection of individuals with both new perspectives and deep institutional knowledge. Board Makeup Our Corporate Governance Guidelines embody our Board’s commitment to actively seek out director candidates who possess varied backgrounds, experiences, perspectives, and skills. Our Board believes representation of diverse perspectives on these broad principles expands the Board’s understanding of the needs and viewpoints of our customers, partners, employees and other stakeholders worldwide.

  10. Board Annual Self-Assessment Process

    | DIRECTOR TENURE* 8 years (all directors) 9 years (independent directors) BOARD INDEPENDENCE* 80% of our directors are independent | | * Board statistics shown above and discussed on this page under “—Director Tenure and Refreshment” are measured as of July 31, 2026. |

  11. Board Annual Self-Assessment Process

    | 2026 Proxy Statement | | 49 |

  12. Board Annual Self-Assessment Process

    Board Skills and Experience Matrix Our Board has taken a thoughtful approach to board composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company and that enable them to provide oversight of management to ensure accountability to our shareholders. The Board and the Governance and Nominating Committee believe the skills, qualities, attributes, experience and breadth of backgrounds of our directors provide us with a range of perspectives to effectively address our evolving needs and represent the best interests of our shareholders.

  13. Board Annual Self-Assessment Process

    | | | | | | | | | | | | | | | | Industry and IT/AI Technical Expertise Deep insight in the cybersecurity and IT and AI technology industry to oversee our business and the risks we face | | | | | | | | | | | 7 | | | Senior Leadership Experience Experience in senior leadership positions to analyze, advise and oversee management in decision-making, operations, policies and risk oversight | | | | | | | | | | | 10 | | | Financial Knowledge and Expertise Knowledge of financial markets, financing and accounting and financial reporting processes | | | | | | | | | | | 8 | | | Backgrounds and Experiences Backgrounds and experiences providing unique perspectives and enhancing decision-making | | | | | | | | | | | 10 | | | Cybersecurity / Information Security / Security Expertise to oversee cybersecurity, privacy, and information security management and risk | | | | | | | | | | | 7 | | | Sales, Marketing and Brand Management Experience Sales, marketing, and brand management experience to provide expertise and guidance to grow sales and enhance our brand | | | | | | | | | | | 5 | | | Global/International Experience Experience and knowledge of global operations, business conditions and culture to advise and oversee our global business | | | | | | | | | | | 9 | | | Risk Management Experience in risk oversight and management | | | | | | | | | | | 10 | | | AI and Emerging Technologies and Business Models Experience Experience identifying and developing emerging technologies and business models, including experience with AI, to advise, analyze and strategize regarding emerging technologies, business models and potential acquisitions | | | | | | | | | | | 9 | | | Human Capital Management Experience attracting and retaining top talent to advise and oversee our people and compensation policies in our competitive environment | | | | | | | | | | | 10 | | | Public Company Board Experience and Corporate Governance Experience to understand the dynamics and operation of a public company, and corporate governance requirements and compliance | | | | | | | | | | | 10 |

  14. Board Annual Self-Assessment Process

    | 50 | | 2026 Proxy Statement |

  15. Board Annual Self-Assessment Process

    Directors Nominee Directors

  16. Board Annual Self-Assessment Process

    | | | | | | | | | Nikesh Arora | 58 | Skills and Experience: | | | | | Director Since: 2018 Committee Memberships: •Corporate Development Committee Other Current Public Company Boards: •Compagnie Financière Richemont •Uber Technologies, Inc. | | | | | BACKGROUND Nikesh Arora has served as the Chair of our Board and Chief Executive Officer since June 2018. Prior to joining us, from 2016 through 2018, Mr. Arora was an angel investor and from June 2016 through December 2017, Mr. Arora served as an advisor to SoftBank Group Corp., a multinational conglomerate company (“SoftBank”). From July 2015 through June 2016, Mr. Arora served as president and chief operating officer of SoftBank and from July 2014 through June 2015, Mr. Arora served as vice chair and chief executive officer of SoftBank Internet and Media, a subsidiary of SoftBank. Prior to SoftBank, from December 2004 through July 2014, Mr. Arora held multiple senior leadership operating roles at Google, Inc., including serving as senior vice president and chief business officer, from January 2011 to June 2014. Mr. Arora also serves on the board of Uber Technologies, Inc., a global transportation and delivery technology company, and as a non-executive director of Compagnie Financière Richemont S.A., a public Switzerland-based luxury goods holding company. Mr. Arora previously served on the boards of Sprint Corp., a communications services company, from November 2014 to June 2016, Colgate-Palmolive Company, a worldwide consumer products company focused on the production, distribution and provision of household, health care and personal care products, from March 2012 to September 2014, SoftBank from 2014 to 2016, and Yahoo! Japan, an internet company, from 2015 to 2016. Mr. Arora holds an M.S. in Business Administration from Northeastern University, an M.S. in Finance from Boston College, and a B.Tech in Electrical Engineering from the Institute of Technology at Banaras Hindu University. | | | QUALIFICATIONS AND EXPERIENCE Mr. Arora was chosen to serve on our Board due to his leadership skills and experience as the chief architect of the Company’s strategic vision, as well as his thorough knowledge of all aspects of our business. Through his extensive career in executive leadership, he brings expertise in leading and scaling technology businesses, risk management oversight, and in-depth knowledge of the cybersecurity and technology sectors. |

  17. Board Annual Self-Assessment Process

    | 2026 Proxy Statement | | 51 |

  18. Board Annual Self-Assessment Process

    | | | | | | | | | Aparna Bawa | 48 | Skills and Experience: | | | | | INDEPENDENT | | | | | | Director Since: 2021 Committee Memberships: •Audit Committee •Compensation and People Committee •Corporate Development Committee (Co-Chair) •Security Committee Other Current Public Company Boards: None | | | | | BACKGROUND Aparna Bawa has served as a member of our Board since May 2021. Since May 2026, Ms. Bawa has served as the Executive Vice President, Chief Legal & People Officer of Intel Corporation, a multinational technology company that designs, manufactures, and sells microprocessors, semiconductors, and other computer components. She has served as Intel’s Corporate Secretary since July 2026. Prior to Intel, Ms. Bawa served as the Chief Operating Officer of Zoom Communications, Inc., a video communications company, from May 2020 to May 2026 and its Secretary from February 2024 to May 2025. Ms. Bawa served as Zoom’s Chief Legal Officer from August 2019 to May 2020, its General Counsel from September 2018 to May 2020 and its Secretary from December 2018 to November 2020. Prior to Zoom Communications, Ms. Bawa served as Senior Vice President and General Counsel of Magento, Inc., an e-commerce platform company, from June 2017 until its acquisition by Adobe Inc. in June 2018. From November 2012 to May 2017, Ms. Bawa served as Vice President, General Counsel and Secretary of Nimble Storage, Inc., an enterprise flash storage company, which was acquired by Hewlett Packard Enterprise in April 2017. Ms. Bawa holds a B.Sc. in Accounting from Marquette University and a J.D. from Harvard Law School. | | | QUALIFICATIONS AND EXPERIENCE Ms. Bawa was selected to serve on our Board due to her senior leadership and management experience at public technology companies, risk management oversight expertise, and legal and business operations expertise. She has extensive experience in technology companies. |

  19. Board Annual Self-Assessment Process

    | 52 | | 2026 Proxy Statement |

  20. Board Annual Self-Assessment Process

    | | | | | | | | | Carl Eschenbach | 59 | Skills and Experience: | | | | | INDEPENDENT | | | | | | Director Since: 2013 Committee Memberships: •Corporate Development Committee •Governance and Nominating Committee •Security Committee Other Current Public Company Boards: None | | | | | BACKGROUND Carl Eschenbach has served as a member of our Board since May 2013. Mr. Eschenbach is a currently a Partner at Sequoia Capital Operations, LLC, a venture capital firm. Mr. Eschenbach served as CEO of Workday, Inc., an on-demand financial management and human capital management software vendor, from December 2022 to February 2026. Prior to Workday, Mr. Eschenbach was a general partner at Sequoia Capital Operations, LLC, a venture capital firm, from April 2016 to December 2022. Prior to joining Sequoia Capital Operations, LLC, Mr. Eschenbach served as Chief Operating Officer and President of VMware, Inc., a provider of cloud and virtualization software and services, a role he held from December 2012 to February 2016. Mr. Eschenbach previously served as VMware’s President and Chief Operating Officer from April 2012 to December 2012, as VMware’s Co-President, Customer Operations from January 2011 to April 2012 and as VMware’s Executive Vice President of Worldwide Field Operations from May 2005 to January 2011. Prior to joining VMware in 2002, he was Vice President of North America Sales at Inktomi from 2000 to 2002. Mr. Eschenbach also held various sales management positions with 3Com Corporation, Lucent Technologies Inc. and EMC. Mr. Eschenbach served on the board of Workday, Inc. from 2018 to February 2026, Zoom Communications, Inc. from November 2016 to January 2023, Snowflake, Inc. from May 2019 to April 2023, UiPath, Inc. from March 2021 until March 2023, and Aurora Innovation, Inc. from March 2019 to March 2023. Mr. Eschenbach received an electronics technician diploma from DeVry University. | | | QUALIFICATIONS AND EXPERIENCE Mr. Eschenbach was selected to serve on our Board because of his extensive experience in the technology industry and his public company management experience as an executive. He brings to our Board over 30 years of operational and sales experience in the technology industry, and has extensive experience in risk management oversight and scaling large organizations, as well as a deep knowledge of high-growth companies. Mr. Eschenbach also has extensive public company board experience. |

  21. Board Annual Self-Assessment Process

    | 2026 Proxy Statement | | 53 |

  22. Board Annual Self-Assessment Process

    | | | | | | | | | Lorraine Twohill | 55 | Skills and Experience: | | | | | INDEPENDENT | | | | | | Director Since: 2019 Committee Membership: •Governance and Nominating Committee (Co-Chair) •Security Committee Other Current Public Company Boards: None | | | | | BACKGROUND Lorraine Twohill has served as a member of our Board of directors since April 2019. Ms. Twohill currently serves as Google LLC’s (formerly Google, Inc.) Chief Marketing Officer, a position she has held since June 2009. From July 2003 until June 2009, Ms. Twohill served as Google’s Head of Marketing Europe, Middle East and Africa. Ms. Twohill previously served on the board of directors of Williams-Sonoma, Inc., a consumer retail company that sells kitchenwares and home furnishings, from January 2012 until May 2017. Ms. Twohill holds joint honours degrees in International Marketing and Languages from Dublin City University. | | | QUALIFICATIONS AND EXPERIENCE Ms. Twohill was selected to serve on our Board due to her leadership skills and extensive marketing knowledge, with over 30 years of experience. She has deep management and business operations experience, as well as risk management oversight experience. She provides the Board with valuable insights into brand management and the global issues facing technology companies today. |

  23. Board Annual Self-Assessment Process

    | 54 | | 2026 Proxy Statement |

  24. Board Annual Self-Assessment Process

    Continuing Directors

  25. Board Annual Self-Assessment Process

    | | | | | | | | | John M. Donovan | 65 | Skills and Experience: | | | | | LEAD INDEPENDENT DIRECTOR | | | | | | Director Since: 2012 Committee Memberships: | | | | | | •Compensation and People Committee •Corporate Development Committee (Co-Chair) •Governance and Nominating Committee (Co-Chair) •Security Committee Other Current Public Company Boards: Lockheed Martin Corporation | | | | | BACKGROUND John M. Donovan has served as a member of our Board since September 2012. Since May 2019, Mr. Donovan has served on The President’s National Security Telecommunications Advisory Committee, including as Chair from 2019 to 2023. Mr. Donovan worked at AT&T Inc., a provider of telecommunication services, since April 2008, first as Chief Technology Officer and subsequently as Chief Executive Officer—AT&T Communications until his resignation, effective October 1, 2019. From November 2006 to April 2008, Mr. Donovan was Executive Vice President of Product, Sales, Marketing and Operations at Verisign. From November 2000 to November 2006, Mr. Donovan served as Chair and CEO of inCode Telecom Group Inc., a provider of strategy and consulting services to the telecommunications industry. Prior to joining inCode, Mr. Donovan was a Partner with Deloitte Consulting where he was the Americas industry practice director for telecommunications. Mr. Donovan serves on the board of directors of Lockheed Martin Corporation, an aerospace, defense and technology company. Mr. Donovan holds a B.S. in Electrical Engineering from the University of Notre Dame and an M.B.A. from the University of Minnesota. | | | QUALIFICATIONS AND EXPERIENCE Mr. Donovan was selected to serve on our Board because of his technical knowledge and extensive business leadership, management, operations and risk management oversight experience, as a result of serving as the Chief Technology Officer and later the Chief Executive Officer of AT&T Communications. He is skilled in overseeing global information, software development, supply chain, network operations and big data organizations and has expertise in cybersecurity, artificial intelligence and machine learning. |

  26. Board Annual Self-Assessment Process

    | 2026 Proxy Statement | | 55 |

  27. Board Annual Self-Assessment Process

    | | | | | | | | | James J. Goetz | 60 | Skills and Experience: | | | | | INDEPENDENT | | | | | | Director Since: 2005 Committee Memberships: •Audit Committee •Corporate Development Committee •Security Committee Other Current Public Company Boards: Intel Corporation | | | | | BACKGROUND James J. Goetz has served as a member of our Board since April 2005. Mr. Goetz has been a Partner of Sequoia Capital Operations, LLC, a venture capital firm, since June 2004, where he focuses on cloud, mobile, and enterprise companies. Mr. Goetz currently serves on the board of directors of Intel Corporation and several privately held companies. Mr. Goetz has previously served on the boards of directors of Barracuda Networks, Inc., a data security and storage company from 2009 to 2017, Nimble Storage, Inc., a data storage company, from 2007 to 2017, Jive Software, Inc., a provider of social business software, from 2007 until 2015, and Ruckus Wireless, Inc., a manufacturer of wireless (Wi-Fi) networking equipment, from 2012 until 2015. Mr. Goetz holds an M.S. in Electrical Engineering with a concentration in Computer Networking from Stanford University and a B.S. in Electrical Engineering with a concentration in Computer Engineering from the University of Cincinnati. | | | QUALIFICATIONS AND EXPERIENCE Mr. Goetz was selected to serve on our Board because of his senior leadership, technology, information technology (IT), business development and cybersecurity experience, and knowledge of emerging technologies, arising from his experience as a partner of a venture capital firm, where he focuses on cloud mobile, and enterprise technology investments, as well as providing guidance and counsel to a wide variety of technology companies. He also brings his experience as a senior management leader in network, data security and storage, software, and manufacturing companies, through various senior roles and other board experiences. Mr. Goetz also has extensive public company board experience. |

  28. Board Annual Self-Assessment Process

    | 56 | | 2026 Proxy Statement |

  29. Board Annual Self-Assessment Process

    | | | | | | | | | Mark Goodburn | 64 | Skills and Experience: | | | | | INDEPENDENT | | | | | | Director Since: 2025 Committee Memberships: •Audit Committee (Chair) •Security Committee Other Current Public Company Boards: C.H. Robinson Worldwide, Inc. | | | | | BACKGROUND Mr. Goodburn has served as a member of our Board since November 2025. From 2011 to 2021, Mark A. Goodburn was Chairman and Global Head of Advisory of KPMG International, a multinational professional services network. Mr. Goodburn was a member of the KPMG International executive team and held top executive responsibilities for their consulting and deal advisory businesses. From 2018 to 2021, Mr. Goodburn also held the role of Global Head of Strategic Investments and Innovation. Mr. Goodburn also held various positions, including Vice Chairman of KPMG LLP and Americas Head of Advisory and Strategic Investments from 2005 to 2011, Managing Partner-Silicon Valley, Member of KPMG US and Americas Board of Directors and Global Head of KPMG’s Technology, Media and Telecommunications line of business at differing times between 1997 and 2005. He currently serves as a board member of C.H. Robinson Worldwide, a technology-based logistics company, a position he has held since May 2022. Mr. Goodburn received a Bachelor of Science in Business from Minnesota State University, Mankato, and he is a Certified Public Accountant. | | | QUALIFICATIONS AND EXPERIENCE Mr. Goodburn was selected to serve on our Board because of his deep technical expertise in financial and accounting matters from his experiences at KPMG, including advising numerous companies on financial and accounting matters and his leadership experience as a member of management at KPMG. Mr. Goodburn is an “audit committee financial expert” with significant experience in finance, operations and risk management oversight of technology companies, particularly publicly traded companies with knowledge of complex global financial and business matters. |

  30. Board Annual Self-Assessment Process

    | 2026 Proxy Statement | | 57 |

  31. Board Annual Self-Assessment Process

    | | | | | | | | | Right Honorable Sir John Key | 64 | | | | | | INDEPENDENT | Skills and Experience: | | | | | Director Since: 2019 Committee Memberships: •Audit Committee •Compensation and People Committee (Chair) •Security Committee Other Current Public Company Boards: None | | | | | BACKGROUND Right Honorable Sir John Key has served as a member of our Board since April 2019. Sir John was a Member of Parliament for Helensville in New Zealand until April 2017. Sir John served as Prime Minister of New Zealand from November 2008 to December 2016 having commenced his political career as a Member of Parliament for Helensville in July 2002. Prior to his political career, he had a nearly twenty-year career in international finance, primarily for Bankers Trust of New Zealand and Merrill Lynch in Singapore, London and Sydney. Sir John serves on the board of directors of several privately held companies. He previously served on the board of directors of Air New Zealand Limited, a public airline, from 2017 to 2020 and ANZ Bank New Zealand Ltd from 2017 to 2024, and was also a member of the board of directors of the parent Australia & New Zealand Banking Group Ltd, a public bank that provides various banking and financial products and services, from 2018 to 2024. Sir John has a Bachelor of Commerce in Accounting from the University of Canterbury. | | | QUALIFICATIONS AND EXPERIENCE Sir John was selected to serve on our Board due to his global business leadership and extensive financial, capital markets, and management expertise as former Prime Minister of New Zealand, his extensive background in foreign affairs, and his career in investment banking and finance. He brings extensive experience in policy-making and a global business perspective from his experience and service on other boards, which is especially valuable to us as we grow internationally. |

  32. Board Annual Self-Assessment Process

    | 58 | | 2026 Proxy Statement |

  33. Board Annual Self-Assessment Process

    | | | | | | | | | Lee Klarich | 51 | Skills and Experience: | | | | | Director Since: 2025 Committee Memberships: •Security Committee (Chair) Other Current Public Company Boards: None | | | | | BACKGROUND Lee Klarich has served as our Chief Product and Technology Officer and a member of our Board since August 2025. Since early product inception in 2006, Lee Klarich has served as the head of product management at Palo Alto Networks, overseeing the product strategy and roadmap and playing a key role in delivering our Next-Generation Security Platform. In August 2025, he became Chief Product and Technology Officer with responsibility for driving our technology vision and leading both the engineering and product organizations. Prior to that appointment, he served as our Chief Product Officer since August 2017, as our Executive Vice President of Product Management from November 2015 to August 2017, as our Senior Vice President, Product Management from November 2012 to November 2015, and as our Vice President, Product Management from May 2006 to November 2012. Prior to Palo Alto Networks, he was the director of product management for Juniper Networks, where he was responsible for firewall/VPN platforms and software. He joined Juniper Networks through the NetScreen Technologies acquisition, where he managed the same product line. Previously, he held various positions at Excite@Home and Packard Bell-NEC. He holds a bachelor's degree in engineering from Cornell University. | | | QUALIFICATIONS AND EXPERIENCE Mr. Klarich has been a senior leader at Palo Alto Networks since 2006. Mr. Klarich was selected to serve on our Board due to his deep technical expertise, intimate knowledge of our products, and industry experience. He has an in-depth knowledge of the technology and cybersecurity industries and our product development vision, having been instrumental in driving our Company’s product strategy and innovation. He brings senior leadership experience, operational experience, risk management oversight experience, and emerging technologies experience. |

  34. Board Annual Self-Assessment Process

    | 2026 Proxy Statement | | 59 |

  35. Board Annual Self-Assessment Process

    | | | | | | | | | Helle Thorning-Schmidt | 59 | | | | | | INDEPENDENT | Skills and Experience: | | | | | Director Since: 2025 Committee Memberships: •Governance and Nominating Committee •Security Committee Other Current Public Company Boards: Vestas Wind Systems A/S | | | | | BACKGROUND Helle Thorning-Schmidt has served as a member of our Board since February 2025. Ms. Thorning-Schmidt served as the Chief Executive of Save the Children International from April 2016 to June 2019. She previously served as a Member of Danish Parliament and the leader of the Social Democratic Party in Denmark from 2005 to 2015 and as the Prime Minister of Denmark from 2011 to 2015. She currently serves as a board member of a number of companies, including Vestas Wind Systems A/S, a Danish wind turbine manufacturer and leader in sustainable energy, since 2019, and Neurons Inc. ApS, a Danish consumer neuroscience company, since 2023. Ms. Thorning-Schmidt is also serving as a member of The Oversight Board, a precedent-setting content moderation body established by Meta Platforms, Inc., since 2020, and the advisory board of Vista Equity Partners Management, LLC, an American investment firm, since January 2022. Ms. Thorning-Schmidt holds a Master’s Degree in Political Science from the University of Copenhagen and a Master’s Degree in European Studies from the College of Europe in Bruges. | | | QUALIFICATIONS AND EXPERIENCE Ms. Thorning-Schmidt was selected to serve on our Board due to her senior leadership experience and her background in international policy-making functions. She brings extensive experience and unique insights regarding international risk management, human capital management, and corporate governance from her varied experiences as a former prime minister, serving as chief executive of a charitable organization, and serving on various boards. |

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    | 60 | | 2026 Proxy Statement |

  37. Board Annual Self-Assessment Process

    Identification and Evaluation of Director Nominees Our Governance and Nominating Committee uses a variety of methods for identifying and evaluating director nominees. Our Governance and Nominating Committee regularly assesses the appropriate size, composition and needs of our Board and its respective committees, and the qualification of candidates considering these needs. Some of the qualifications that our Governance and Nominating Committee considers include issues of character, integrity, judgment, background, experience of relevance to us and the Board, independence, age, areas of expertise, length of service, potential conflicts of interest, and other commitments. These factors may be weighted differently depending on the individual being considered or the needs of the Board at the time. Nominees must also be able to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available, in the judgment of our Governance and Nominating Committee, to perform all Board and committee responsibilities. Members of our Board are expected to prepare for, attend, and actively participate in all Board and applicable committee meetings. There are no stated minimum criteria for director nominees, although our Governance and Nominating Committee maintains a documented director evaluation policy and process, which contains certain guidelines for selection criteria and provides that they may also consider such other factors as it may deem, from time to time, are in our Company’s and our shareholders’ best interests. In furtherance of this, our Governance and Nominating Committee seeks to balance the background and experience of the members of the Board by ensuring that the following categories of criteria, among others, are collectively represented by our Board members: relevant industry and IT/AI technical expertise; senior leadership experience; financial knowledge and expertise; expertise to oversee cybersecurity, information security, and security management and risk; sales, marketing and brand management experience; global/international business experience; risk management experience; experience with AI and emerging technologies and business model experience; human capital management experience; and public company board and corporate governance. Our Governance and Nominating Committee will also seek appropriate input from our Chief Executive Officer, from time to time, in assessing the needs of our Board for relevant background, experience, and skills of its members. Our Governance and Nominating Committee considers varied perspectives, experiences, and expertise in connection with its evaluation of director candidates, including the evaluation and determination of whether to re-nominate incumbent directors. The committee also considers these and other factors as it deems appropriate in overseeing the annual Board, committee, and individual director evaluations, including certain performance evaluation principles for current directors set out in the documented director evaluation policy and process. These principles include matters such as prioritizing the Company’s and our shareholders’ interests; evidence of thorough preparation for meetings and regular attendance at meetings (absent extenuating circumstances); providing high quality, informed and constructive feedback and input during meetings; providing valuable strategic insights and subject matter expertise, including good judgment and appropriate knowledge of our Company; making positive contributions to Board culture and dynamics, and developing constructive working relationships with our CEO and other members of management; adhering to appropriate legal, ethical, and corporate governance standards; and dedicating the necessary time and attention expected of directors to carry out their duties. Shareholder Recommendations for Nominations to the Board of Directors Our Governance and Nominating Committee will consider candidates for directors recommended by shareholders in the same manner and using the same criteria as for other candidates, so long as such recommendations comply with our restated certificate of incorporation, as amended, amended and restated bylaws, and applicable laws, rules and regulations, including those promulgated by The Nasdaq Stock Market (“Nasdaq”) and the SEC. The Governance and Nominating Committee will evaluate the recommendations in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our Board includes members with varied backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible shareholders wishing to recommend a candidate for nomination should contact our Corporate Secretary in writing. Such recommendations must include information about the candidate, a statement of support by the recommending shareholder, evidence of the

  38. Board Annual Self-Assessment Process

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  39. Board Annual Self-Assessment Process

    recommending shareholder’s ownership of our common stock and a signed letter from the candidate confirming willingness to serve on our Board. Our Governance and Nominating Committee has discretion to decide which individuals to recommend for nomination as directors. Director Independence Our common stock is listed on Nasdaq. Under Nasdaq listing standards, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent, and that the nomination of all directors be by either a majority of its independent directors or a committee composed solely of independent directors. Under Nasdaq regulations, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a relationship with the listed company, either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and Nasdaq listing standards. In order to be considered independent for purposes of Rule 10A-3, a member of a listed company’s audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and Nasdaq listing standards. In order for a member of a listed company’s compensation committee to be considered independent for purposes of Nasdaq listing standards, the listed company’s board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the listed company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the listed company to such director; and (2) whether such director is affiliated with the listed company, a subsidiary of the listed company, or an affiliate of a subsidiary of the listed company. Our Board has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning his or her background, employment, and affiliations, our Board has determined that each of Mmes. Bawa, Thorning-Schmidt and Twohill, and each of Messrs. Donovan, Eschenbach, Goetz, Goodburn and Rt Hon Sir John Key do not have a material relationship with our Company, either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and Nasdaq listing standards. In addition, Ms. Mary Pat McCarthy and Mr. Ralph Hamers were independent during the period of their service on the Board in fiscal 2026. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section titled “Related Person Transactions.” In particular, our Board considered that Mmes. Bawa and Twohill and Messrs. Eschenbach and Goetz each serves or has served as an executive officer, managing member, or partner of entities that have had arm’s length commercial relationships or strategic partnerships with the Company, and that Ms. Bawa holds a passive investment in a privately held business in which the spouse of an executive officer of the Company has an interest. There are no family relationships among any of the Company’s directors or executive officers. Director Compensation Our Board, upon recommendation of the Governance and Nominating Committee, has approved an Outside Director Compensation Policy (as amended, the “Director Compensation Policy”) for the compensation of the non-employee members of our Board. The Director Compensation Policy is designed to attract, retain and reward these individuals and align their financial interests with those of our shareholders. There is no cash compensation paid under the Director Compensation Policy. No directors who are also employees of the Company are permitted to receive compensation under the Director Compensation Policy, even if an employee director serves in a role described by the policy.

  40. Board Annual Self-Assessment Process

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  41. Board Annual Self-Assessment Process

    Initial Award. Under the Director Compensation Policy, when an eligible director initially joins our Board, the eligible director receives an initial award of restricted stock units for shares of our common stock (“RSUs”) having a value of $1 million, which is granted on or about the tenth day of the month following the month in which the eligible director becomes a member of our Board. This initial award will vest as to one-third of the shares covered by the RSU award on the first anniversary of the applicable vest start date, and the remaining shares covered by the RSU award will vest quarterly over the following two years with the last vest date to be on the third anniversary of the applicable vest start date, subject to the director’s continued service as of each such date. The number of shares subject to an initial award is determined by dividing the stated dollar value for such initial award by the straight average closing price of the Company’s common stock over the month prior to the month in which the grant is made. The vest start date for initial awards will be the first day of the month that contains the grant date of such award. Annual Awards. Under the Director Compensation Policy, at each annual meeting of shareholders: •Director Retainer Award. Each eligible director receives an annual RSU award having a value equal to $320,000. •Lead Independent Director Award. Our Lead Independent Director receives an additional annual RSU award having a value equal to $50,000, •Committee Awards. The eligible chairpersons and members of four of our five standing Board committees will receive additional annual RSU awards for committee service having the values shown in the graphic below. Any eligible director who serves as chairperson of a committee is not entitled to a committee member retainer for the same committee. No additional compensation is paid for serving on the Corporate Development Committee of the Board. These annual award amounts are illustrated in the graphic below.

  42. Board Annual Self-Assessment Process

    A single RSU grant is made to a director to cover the value of all annual awards an eligible director is entitled to under the Director Compensation Policy. To be eligible to receive any annual award, a director must have served on the Board for at least nine months prior to the date of the relevant annual meeting of our shareholders. The number of shares subject to annual awards is determined by taking the sum of the stated dollar values for all the awards to be granted to the relevant director and dividing the sum by the straight average closing price of our common stock on Nasdaq during the 30 calendar days ending on and including the trading day immediately prior to the date of the Annual Meeting. Annual RSU awards will vest quarterly over a period of one year ending on the earlier to occur of the one-year anniversary of the vest start date and immediately prior to the annual meeting occurring in the year after the date of grant, subject to the director’s continued service as of each such date. The vest start date for annual awards will be December 1st of the year that includes the grant date. Fiscal 2026 Director Compensation Table The following table presents summary information regarding the compensation paid to our non-employee directors for our fiscal year ended July 31, 2026. Messrs. Arora and Klarich are not eligible to receive additional compensation in connection with their service on our Board. In addition, Mr. Zuk was not eligible to receive additional compensation in connection with his service on our Board. Their compensation for their employment is disclosed in the section titled “Executive Compensation.”

  43. Board Annual Self-Assessment Process

    (1)The amounts reported in this column represent the aggregate grant date fair value of each RSU award during our fiscal 2026 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation— Stock Compensation, or ASC Topic 718. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for our fiscal year ended July 31, 2026. These amounts do not necessarily correspond to the actual value that may be recognized by the director upon the vesting of such awards. (2)As of July 31, 2026, Ms. Bawa held 1,080 RSUs, Mr. Donovan held 1,258 RSUs, Mr. Eschenbach held 941 RSUs, Mr. Goodburn held 4,944 RSUs, Mr. Hamers held 3,017 RSUs, Rt Hon Sir John Key held 1,144 RSUs, Ms. McCarthy held 0 RSUs, Ms. Thorning-Schmidt held 4,009 RSUs, and Ms. Twohill held 1,068 RSUs. Mr. Hamers ceased to be a member of our Board in December 2025, and Ms. McCarthy resigned from our Board in January 2026. (3)Mr. Goetz receives no awards under the Director Compensation Policy. Director Stock Ownership Guidelines Our Board believes that our directors should hold a meaningful financial stake in our Company in order to further align their interests with those of our shareholders and therefore adopted stock ownership guidelines in fiscal 2017. Under the guidelines, each non-employee director must own Company stock with a value of five times the annual retainer for board service within five years of such director’s initial appointment or election date. As of September 18, 2026, all of our non-employee directors comply with our stock ownership guidelines. Director Attendance During our fiscal year ended July 31, 2026, the Board held five meetings (including regularly scheduled and special meetings). Each of our directors attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees on which he or she served during fiscal 2026, with the exception of Lorraine Twohill. During fiscal 2026, Ms. Twohill attended all but one Board meeting; however, her aggregate attendance at Board and committee meetings fell below 75%, primarily because required medical treatments caused her to miss two of the five Governance and Nominating Committee meetings and three of the four Security Committee meetings held during the fiscal year. Despite this, Ms. Twohill remained an engaged and valuable contributor throughout fiscal 2026, and her absences did not diminish her effectiveness as a director. Ms. Twohill has since resumed her regular attendance at Board and committee meetings. Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of shareholders, we encourage, but do not require, our directors to attend. Ten of our then-serving directors attended our 2025 annual meeting of shareholders, either in person, telephonically or by video conference.

  44. Board Annual Self-Assessment Process

    | | | “We believe in our management team and are committed to providing competitive compensation that aligns with the interests of our shareholders. Your valuable insights guided several important changes to our executive compensation program.” |

  45. Board Annual Self-Assessment Process

    Dear Fellow Shareholders, At our 2025 annual meeting of shareholders, our “Say-on-Pay” advisory resolution to approve our fiscal 2025 executive compensation program received 46% support. We took that result seriously and treated it as a call to action. As members of the Compensation and People Committee, it is our obligation to attract and retain the world-class talent needed to keep Palo Alto Networks at the forefront of cybersecurity innovation in the AI era. We also recognize that our compensation program must earn your confidence. Led by John M. Donovan, our Lead Independent Director and Compensation and People Committee member, and the Right Honorable Sir John Key, the Chair of our Compensation and People Committee, we engaged directly with our shareholders to understand what mattered most to you. The changes outlined in this letter, including significant changes to our fiscal 2027 program, are a direct product of that feedback. Our executive team, led by Nikesh Arora, is successfully executing on our long-term strategy to solidify Palo Alto Networks as the preeminent end-to-end cybersecurity platform for the AI era. This team has demonstrated the disciplined focus and fostered the high-performing culture needed to translate our strategy into superior shareholder returns through continued operational and financial success. In fiscal 2026: •Our one-year TSR was 91%, standing at the 100th percentile rank among our compensation peer group and at the 94th percentile rank among the S&P 500. •Our three-year TSR was 166%, placing us at the 94th percentile among our compensation peer group and at the 89th percentile of the S&P 500. •Our total revenue reached: $11.48 billion, a 24% increase year-over-year; •NGS ARR grew to $9.10 billion, a 63% year-over-year increase; •RPO grew to $21.2 billion, a 34% year-over-year increase; and •Net income per diluted share was $0.40, down 75% year over year driven in part due to our acquisition activity in fiscal 2026, but Non-GAAP EPS grew 15% year-over-year to $3.84 (please see Appendix A for a reconciliation of GAAP to non-GAAP measures and other information). Fiscal 2026 also marked several significant strategic moves that will fuel our next phase of growth, particularly our entry into identity security and observability through our acquisitions of CyberArk and Chronosphere. These acquisitions meaningfully expand our platform capabilities, and our executive team is acting with the conviction necessary to lead as AI continues to redefine our industry.

  46. SHAREHOLDER ENGAGEMENT AND PROGRAM DESIGN CHANGES

    SHAREHOLDER ENGAGEMENT AND PROGRAM DESIGN CHANGES We offered meetings to shareholders holding 69% of our outstanding shares, 57% of which were meetings offered with John Donovan (based on shareholder ownership, to our knowledge, as of June 30, 2026), and John Donovan met with shareholders representing 24% of our outstanding shares. These conversations included a focus on our executive compensation program, including the maximum realizable pay for our PSUs and the changes we made to the program that were highlighted to you in last year’s Proxy Statement. Based on that feedback, and the advice and input from our independent compensation consultant, we implemented targeted changes in fiscal 2026, and made a significant design change for our fiscal 2027 executive compensation program. The key changes made in fiscal 2026 include: •Increased rTSR Target. For our PSUs, the relative TSR modifier percentile rank required for a 1.0x achievement was increased to the 55th percentile from the 50th percentile, ensuring that target-level payouts require above-median relative performance. •Increased NGS ARR Performance Targets. For our PSUs, attaining the maximum level of achievement of 300% for the NGS ARR performance measure requires exceeding the target for the particular fiscal year by at least $400 million–

  47. SHAREHOLDER ENGAGEMENT AND PROGRAM DESIGN CHANGES

    a 33.3% increase in outperformance–while any shortfall of $400 million or more against the target results in no payout. •Contribution of Acquisitions to NGS ARR. NGS ARR in the fiscal 2026 PSUs will exclude the NGS ARR contribution from any acquisitions in which the purchase price for the acquisition exceeds 4% of our market capitalization at the time of the acquisition. The primary changes for our fiscal 2027 executive compensation program include: •Reduced Maximum Potential PSU Payout. We redesigned the PSU awards to lower the maximum payout from 400% to 300%, a decrease of 25%, of the target amount of PSUs, directly addressing shareholder feedback on maximum realizable pay. •Increased Pay-for-Performance Alignment for Financial Measures. For our PSUs, we sharpened the pay-for-performance alignment in each of our financial measures by: ◦increasing our NGS ARR performance targets to require exceeding the target for a fiscal year by at least $450 million, a 12.5% increase from the prior year’s PSUs, to attain the maximum achievement of 300%, while the threshold for no payout has similarly been lowered to missing the target by at least $450 million; and ◦the threshold for no payout on the non-GAAP EPS performance measure has been increased to achieving 93% of the target for a fiscal year, an increase of three percentage points from the prior year’s PSUs, while the target for a maximum level of achievement of 300% has been lowered to achieving at least 107% of target. •Contribution of Acquisitions to NGS ARR. For the fiscal 2027 PSUs, aligned treatment of NGS ARR contributions from acquisition transactions to the treatment adopted for the fiscal 2026 PSUs described above — excluding the NGS ARR contribution from any acquisitions in which the purchase price for the acquisition exceeds 4% of our market capitalization at the time of the acquisition. We are asking for your support of our executive compensation program and trust that you will agree that we have taken action to directly address your concerns. We believe that we have implemented a sustainable, best-in-class program that is aligned with best practices, incorporates your insights, and remains competitive to incentivize and retain our proven and successful executive team. Thank you for your continued support and investment in Palo Alto Networks. Sincerely, The Compensation and People Committee Right Honorable Sir John Key, Chair John M. Donovan

  48. Shareholder Value Delivered Under Mr. Arora’s Leadership

    Shareholder Value Delivered Under Mr. Arora’s Leadership The Compensation and People Committee believes that our executive team, under the leadership of Mr. Arora, has been pivotal in shaping our purpose, culture, and business trajectory. Our executive team has a deep understanding of our business and industry, and Mr. Arora has navigated our Company through multiple inflection points over his tenure. Mr. Arora has evolved our Company from being a single product next-generation firewall company, to a multi-platform leader across network security, security operations, cloud security, identity security, and observability. As shown below, since Mr. Arora became our CEO in 2018, our TSR has significantly outperformed the S&P 500 and our compensation peer group. Over the eight-year period, we delivered TSR of 904% and our market capitalization grew from approximately $18.4 billion to $270.4 billion. See “Executive Compensation Policies and Practices—Compensation-Setting Process—Competitive Positioning” for a list of the companies in our 2026 compensation peer group. Source: S&P Capital IQ, based on the latest closing price as of the beginning of the period and as of July 31, 2026. The compensation peer group TSR for our 2026 compensation peer group is the weighted-average TSR, based on the respective market capitalization of each peer at the beginning of each fiscal year, over the time period, and includes only publicly-traded companies as of such date.

  49. Growth and Profitability through Pay-for-Performance

    Growth and Profitability through Pay-for-Performance Our Compensation and People Committee firmly believes that executive compensation should be deeply aligned with our key financial and operational goals and in the best interest of our shareholders. Nearly three years ago, mid-way through our fiscal 2024, we adopted our accelerated platformization strategy to be a driving force for our long-term success. This strategy underpins and drives our goal to attain $20 billion in NGS ARR by our fiscal 2030. When this strategy was adopted, our Compensation and People Committee made a number of meaningful changes to our executive compensation programs to deeply link our executive’s compensation to our new strategy. In particular, the financial measures for all remaining performance periods in outstanding PSUs were changed to be an equal weighting of NGS ARR and non-GAAP EPS: •NGS ARR for Growth. NGS ARR was chosen because it is one of our key top-line guidance metrics, and represents the return on the investments we make in next-generation security that is disproportionately driving our growth. NGS ARR is used to assess the strength and trajectory of our business and platformization that drives our NGS ARR growth. •Non-GAAP EPS for Profitability. Non-GAAP EPS was chosen as a second financial measure to incentivize a balanced focus on ensuring our growth is profitable and sustainable. We firmly believe these changes that directly linked our executive’s pay to our financial and operational goals, combined with PSUs making up substantially all of our executive’s pay, has directly contributed to the exceptional results our executive team has been able to deliver for our shareholders. Our executives have led our Company to deliver strong financial results, achieving record totals across key financial metrics and exceeding all our Company’s full year published guidance metrics, amidst the AI-driven transformation of the cybersecurity landscape. This success has been fueled by record platformization adoption by our customers, our commitment to continuous innovation across our security platforms and next-generation security offerings, and adept strategic acquisitions.

  50. Rigorous Performance Targets: Shareholder Value Creation Driving Executive Compensation

    | PSU TOTAL PAYOUTS FOR RECENT COMPLETED PSU PERFORMANCE PERIODS(1) | PSU CURRENT TRACKING FOR COMPLETED FINANCIAL PERFORMANCE PERIODS(2) | | | |

  51. Rigorous Performance Targets: Shareholder Value Creation Driving Executive Compensation

    (1) (i)“FY22 PSUs” represents the actual payout percentage relative to the target amount of PSUs based on the three-year average achievement of approximately 103% for the financial performance measure, which was year-over-year revenue growth for each year, and a 1.5x relative total shareholder return (“rTSR”) modifier, as a result of a TSR percentile rank at the 98th percentile relative to the S&P 500. The maximum potential payout for the fiscal 2022 PSUs was 300%. (ii)“FY23 PSUs” represents the actual payout percentage relative to the target amount of PSUs based on the three-year average achievement of approximately 136% for the financial performance measures, and a 2.0x rTSR modifier, as a result of a TSR percentile rank at approximately the 93rd percentile relative to the S&P 500. (iii)“FY24 PSUs” represents the actual payout percentage relative to the target amount of PSUs based on the three-year average achievement of approximately 143% for the financial performance measures, and a 2.0x rTSR modifier, as a result of a TSR percentile rank at approximately the 92nd percentile relative to the S&P 500. See “—Long-Term Equity Compensation—Fiscal 2024 PSUs Final Performance Results” for more information regarding the fiscal 2024 PSUs. (2)“FY25 PSUs” and “FY26 PSUs” each represent the results of the financial performance measures through fiscal year end 2026, which is an average of 214% for two completed fiscal years of the fiscal 2025 PSUs, and an average of 213% for one completed fiscal year of the fiscal 2026 PSUs, respectively, relative to the 300% maximum potential achievement for the financial performance measures. The maximum payout potential under the terms of the fiscal 2025 and fiscal 2026 PSUs is 400%; however, we have not provided or incorporated an estimate for the rTSR modifier because it is measured over the full three-year performance period. See “—Long-Term Equity Compensation—Fiscal 2025 PSU Performance Through Fiscal 2026,” for more information on the fiscal 2025 PSUs, and “—Long-Term Equity Compensation—Fiscal 2026 Equity Compensation” for more information on the terms of the fiscal 2026 PSUs. As reflected above for the PSUs with completed performance periods, even with the consistent outperformance of our financial targets combined with a maximum rTSR modifier for each PSU as a result of the Company outperforming the S&P 500 at greater than the 90th percentile over each three-year measurement period, the PSUs still do not pay out at the maximum levels. The fiscal 2022 PSUs only attained approximately 51% of maximum potential achievement, the fiscal 2023 PSUs only attained approximately 68% of maximum potential achievement, and the fiscal 2024 PSUs only attained approximately 71% of maximum potential achievement. Further, the completed fiscal years in the fiscal 2025 PSUs and the fiscal 2026 PSUs are each trending at approximately 71% of the maximum potential achievement for the financial performance measures, primarily driven by our outperformance in both fiscal 2025 and fiscal 2026. Over this same period of time from the end of our fiscal 2021 through our fiscal 2026, we have delivered approximately $231.6 billion of shareholder value (an increase of approximately 596%), as measured by increase in market capitalization during that period.

  52. Executive Compensation Program Changes Guided by Shareholder Feedback

    | WHAT WE DISCUSSED AND LEARNED | | ACTIONS TAKEN FOR FISCAL 2026 AND FISCAL 2027 | | Shareholders expressed concern that the rTSR modifier in our PSUs is disproportionately weighted toward upside opportunity | | •We increased the target rTSR for 1.0x achievement to be the 55th percentile rank from the 50th percentile rank | | Shareholders expressed that we should consider ways to deepen the pay-for-performance connection in our executive compensation program | | •For the Fiscal 2026 PSUs: Maximum level of achievement for the NGS ARR measure requires outperforming the NGS ARR target by at least $400 million, instead of $300 million, an increase of 33.3%, with the threshold for no payout similarly lowered to missing the target by at least $400 million •For the Fiscal 2027 PSUs: ◦The levels for the maximum achievement and the threshold for no payout in the NGS ARR measure have been increased a further 12.5% to $450 million ◦The threshold for no payout on the non-GAAP EPS performance measure has been increased to achieving 93% of target, instead of 90%, with the target for a maximum level of achievement lowered to achieving 107% of target | | Shareholders offered variable feedback on the maximum potential payout of our CEO’s annual equity compensation, with active investors expressing that we compensate our CEO in a manner sufficient to ensure his retention, and passive investors expressing that our CEO’s compensation remains high without any quantitative input | | •For the Fiscal 2027 PSUs, we reduced the maximum payout by 25%, from 400% to 300% of target payout — this will culminate in a total reduction of 50% in the maximum payout (from 600%) since fiscal 2024 •We believe this directly addresses and balances the views of our shareholders by continuing to provide compensation for our CEO and other executives that strongly incentivizes performance and retention, while reducing the overall potential payout which continues to require sustained and meaningful outperformance | | Some shareholders discussed the manner in which M&A impacts our NGS ARR performance measure, particularly the CyberArk acquisition | | •The fiscal 2026 PSUs and fiscal 2027 PSUs exclude the contribution to NGS ARR of any acquisitions in which the purchase price exceeds 4% of our market capitalization as of the acquisition closing •The CyberArk acquisition constituted an extraordinary event and circumstance that fundamentally reshaped the Company’s future, necessitating revisiting the treatment of M&A across our PSUs to ensure that the intended economic outcomes of the awards were preserved •The Compensation and People Committee believes this change strikes the appropriate balance of incentivizing the strategic acquisitions that have helped fuel our growth and successfully navigate multiple industry inflection points, and which may form part of the Company’s long-term performance goals, while not permitting a significant acquisition, such as CyberArk, to enable achievement of a financial performance measure on its own | | Maintain commitment to not make one-time equity awards to our CEO with vesting or performance metrics that overlap with the June 2023 retention grant | | •Awarded no one-time equity awards to our CEO (or any other NEO) in fiscal 2026 |

  53. Executive Compensation Program Changes Guided by Shareholder Feedback

    | | | | | FISCAL 2026 PROGRAM HIGHLIGHTS •No base salary or target short-term incentive opportunity increases in fiscal 2026 for our NEOs •Short-term incentive plan performance thresholds provide that if the results for either financial performance measure is more than 10% below its respective target for fiscal 2026, there will be no funding or payout •Fiscal 2026 equity compensation granted was 100% PSUs and at-risk, with two financial measures — NGS ARR and non-GAAP EPS — directly tied to our business strategy with aggressive performance targets •Updated the revenue performance measure in our short-term incentive plan to exclude the revenue contribution of acquisitions unless taken into account when setting the performance target for the fiscal year •Increased the performance level required for a maximum achievement in the NGS ARR financial metric •Increased the target rTSR percentile rank needed for a 1.0x modifier to the 55th percentile rank •Provided that the fiscal 2026 PSUs exclude the NGS ARR contribution of any acquisitions in which the purchase price exceeds 4% of our market capitalization on the day prior to the acquisition closing •Fiscal 2026 performance resulted in: (i) 100% achievement for our NEOs under the short-term incentive plan; and (ii) with respect to the PSUs granted to our NEOs in fiscal 2024, fiscal 2025, and fiscal 2026, a 213% average achievement relative to the fiscal 2026 targets for the financial measures NGS ARR and non-GAAP EPS |

  54. Elements of Compensation

    | | Pay Element | Purpose | Performance Period | Performance Metric | | | Base Salary | •Designed to be market-competitive and attract and retain talent | N/A | N/A | | | Short-Term Incentive Opportunity | •Incentivize achievement of near-term financial and operational objectives, consistent with longer-term goals | Annual | •Organic revenue for fiscal 2026 •Organic operating margin for fiscal 2026 •Corporate responsibility modifier | | | Performance-Based Restricted Stock Units (PSU) | •Reward long-term profitability and superior long-term performance relative to peers •Create deep alignment with shareholders •Facilitate executive retention | Three years | •Average of NGS ARR and Non-GAAP EPS for fiscal 2026, 2027, and 2028 •TSR of the Company relative to the S&P 500 (the “relative TSR” or “rTSR”) for fiscal 2026 through 2028 |

  55. Short-Term Incentive Compensation

    Short-Term Incentive Compensation We use short-term incentive compensation to motivate our NEOs to achieve our annual financial and operational objectives, while making progress towards our longer-term strategic and growth goals. As a standard practice, we establish the initial target short-term incentive compensation opportunity for each of our executive officers at 100% of their respective base salary. Our Compensation and People Committee reviews the target short-term incentive compensation opportunities of each NEO annually and makes adjustments, if any, as it determines to be reasonable and necessary in line with the factors described under “—Compensation Decision-Making Framework” and “—Executive Compensation Policies and Practices—Compensation-Setting Process.” The target short-term incentive compensation opportunities for our NEOs are expressed as a percentage of their respective base salaries. In August 2025, our Compensation and People Committee reviewed the target short-term incentive compensation percentages for our NEOs, considering the elements of its decision-making framework and Meridian’s competitive market analysis, and determined to not make any adjustments for fiscal 2026.

  56. Short-Term Incentive Compensation

    | NO INCREASE IN TARGET SHORT-TERM INCENTIVE COMPENSATION FOR ANY NEO IN FISCAL 2026 |

  57. Short-Term Incentive Compensation

    The following table shows the target short-term incentive compensation percentage for fiscal 2026 and the corresponding target and maximum dollar values. No changes were made from fiscal 2025.

  58. Short-Term Incentive Compensation

    | Name | Target Annual Incentive Compensation Opportunity (as a % of base salary) at end of Fiscal 2026 | Fiscal 2026 Target Annual Incentive Compensation Opportunity | Fiscal 2026 Maximum Annual Incentive Compensation Opportunity | | Mr. Arora | 100% | $1,000,000 | $1,650,000 | | Mr. Golechha | 100% | $600,000 | $990,000 | | Mr. Jenkins | 100% | $750,000 | $1,237,500 | | Mr. Klarich | 100% | $550,000 | $907,500 | | Mr. Zuk(1) | —% | $— | $— |

  59. Short-Term Incentive Compensation

    (1)Mr. Zuk ceased being an executive officer of the Company as of August 14, 2025 and ceased being entitled to a fiscal 2026 annual inventive payment as of such date.

  60. Short-Term Incentive Compensation

    | 82 | | 2026 Proxy Statement |

  61. Fiscal 2026 Short-Term Incentive Compensation Plan

    Fiscal 2026 Short-Term Incentive Compensation Plan Our Compensation and People Committee adopted a short-term annual incentive compensation plan for fiscal 2026 to cover all employees that are not paid sales incentive payments, including our NEOs, and approved the target levels for the annual financial objectives that were challenging and required substantial skill and effort from our executives and senior management to achieve. As shown in the graphic below, payouts under the annual incentive plan for our NEOs are calculated using a target award multiplied by a factor based on the achievement of two financial performance measures—annual organic revenue and annual organic operating margin—which are defined below. The total potential payout under the annual incentive plan to all participants is capped at 150% of the target annual amounts, before application of the corporate responsibility modifier. The payout can be increased or decreased by up to ten percent, based on measured progress toward certain corporate responsibility goals set by the Compensation and People Committee at the beginning of the fiscal year. Accordingly, annual incentive payouts for our NEOs can range from 0% to 165% of the target amount after application of the corporate responsibility modifier. In addition, if the performance of either financial performance measure is more than 10% below its respective target for fiscal 2026, then there will be no funding our payout of the incentive plan. A payout of up to 100% of the target incentive compensation opportunity is made on a semi-annual basis. Payouts may be settled in either cash or a grant of an equity award at the discretion of our Compensation and People Committee and/or our Board.

  62. Fiscal 2026 Short-Term Incentive Compensation Plan

    | Target Awardx | Financial Performance Measures Achievement vs. Target | x | Corporate Responsibility Modifier | | | = | Payment Amount | | | | | | | | | | | | | | | | Annual Organic Revenue | Annual Organic Operating Margin | -10% | 0% | +10% | | 0% | Payout Range | 165% |

  63. Financial Performance Measures

    Financial Performance Measures For fiscal 2026, our Compensation and People Committee selected annual organic revenue and annual organic operating margin as the corporate financial performance measures.

  64. Financial Performance Measures

    | | | What It Is | Why It’s Important | | | | Total revenue for fiscal 2026, excluding the revenue contribution from companies that we acquired during our fiscal 2026 unless taken into account when setting the target | Revenue is an important growth metric and a key topline metric that is directly tied to shareholder value creation | | | | Fiscal 2026 non-GAAP operating margin, excluding the effects of acquisitions and dispositions in fiscal 2026 and bonus payout in excess of 100% of the target annual incentive under our annual incentive plan | This profitability measure is tied to management performance and profit we generate for shareholders |

  65. Financial Performance Measures

    •Design. Provide incentives for management to make decisions to balance investments in growth and profitability. •Pay and Performance Relationship. Potential payouts under the annual incentive compensation plan were based on a set of curves representing different performance levels for organic operating margin and revenue. The curves were designed with hurdles for each achievement level, rather than linear interpolation, to require significant outperformance above each curve to move to the next payout level. Our Compensation and People Committee believes that this ensures that a payout at any level above target requires meaningful outperformance of our goals. Performance below the threshold performance goal for either performance metric, which is a missing a target by more than 10%, results in no payout, and performance above the maximum curve results in a formulaic payment maximum of 150% (before application of the corporate responsibility modifier) regardless of the level of outperformance.

  66. Financial Performance Measures

    | 2026 Proxy Statement | | 83 |

  67. Financial Performance Measures

    •Target Setting. Our fiscal 2026 operating plan approved in August 2025 was used to set the organic revenue and organic operating margin targets for the annual incentive plan. Performance at the high end of the targets was required for an above 100% payout. •Difficulty of Achieving Targets. The fiscal 2026 target for organic revenue represented growth of approximately 14% above the prior year actual revenue and above the high end of our fiscal 2026 guidance published in August 2025 for total revenue. In addition, the target for organic operating margin was set above the high end of our fiscal 2026 guidance published in August 2025 for its most closely comparable guidance metric, which is non-GAAP operating margin. We believe these performance goals were set at an appropriate level of stretch performance based on our internal financial projections, the macroeconomic environment, our fiscal 2026 guidance published in August 2025, and other factors. The graph below contains the curves used to determine payouts in the fiscal 2026 annual incentive plan. Fiscal 2026 Short-Term Annual Incentive Compensation Plan Curves and Payout

  68. Financial Performance Measures

    | | FY26 Thresholds | FY26 Targets* | FY26 Actual** | FY26 Payout | | Organic Revenue1 | $9,500M | $10,555M | $10,548M | 100% of Target | | Organic Operating Margin1 | 26.8% | 29.8% | 30.2% | |

  69. Financial Performance Measures

    (1)The calculation of organic revenue and actual organic operating margin achieved for fiscal 2026 is provided in Appendix A to this Proxy Statement.

  70. Financial Performance Measures

    | 84 | | 2026 Proxy Statement |

  71. Corporate Responsibility Modifier

    Corporate Responsibility Modifier To ensure a link between executive compensation and our corporate responsibility goals, we included a corporate responsibility modifier for our NEOs in the fiscal 2026 annual incentive plan, which can adjust the payout level resulting from the financial performance measures described in the prior section up or down by up to 10% based on the Company’s results measured against a scorecard with climate, human capital, and compliance measures. For fiscal 2026, no adjustments to our NEOs’ calculated payouts under the annual incentive plan were made as a result of the corporate responsibility modifier, and our Compensation and People Committee made no discretionary changes to annual incentive plan payouts. The following table sets forth the fiscal 2026 scorecard measures and results related to the corporate responsibility modifier to our fiscal 2026 annual incentive plan.

  72. Corporate Responsibility Modifier

    | | | FY26 Corporate Responsibility Scorecard Measures | FY26 Results | | Corporate Responsibility Modifier (90% to 110%) | Climate | 1.Progress towards FY27 climate commitments 2.Pilot two Product Carbon Footprints for representatives hardware products | On Target •Progress on climate targets •Completed pilot with six hardware product carbon footprints | | | Human Capital Practices | 3.Employee engagement | On Target •eNPS score of 30, +14 points above industry benchmarks, highlighting relative strength compared to other companies | | | Compliance | 4.Corporate Sustainability Reporting Directive readiness 5.California Climate Disclosure Readiness | On Target •Completion of metrics and controls readiness initiatives •Completion of California climate disclosure readiness | | | •Compensation and People Committee assessment is objectively based on the totality of fiscal 2026 results on the scorecard •Compensation and People Committee determined there would be no adjustment to the fiscal 2026 annual incentive plan based on fiscal 2026 results for the corporate responsibility modifier | | |

  73. LONG-TERM EQUITY COMPENSATION

    LONG-TERM EQUITY COMPENSATION Our long-term equity compensation is designed on the basis of our pay-for-performance philosophy, directly tying Company strategic and financial goals to compensation, rewarding strong performance and motivating outperformance with aggressive targets, to drive robust long-term performance for our Company and value creation for shareholders.

  74. LONG-TERM EQUITY COMPENSATION

    | Over the past five years, 100% of the long-term equity compensation granted to our NEOs was performance-based (aside from Mr. Jenkins's new hire RSU award). | |

  75. LONG-TERM EQUITY COMPENSATION

    | 2026 Proxy Statement | | 85 |

  76. FISCAL 2026 EQUITY COMPENSATION

    FISCAL 2026 EQUITY COMPENSATION

  77. FISCAL 2026 EQUITY COMPENSATION

    | 100% OF EQUITY GRANTED TO NEOs IN FISCAL 2026 WAS PERFORMANCE-BASED |

  78. FISCAL 2026 EQUITY COMPENSATION

    In fiscal 2026, 100% of the annual equity awards granted to our NEOs are PSUs, resulting in all such compensation being at risk and performance-based. The Compensation and People Committee determined the size of the awards based on the compensation market data provided by the Committee’s independent compensation consultant, sustained strong performance, leadership skills, and valuable contributions to the Company of our NEOs over their tenure and, particularly, fiscal 2025. To determine the size of the fiscal 2026 PSU awards, our Compensation and People Committee utilized the framework developed in partnership with Meridian to identify objective factors that should be considered in determining the size of any compensation. In addition, the Compensation and People Committee considered the performance of each NEO, including the CEO’s recommendation with respect to NEOs other than himself, to determine the appropriate fiscal 2025 target compensation levels. More information about this process and the framework utilized can be found under “—Compensation Decision-Making Framework” and “—Executive Compensation Policies and Practices—Compensation-Setting Process.” As a result of this process, in August 2025, our Compensation and People Committee determined it was appropriate and in the best interest of our shareholders to make increases to the target value of each executive’s PSU grant in fiscal 2026. Our Compensation and People Committee considered a number of factors, including: •We met or exceeded our fiscal 2025 plan and consensus expectations (as of August 2024) for each of revenue, NGS ARR growth, non-GAAP operating margin and non-GAAP EPS. •Our meaningful one-year and three-year TSRs as compared to our compensation peer group and the S&P 500, including, being at the 50th and 87th percentile of the S&P 500, respectively. •We had executed on all primary strategic objectives. •The increased need for continued stability in our high performing executive team in light of the announcement of the intent to acquire CyberArk, the inflection point that was occurring due to the emergence of generative and agentic AI, and the highly competitive market for proven executive talent. •The need to incentivize our executive team to rise to the occasion and execute on our ambitious strategy to be the preeminent end-to-end cybersecurity platform for the AI era. •The target value for the PSUs determined to be granted to our CEO resulted in the CEO’s total target compensation being at the 88th percentile rank among our compensation peer group in fiscal 2026, maintaining substantially the same percentile rank for our CEO’s total target compensation as in fiscal 2025 (which was the 87th percentile). •Even with an increase in the target value for PSUs to our executives, the Compensation and People Committee is establishing rigorous performance goals that would require meaningful and sustained outperformance to receive an above-target payout, including through: (i) increasing the midpoint for a 1.0x relative TSR modifier to the 55th percentile rank relative to the S&P 500, (ii) increasing the performance level required for a maximum level of achievement on the NGS ARR performance metric; and (iii) establishing rigorous financial targets for each financial performance measure.

  79. FISCAL 2026 EQUITY COMPENSATION

    | 86 | | 2026 Proxy Statement |

  80. FISCAL 2026 EQUITY COMPENSATION

    The following table shows the target value of PSU grants made to our NEOs in fiscal 2025 and fiscal 2026. The actual target number of shares subject to the fiscal 2026 PSUs was determined based on the trailing 14-calendar day average closing price of our common stock as of, and inclusive of, the date of grant, rounded down to the nearest whole share.

  81. FISCAL 2026 EQUITY COMPENSATION

    | Name | Targeted Value for PSUs Granted for fiscal 2025 ($) | Targeted Value for PSUs Granted in fiscal 20261 ($) | | Mr. Arora | 44,000,000 | 54,000,000 | | Mr. Golechha | 13,000,000 | 15,000,000 | | Mr. Jenkins | 13,000,000 | 15,000,000 | | Mr. Klarich | 5,000,000 | 10,000,000 | | Mr. Zuk2 | — | — |

  82. FISCAL 2026 EQUITY COMPENSATION

    (1)The target value for PSUs granted in fiscal 2026 does not align with amounts reflected for 2026 in the Stock Awards column of the Summary Compensation Table due to accounting valuation methodologies. For more information, see “—Variation Between Fiscal 2026 Equity Award Values and Equity Compensation Reported in Summary Compensation Table” below. (2)Mr. Zuk did not receive an equity grant for fiscal 2025 or fiscal 2026 and ceased being an executive officer of the Company as of August 14, 2025.

  83. FISCAL 2026 PSU DESIGN

    FISCAL 2026 PSU DESIGN The fiscal 2026 PSUs have a three-year performance period spanning the Company’s fiscal years 2026, 2027, and 2028. Performance targets for the financial performance measures are established by the Compensation and People Committee at the beginning of each fiscal year. The relative TSR modifier is measured over all three years. The Compensation and People Committee determined that continuing our design of a three-year measurement period for the relative TSR modifier and three one-year measurement periods for the financial performance measures is best aligned with our pay-for-performance philosophy. Setting financial targets annually enables our Compensation and People Committee to ensure, and continue to incentivize, a high level of performance in our executive team through setting appropriately aggressive performance targets each year, informed by and tailored to the current state of the Company and our annual financial and strategic plans. This enables setting appropriate stretch goals each year as opposed to setting an inflexible three-year performance measurement period for financial performance measures, which may not be able to account for any changes in our business strategies, our Board priorities, or the best interests of our shareholders, which may change on a year-to-year basis, particularly in times of significant industry change. The fiscal 2026 PSUs have a substantially similar design as the fiscal 2025 PSUs, except for the following changes, which were guided, in part, by shareholder insights: •Increased rTSR Target. Target performance for the relative TSR modifier was increased to the 55th percentile, from the 50th percentile. •Increased NGS ARR Performance Targets. The NGS ARR performance level required for attainment of the maximum level of achievement of 300% was increased to $400 million — an increase of 33.3% — while the threshold below which no payout is earned was similarly adjusted, now set at $400 million below target. •Contribution of Acquisitions to NGS ARR. The NGS ARR performance measure, as amended, excludes the NGS ARR contribution of any acquisition with a purchase price that exceeds 4% of our market capitalization as of the day immediately prior to the closing of the acquisition. NGS ARR contributed from any other acquisition is included in the NGS ARR performance measure. ◦The CyberArk acquisition constituted an extraordinary event and circumstance that fundamentally reshaped the Company’s future, necessitating revisiting the treatment of mergers and acquisitions across our PSUs to ensure that the intended economic outcomes of the awards were preserved. As a result of extensive deliberations during fiscal 2026, including consultation with Meridian, our Compensation and People Committee determined that it would be most appropriate, and in the best interest of our shareholders, to amend the 2026 PSUs, which initially excluded the NGS ARR contributions from all acquisitions, to exclude the contribution of significant acquisitions in which the purchase price exceeds 4% of our market capitalization as of the closing of the acquisition. This structure strikes the appropriate balance by incentivizing the management team to pursue strategic acquisitions that can fuel our growth

  84. FISCAL 2026 PSU DESIGN

    | 2026 Proxy Statement | | 87 |

  85. FISCAL 2026 PSU DESIGN

    and contribute to our successfully navigating industry inflection points, while not permitting a single significant acquisition, such as the CyberArk acquisition, to enable achievement of a financial performance measure on its own. ◦The 4% threshold is appropriate in light of the purchase prices for our historical acquisitions as a percentage of our then-current market capitalization. In conducting this review, our Compensation and People Committee analyzed 24 acquisitions completed by the Company during the period from fiscal 2019 through fiscal 2026, which ranged from less than 1% to approximately 16% of the Company's market capitalization, each as of the closing of the acquisition. Excluding the CyberArk acquisition, the top end of this range was approximately 3% of the Company’s market capitalization. Accordingly, the Compensation and People Committee determined that acquisitions below the 4% threshold are generally consistent with the Company's normal-course, ongoing acquisition strategy to acquire complementary technology, talent, or product capabilities in the ordinary course of business, and do not represent the type of transformative or extraordinary transactions that would fundamentally alter the Company's growth profile, business mix, or organic growth trajectory in a manner that should be excluded from the calculation of NGS ARR for purposes of measuring performance under our equity award programs. ◦As a result, the financial results generated from our acquisition of CyberArk during fiscal 2026 were excluded from the calculation of NGS ARR for the purposes of our fiscal 2026 PSUs, while including the contribution of our other acquisitions in fiscal 2026. This change resulted in an increased NGS ARR performance achievement for the fiscal 2026 performance period for the fiscal 2026 PSUs. Consistent with this, our Compensation and People Committee determined to exclude the contribution to NGS ARR of the CyberArk acquisition for the fiscal 2026 performance period across our fiscal 2024 and fiscal 2025 PSUs, which did not have an impact on the fiscal 2026 NGS ARR attainment percentage for those PSUs. ◦The Compensation and People Committee considered a lower threshold that would have captured our acquisition of Chronosphere, but determined that Chronosphere was not an acquisition that fundamentally altered the Company’s growth profile, business mix, or organic growth trajectory for various reasons, including the fact that it did not result in a fundamentally new platform category for the Company. Rather, the Chronosphere acquisition, like many of the Company’s ordinary course acquisitions, allowed us to acquire complementary technology and talent. The Compensation and People Committee intends to periodically reassess the threshold in light of the Company's evolving size, acquisition history, and market capitalization, to ensure it continues to appropriately distinguish ordinary-course acquisition activity from larger, non-recurring transactions that could distort the intended pay-for-performance alignment of the NGS ARR metric. Subject to a maximum of 400% of the target PSUs, the number of PSUs that become eligible to vest (the “Eligible PSUs”) is based on the product of the following (with the result rounded down to the nearest whole share): (i) the target number of PSUs multiplied by (ii) the average of achievement percentages for the two financial measures—NGS ARR and annual Non-GAAP EPS—for each year within the performance period. The Eligible PSUs are then multiplied by the rTSR modifier over the full three-year performance period. The following graphic illustrates how the final fiscal 2026 PSU achievement level is determined. Linear interpolation is used to determine the final achievement percentages and rTSR modifier between any of the levels represented below.

  86. FISCAL 2026 PSU DESIGN

    | 88 | | 2026 Proxy Statement |

  87. FISCAL 2026 PSU DESIGN

    | X | Annual NGS ARR | Achievement % | Average achievement percentage | Annual Non- GAAP EPS | Achievement %X | rTSR percentile rank vs. S&P 500 over three-years | rTSR modifier | = | PSU Achievement Level | | | | ≥ $400 million above target | 300% | | ≥ 110% of target | 300% | ≥ 90th percentile | 2.0x | | Max | 400% | | | = $200 million above target | 200% | | = 105% of target | 200% | = 75th percentile | 1.5x | | High | 300% | | | = target | 100% | | = target | 100% | = 55th percentile | 1.0x | | Target | 100% | | | = $200 million below target | 50% | | = 95% of target | 50% | ≤ 25th percentile | 0.75x | | Low | 37.5% | | | ≤ $400 million below target | 0% | | ≤ 90% of target | 0% | | | | <Threshold | 0% |

  88. FISCAL 2026 PSU DESIGN

    (1)If the Company’s TSR for a period is at least 0%, then the rTSR modifier will be equal to the actual resulting rTSR modifier. However, if the Company’s TSR is less than 0%, then the rTSR modifier will be the lower of the resulting rTSR modifier and 100% of target.

  89. •Financial Performance Measures

    •Financial Performance Measures ◦NGS ARR is the Company’s annual recurring revenue for its Next-Generation Security business, as of the last day of the relevant fiscal year, excluding the contribution of merger and acquisition transactions consummated in the relevant fiscal year in which the purchase price for the acquisition exceeds 4% of our market capitalization as of the day immediately prior to the closing of the acquisition (unless such acquisition was taken into account for purposes of setting the target NGS ARR for the relevant fiscal year). Palo Alto Networks defines NGS ARR as the annualized allocated revenue of all active contracts as of the final day of the reporting period related to all product, subscription, and support offerings, excluding revenue from hardware products, legacy attached subscriptions, support offerings, and professional services. ◦Annual Non-GAAP EPS is the Company’s non-GAAP net income per diluted share, calculated in a manner consistent with the calculation of the target Non-GAAP EPS for such fiscal year, as adjusted to exclude the impact of merger and acquisition transactions consummated in the relevant fiscal year (except to the extent such a transaction is taken into account by the Compensation and People Committee when establishing the target non-GAAP EPS for the relevant fiscal year). • rTSR Modifier is calculated based on the TSR of the Company over the three-year performance period relative to the TSRs of the indexed companies over the same period. The indexed companies are those that are a component of the S&P 500 Index on both the last day of the performance period and the first day of the performance period. TSR for each company is calculated on a per share basis as (i) the ending price plus dividends per share paid during the performance period minus the beginning price, divided by (ii) the beginning price. The beginning and ending stock prices are calculated using the average of the closing trading prices of the relevant company for the thirty consecutive trading days ending with the last trading day before the beginning of the performance period (for the beginning price) and the last trading day of the performance period (for the ending price). If our TSR over the performance period is negative, the rTSR modifier is capped at 1.0x regardless of our relative percentile ranking. •Linear Interpolation is used to determine the achievement percentage for each financial performance measure and the rTSR modifier to the extent the actual resulting NGS ARR, Non-GAAP EPS, or rTSR percentile rank for a performance period is between any of the thresholds shown above. •Maximum Payout is Capped at 400% of the target PSUs.

  90. •Financial Performance Measures

    | 2026 Proxy Statement | | 89 |

  91. FISCAL 2026 PSU PERFORMANCE THROUGH FISCAL 2026

    FISCAL 2026 PSU PERFORMANCE THROUGH FISCAL 2026 The following table shows the structure of the fiscal 2026 PSUs along with the fiscal 2026 achievement for the two financial measures relative to their respective targets. As described above, the NGS ARR contribution from CyberArk is excluded from the fiscal 2026 NGS ARR results below because the CyberArk purchase price was greater than 4% of our market capitalization as of the day prior to the acquisition closing; and the impact of our acquisitions not taken into account when setting the fiscal 2026 non-GAAP EPS target are excluded from the non-GAAP EPS results below.

  92. FISCAL 2026 PSU PERFORMANCE THROUGH FISCAL 2026

    | Executive PSU Program | Fiscal 2026 PSU Award | | | | | | | Measure Type | FY26 | FY27 | FY28 | | FY26 PSU Grant (Made August 2025) | Financial Metrics | NGS ARR ($B) Target: $7.20 Actual: $7.69 Non-GAAP EPS* Target: $3.86 Actual: $3.91 Achievement: 213% | Average of NGS ARR vs. Target and Non-GAAP EPS vs. Target | Average of NGS ARR vs. Target and Non-GAAP EPS vs. Target | | | Relative TSR | Three-Year Relative TSR vs S&P 500 | | | | | | Final Payout = Average of Annual Financial Measure Achievements X Relative TSR Modifier (with final payout capped at a maximum of 400% of target PSUs) | | | | | | | | | | | | *See Appendix A for a reconciliation of GAAP to non-GAAP measures and other information | | |

  93. FISCAL 2026 PSU PERFORMANCE THROUGH FISCAL 2026

    | 90 | | 2026 Proxy Statement |

  94. FISCAL 2025 PSU PERFORMANCE THROUGH FISCAL 2026

    FISCAL 2025 PSU PERFORMANCE THROUGH FISCAL 2026 The fiscal 2025 PSUs have a three-year performance period spanning the Company’s fiscal years 2025, 2026, and 2027. Performance targets for the financial performance measures are established by the Compensation and People Committee at the beginning of each fiscal year, and the relative TSR modifier is measured over all three years of the performance period. The calculation for each of NGS ARR, Non-GAAP EPS, and the rTSR modifier for the fiscal 2025 PSUs is determined in the same manner as described in the section above titled "—Fiscal 2026 PSU Design," except that: •Target performance for the relative TSR modifier is at the 50th percentile; and •The NGS ARR performance level required for attainment of the maximum level of achievement of 300% and the threshold for no payout remains at exceeding target by at least $300 million or missing the target by at least $300 million, respectively. The following table shows the structure of the fiscal 2025 PSUs along with the fiscal 2025 and fiscal 2026 achievement percentages for the financial measures relative to their respective targets. As described above, the NGS ARR contribution from CyberArk is excluded from the fiscal 2026 NGS ARR results below (which did not have an impact on the fiscal 2026 NGS ARR attainment percentage for the fiscal 2025 PSUs); and the impact of our acquisitions not taken into account when setting the non-GAAP EPS target for relevant year are excluded from the non-GAAP EPS results described below.

  95. FISCAL 2025 PSU PERFORMANCE THROUGH FISCAL 2026

    | Executive PSU Program | Fiscal 2025 PSU Award | | | | | | | Measure Type | FY25 | FY26 | FY27 | | FY25 Grant (Made August 2024) | Financial Measures | NGS ARR ($B) Target: $5.40 Actual: $5.58 Non-GAAP EPS* Target: $3.16 Actual: $3.34 Achievement: 216% | NGS ARR ($B) Target: $7.20 Actual: $7.69 Non-GAAP EPS* Target: $3.86 Actual: $3.91 Achievement: 213% | Average of NGS ARR vs. Target and Non-GAAP EPS vs. Target | | | Relative TSR | Three-Year Relative TSR vs S&P 500 | | | | | | Final Payout = Average of Annual Financial Metric Payouts X Relative TSR Modifier (with final payout capped at a maximum of 400% of target PSUs) | | | | | | | | | | | | *See Appendix A for a reconciliation of GAAP to non-GAAP measures and other information | | |

  96. FISCAL 2024 PSUs FINAL PERFORMANCE RESULTS

    FISCAL 2024 PSUs FINAL PERFORMANCE RESULTS The fiscal 2024 PSUs have a three-year performance period spanning the Company’s fiscal years 2024, 2025, and 2026. Performance targets for the financial performance measures were established by the Compensation and People Committee at the beginning of each fiscal year, and the relative TSR modifier was measured over all three years of the performance period. Fiscal 2025 Changes. In fiscal 2025, the fiscal 2024 PSUs were changed as follows: •The maximum potential payout was reduced to 400%; and •For all remaining performance periods — fiscal 2025 and fiscal 2026 — the financial performance measures were changed from year-over-year billings growth achievement to an average of the achievements of NGS ARR and non-GAAP EPS.

  97. FISCAL 2024 PSUs FINAL PERFORMANCE RESULTS

    | 2026 Proxy Statement | | 91 |

  98. FISCAL 2024 PSUs FINAL PERFORMANCE RESULTS

    The calculation for each of NGS ARR, Non-GAAP EPS, and the rTSR modifier for the fiscal 2024 PSUs is determined in the same manner as the fiscal 2025 PSUs as described in the section above titled "—Fiscal 2025 PSU Performance through Fiscal 2026." The number of PSUs that ultimately vest for the fiscal 2024 PSUs is equal to the product of (i) the target number of PSUs, (ii) the average of the achievement percentages for the financial measures for each fiscal year in the performance period, and (iii) the rTSR modifier as measured over the three-year performance period, as shown below.

  99. FISCAL 2024 PSUs FINAL PERFORMANCE RESULTS

    | Target Number of PSUs GrantedX | Average of Annual Financial Measure Achievements | | X | FY24-FY26 rTSR Modifier | = | Number of PSUs Vested | | | FY24 | FY25 | FY26 | | | | | | Year-over-Year Billings Growth vs. Target | Average of NGS ARR vs. Target and Non-GAAP EPS vs. Target | Average of NGS ARR vs. Target and Non-GAAP EPS vs. Target | | | |

  100. FISCAL 2024 PSUs FINAL PERFORMANCE RESULTS

    The following charts show the final achievement of our fiscal 2024 PSUs granted to our NEOs as determined by our Compensation and People Committee, based on the following: •Financial Performance Measures: An approximate 143% average achievement for the financial measures, with each year’s determined as follows: ◦Fiscal 2024: 0% achievement based on year-over-year billings growth of 11% relative to a target of 17.9%; ◦Fiscal 2025: 216% achievement based on an average of the achievements of actual NGS ARR of $5.58 billion relative to a target of approximately $5.40 billion, and actual Non-GAAP EPS of $3.34 (excluding the impact of any acquisitions not accounted for when setting the target for fiscal 2025) relative to a target of $3.16; and ◦Fiscal 2026: 213% achievement based on an average of the achievements of actual NGS ARR of $7.69 billion (excluding the NGS ARR contribution of CyberArk in fiscal 2026, which exclusion did not have an impact on the fiscal 2026 NGS ARR attainment percentage for the fiscal 2024 PSUs) relative to a target of $7.20 billion, and actual Non-GAAP EPS of $3.91 (excluding the impact of any acquisitions not accounted for when setting the target for fiscal 2026) relative to a target of $3.86. ◦See Appendix A for a reconciliation of GAAP to non-GAAP measures and other information. •rTSR: A rTSR modifier of 2.0x was determined based on our relative TSR over the three-year performance period ending on July 31, 2026 measured against the S&P 500 being at the 92nd percentile. •Total Final Payout: Approximately 286% of target PSUs granted. Average of the Three-Year Performance Achievements for Financial Measures rTSR Modifier

  101. FISCAL 2024 PSUs FINAL PERFORMANCE RESULTS

    | 92 | | 2026 Proxy Statement |

  102. FISCAL 2023 CEO RETENTION AWARD

    FISCAL 2023 CEO RETENTION AWARD As disclosed previously, during fiscal 2023, our Compensation and People Committee granted Mr. Arora, our Chief Executive Officer, a performance-based restricted stock unit retention award. The decision was reached following a rigorous and data-driven assessment by our Compensation and People Committee. The award recognizes Mr. Arora’s instrumental role in transforming our Company, the Board’s conviction that Mr. Arora’s vision, strategic acumen, and operational excellence are critical to the continued growth and success of our business, and that our Compensation and People Committee and Board firmly believe that Mr. Arora’s retention is in the best interest of our shareholders. The 2023 Retention Award was structured with the following features: •A five-year cliff before any compensation from the award can be realized •A payout tied to our TSR over the five-year performance period relative to the TSRs of the companies that are a component of the S&P 500 Index on both the first and last day of the performance period, with the relative TSR calculated in the same manner as the fiscal 2026 PSUs described above in the section “–Fiscal 2026 Equity Compensation—Fiscal 2026 PSU Design,” except that the beginning and ending stock prices are calculated using the average of the closing trading prices of the relevant company for the 60 consecutive trading days ending with the last trading day before the beginning of the performance period and the end of the performance period, respectively •A target performance level tied to achieving the 55th percentile relative to the S&P 500 index companies, a minimum threshold level of performance requiring no less than achieving the 40th percentile for any shares to be earned, and linear interpolation between performance levels that fall between the threshold and maximum levels of performance

  103. FISCAL 2023 CEO RETENTION AWARD

    | 5-year Cliff | Relative TSR | | Enhances retention benefits of the award, requiring Mr. Arora to remain employed through the entire duration of the five-year performance period to receive any value | Relative TSR as compared to the S&P 500 utilized to ensure that the value of the award is directly linked to our performance and value creation for our shareholders |

  104. FISCAL 2023 CEO RETENTION AWARD

    As of July 31, 2026, since the first day of the performance period under this award our market capitalization has grown 310% to approximately $270.4 billion. Our Compensation and People Committee has committed not to grant Mr. Arora, our Chief Executive Officer, additional one-time equity awards of any variety with vesting or performance metrics that would overlap with the one-time performance-based restricted stock unit retention award granted to him in June 2023.

  105. FISCAL 2023 CEO RETENTION AWARD

    | 300% Maximum PSU Payout | Reduced maximum potential PSU payout by 25%, from 400% to 300% •Directly responsive to shareholder feedback •Balances continuing to provide compensation strongly incentivizing retention, while reducing overall potential payout | | PSU Pay-for-Performance Alignment | NGS ARR: Maximum achievement level requires performance at least $450 million above target, a 12.5% increase, while the threshold for no payout has similarly been lowered to missing the target by $450 million | | | Non-GAAP EPS: Threshold for no payout has been increased to achieving 93% of target, a three percentage point increase, while the target for a maximum level of achievement has been lowered to achieving at least 107% of target | | NGS ARR Contributions from M&A | Exclude the NGS ARR contribution from acquisitions in which the purchase price for the acquisition exceeds 4% of our market capitalization at the time of the acquisition |

  106. Compensation and People Committee

    | | | | | | Management •Together with our independent compensation consultant, the Chief Executive Officer, and the Chief People Officer, assist the Compensation and People Committee in the execution of its responsibilities by providing information on corporate and individual performance, market data with respect to compensation, and management’s perspective and recommendations on compensation matters | | | Independent Compensation Consultant •Assist the Compensation and People Committee in executing on the executive compensation strategy and guiding principles, assessing the current target total direct compensation opportunities of our executive officers, including comparing them against competitive market practices, developing a compensation peer group, and advising on executive compensation decisions | | •Chief Executive Officer makes recommendations to the Compensation and People Committee regarding compensation matters, including the compensation of executive officers (other than himself) •Chief Executive Officer participates in meetings of the Compensation and People Committee (other than portions of meetings that involve discussions of his own compensation and executive sessions) •While our Compensation and People Committee solicits the recommendations and proposals of our Chief Executive Officer with respect to compensation-related matters, they are only one factor in our Compensation and People Committee’s decision-making process | | •Meridian Compensation Partners, a national compensation consulting firm, was retained by the Compensation and People Committee for fiscal 2026 •Our Compensation and People Committee assessed the independence of Meridian Compensation Partners taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of Nasdaq and has concluded that no conflict of interest exists with respect to the work that Meridian Compensation Partners performs for our Compensation and People Committee •Meridian Compensation Partners did not provide any services to the Company other than the services provided to our Compensation and People Committee | |

  107. Use of Competitive Data

    Use of Competitive Data To assess the competitiveness of our executive compensation program and to assist in setting compensation levels, at the Compensation and People Committee’s request, Meridian Compensation Partners, the committee’s independent compensation consultant, compiled market data from a compensation peer group approved by our Compensation and People Committee, and industry surveys, including the Radford Global Technology Executive Compensation Survey. The Compensation and People Committee, with the assistance of Meridian Compensation Partners, then analyzed the market and survey data when making fiscal 2026 compensation decisions.

  108. Competitive Positioning

    Competitive Positioning For fiscal 2026, our Compensation and People Committee continued to compare and analyze our executive compensation program and each component of executive compensation against data from a formal compensation peer group of companies. As part of our annual executive compensation review, with assistance from Meridian Compensation Partners and input from management, in February 2025, our Compensation and People Committee reviewed the peer group of publicly-traded technology companies used to provide information regarding compensation practices for fiscal 2025 to determine if any changes were appropriate for use in considering fiscal 2026 pay decisions. In determining which companies to include in our peer group, our Compensation and People Committee considered companies that met some or all of the following criteria: •had (i) revenue between 0.33 to 3.0 times our revenue, (ii) a market capitalization between 0.33 to 3.0 times our market capitalization, (iii) a market capitalization to revenue ratio greater than 5.0, and (iv) a number of employees between 0.5 to 2.0 times the number of our employees; •had (a) revenue growth greater than 10% in at least two of the last three years and (b) TSR growth greater than 10% in at least two of the last three years; •was headquartered on the west coast of the United States, operated in the software industry, and was selected by Institutional Shareholder Services as one of our peer companies; and •whether we were included in the company’s peer group, whether the company provided some cybersecurity services, whether the company’s chief executive officer was a founder with an atypical compensation structure, and the company’s relevant acquisition activity. Based on this review, and taking into account Meridian Compensation Partners’ review and recommendation, the following changes were made to our peer group for fiscal 2026, with the resulting peer group placing us at the 62nd percentile of the peer group on revenue and 72nd percentile of the peer group on market capitalization as of December 31, 2024: –Removed: Akamai Technologies, Inc., Keysight Technologies, Inc., NetApp, Inc., and SS&C Technologies Holdings, Inc. +Added: Salesforce, Inc. and PayPal Holdings, Inc. Accordingly, the following publicly-traded companies made up our compensation peer group for fiscal 2026:

  109. Competitive Positioning

    | Adobe Inc. Autodesk, Inc. Cadence Design Systems, Inc. | CrowdStrike Holdings, Inc. Fortinet, Inc. Intuit Inc. Paychex, Inc. | PayPal Holdings, Inc. Roper Technologies, Inc. Salesforce, Inc. ServiceNow, Inc. | Snowflake Inc. Synopsys, Inc. Workday, Inc. |

  110. Competitive Positioning

    | 98 | | 2026 Proxy Statement |

  111. Competitive Positioning

    Our Executive Compensation Commitments Summarized below are our fiscal 2026 commitments, and our follow-through in meeting those commitments.

  112. Competitive Positioning

    | | OUR COMMITMENTS FOR FISCAL 2026 | | OUR FOLLOW-THROUGH | | Maintain a robust shareholder outreach program | | | | | Provide more transparency in our executive compensation disclosures, as well as more robust CD&A disclosures | | | | | Disclose the target value of equity grants to our NEOs for the completed fiscal year in the CD&A | | | | | Maintain robust stock ownership guidelines | | | | | Make any one-time awards to NEOs outside of the normal grant cycle (other than new hire awards) a majority performance-based, and only make such grants in exceptional circumstances | | | | | Not grant our CEO additional one-time equity awards of any variety with vesting or performance metrics that would overlap with the one-time performance-based restricted stock unit retention award granted to him in June 2023 | | | | | Make annual equity grants to our NEOs at least 75% performance-based | | | | | Require a one-year minimum vesting period for all grants to our Chief Executive Officer and other NEOs going forward, and implement a policy to require our Chief Executive Officer and other NEOs to hold all net shares for one year after vesting, subject to a limited exception | | | | | Use a performance-based restricted stock unit (“PSU”) award design that requires sustained performance over multiple years for any payout | | | | | Include a relative TSR modifier to our executive PSU awards | | | | | Ensure that ongoing incentive goals are considered challenging with targets set at or above management guidance | | | | | For completed performance periods, disclose performance targets compared to actual results and corresponding payout scale | | | | | Avoid duplicate performance metrics in our short-term incentive plan and PSU awards | | | | | Do not make upward discretionary adjustments except for extraordinary circumstances | | | | | Include a corporate responsibility metric in short-term incentive compensation plan to ensure linkage between compensation and our corporate responsibility programs | | | |

  113. Competitive Positioning

    Employment Agreements Each of our NEOs is a party to an employment arrangement setting forth the material terms of his employment. For a summary of the material terms and conditions of these arrangements, see the section titled “—Executive Employment Agreements.”

  114. Competitive Positioning

    | 2026 Proxy Statement | | 99 |

  115. Competitive Positioning

    Post-Employment Compensation Executive Change in Control and Severance Policy. In August 2026, we adopted an Executive Change in Control and Severance Policy and each of our then-current NEOs was designated as an eligible participant in the policy. The Executive Change in Control and Severance Policy provides for payments and/or benefits related to an involuntary termination of employment, including enhanced benefits if such termination is in connection with a change in control of our Company. We believe that these protections assist us in retaining the services of these individuals and enable standardization of these terms in a single policy. These protections also serve our business objectives by helping our NEOs maintain continued focus and dedication to their responsibilities to maximize shareholder value, including in the event that there is a potential transaction that could involve a change in control of our Company. The terms of these post-employment compensation arrangements were determined after our Board and Compensation and People Committee reviewed our retention goals for each NEO, reviewed an analysis of relevant market data provided by Meridian, and consulted with Meridian on the framework. For a summary of the material terms and conditions of these post-employment compensation arrangements, as well as an estimate of the amounts potentially payable pursuant to such arrangements, see the sections titled “—Executive Change in Control and Severance Policy” and “—Potential Payments Upon Termination or Change in Control.” Continued Service Policy. Our Compensation and People Committee has adopted a continued service policy as an additional means to serve our and our shareholders’ best interests when circumstances warrant, such as the need to maintain a distinctive executive’s skill set; providing continuity of expertise in servicing our customers; minimizing the business disruption that can follow executive attrition; and solidifying succession planning. Employees holding the title of Senior Vice President or higher are eligible for continued vesting of equity awards if such employee (i) voluntarily resigns from full-time employment; (ii) has either (A) attained the age of 55 years and has been continuously employed by the Company as a full-time employee for at least five years as of the date of such resignation or (B) has been continuously employed by the Company as a full-time employee for at least ten years as of the date of such resignation or transition; and (iii) maintains a continued service relationship with the Company, including by transitioning employment to an advisory role, whether as employee or independent contractor. Eligible employees are not guaranteed benefits under the policy. Each award of benefits under the policy will be individually assessed and determined by the administrator of the policy, which is our Board or Compensation and People Committee, including the determination of which equity awards that will be subject to continued vesting and the related terms and conditions. Eligible employees will enter into a continued service agreement with the Company in a form approved by the administrator. In August 2025, the Company entered into a continued service agreement with Mr. Zuk under our continued service policy, as part of his voluntary resignation from his former positions as director and Chief Technology Officer. Under that agreement, as amended in August 2025, Mr. Zuk agreed to continue to provide certain transitional and advisory services to the Company, including transitioning his Chief Technology Officer responsibilities to Mr. Klarich through November 1, 2025, and continuing to provide strategic technology and product consultation for the Company through November 2, 2026. The agreement was voluntarily terminated by Mr. Zuk in January 2026. Under the terms of the agreement, Mr. Zuk received a one-time transition bonus of $308,100 in November 2025 for completion of the transitional services, and continued vesting on his outstanding PSUs through any applicable vest dates that occurred while he continued to provide services under that agreement. During the service period, Mr. Zuk’s fiscal 2023 PSUs vested on their terms on November 1, 2025; however, upon the voluntary termination of the continued service agreement in January 2026, all unvested equity awards held by Mr. Zuk were canceled for no consideration. Equity Incentive Plan Survivor Benefit Policy. In 2023, our Compensation and People Committee adopted an Equity Incentive Plan Survivor Benefit Policy (the “Survivor Benefit Policy”), which provides that upon the death of an employee, certain equity awards of the employee will fully accelerate and vest, unless prohibited by applicable laws. For any awards with performance-based vesting terms that are accelerated, unless otherwise specified in an award agreement, a Company policy that applies to the employee, a determination made by the Company, our Board, or our Compensation and People Committee before the employee’s death, or a written agreement with the employee, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and any multipliers (whether based on TSR or otherwise) will not impact the award. For further details regarding this policy, please see the section below titled: “ —Termination of Employment and Potential Payments Unrelated to a Change in Control —Potential Payments in connection with Termination of Employment Due to Death.”

  116. Competitive Positioning

    | 100 | | 2026 Proxy Statement |

  117. Competitive Positioning

    Short-Term Incentive Compensation Plan. Under the short-term incentive compensation plan, participants who did not elect to defer any portion of their short-term incentive payouts under our non-qualified deferred compensation plan are eligible to receive a payout from the short-term incentive plan upon their death, as described in further detail in the section titled “—Termination of Employment and Potential Payments Unrelated to a Change in Control.” Perquisites and Other Personal Benefits Retirement Plans. We have established a U.S. tax-qualified Section 401(k) retirement plan for all employees who satisfy certain eligibility requirements. We currently match contributions made to the plan by our employees up to $1,000, including for our NEOs. In fiscal 2026, Messrs. Golechha, Jenkins, and Klarich participated in our Section 401(k) retirement plan and each received a matching contribution of $1,000. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code (the “Code”), so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan. Health and Welfare Plans. In addition, we provide other benefits to our NEOs on the same basis as all of our full-time employees in the country in which they reside. These benefits include medical, dental, and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Deferred Compensation Plan. We provide a deferred compensation plan, which is a non-qualified deferred compensation plan intended to meet the requirements of Section 409A of the Code. Participation in the deferred compensation plan is voluntary and limited to U.S. employees of the Company and affiliates that are at the Vice President level or above, as determined by the Compensation and People Committee. Participation is available for our U.S.-based executive officers. For a summary of the deferred compensation plan, see the section titled “—Executive Compensation Tables.” CEO Security Program. Our Compensation and People Committee has previously determined that if any harm occurred to our Chief Executive Officer, our business operations, investor confidence, and employee productivity would be severely impacted. Accordingly, the Board continued to take reasonable steps to ensure the safety and security of Mr. Arora, considering the nature of the position and its criticality to the operation of the Company. We previously retained a leading global risk management and security consulting firm to analyze and determine if there was a bona-fide business related security concern for Mr. Arora. Based on the results of its investigation, which included investigation of a prior personal security incident involving Mr. Arora, the firm determined that there was a bona-fide, business related security concern for Mr. Arora and credible threat actors existed with both the willingness and resources necessary for conducting an attack on Mr. Arora. Accordingly, the firm recommended that the Company take various steps to ensure the safety of Mr. Arora. Our chartered aircraft policy requires the use of chartered aircraft for both business and personal-related air travel by Mr. Arora. To further ensure Mr. Arora’s safety during vehicular travel, as part of the overall security program, Mr. Arora is driven by a member of his security protection detail in a Company-leased automobile, including during his commute, which is considered a personal benefit under the relevant disclosure rules. Our Compensation and People Committee regularly reviews the nature and cost of this program in relation to his security profile. Toward the end of our fiscal 2025, our Compensation and People Committed undertook an examination of the security program and the Company evaluated the vendor used for executive security. As a result of this evaluation process, a new security vendor was engaged and used for the security program for fiscal 2026 to ensure we continue to provide appropriate security to Mr. Arora at reasonable cost. Even though the security program was put in place for business reasons, the component of the program that includes security at Mr. Arora’s residence and during personal travel is required to be disclosed as a perquisite under the relevant SEC rules and is included in the “All Other Compensation” column in the Summary Compensation Table. The total amount of benefits to Mr. Arora under the SEC rules in fiscal 2026 was approximately $2,332,713. The value of Mr. Arora’s personal use of chartered aircraft and the Company-leased automobile resulting from our overall security program in fiscal 2026 was $934,839 and $26,160, respectively, and the Company paid an aggregate of $312,182 of Mr. Arora’s taxes on the imputed income recognized by Mr. Arora related to the use of such aircraft and automobile. On occasion, guests of Mr. Arora may accompany him at de minimis incremental cost to the Company.

  118. Competitive Positioning

    | 2026 Proxy Statement | | 101 |

  119. Competitive Positioning

    The costs of Mr. Arora’s security program can vary from year to year depending on the requisite security measures and his travel schedule. Our Compensation and People Committee believes that amounts paid by the Company for this security program have been reasonable, necessary, and for our benefit, including in light of the current climate and security risks profile for Mr. Arora. We require these security measures for the Company’s benefit because of the importance of Mr. Arora to the Company, and we believe that the scope and costs of these security programs are appropriate and necessary. Other Personal Benefits. We paid a filing fee of $105,000 for Mr. Klarich related to a regulatory filing he was required to make related to his acquisition and ownership of our common stock. The filing requirement arose as a result of the vesting of equity awards previously granted to him as an executive officer of the Company. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual NEO in the performance of his or her duties, to make our NEOs more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our Compensation and People Committee. Executive Officer Stock Ownership Guidelines

  120. One-Year Hold Policy

    One-Year Hold Policy In addition to our ownership guidelines, we maintain a one-year post-vesting holding period for all of our NEOs, which was adopted in our fiscal 2022. The purpose of the policy is to further ensure that the interests of our NEOs are closely aligned with those of our shareholders. Under the policy all NEOs are required to hold for one full calendar year from the date of vesting or acquisition any shares of our common stock acquired by such NEO upon the vesting of an equity award granted by the Company. There are limited exceptions to the holding requirement for (i) shares withheld or sold for tax purposes, (ii) equity awards granted either when the individual is not an NEO or upon the initial hiring or appointment of an NEO as an executive officer, (iii) elections to defer an equity award into our deferred compensation plan, (iv) transfers by operation of law or court order, or (v) distributions or transfers that affect only a change in the form of the NEO’s beneficial interest without changing their pecuniary interest (such as certain estate planning transfers).

  121. One-Year Hold Policy

    Risk Assessment and Compensation Practices Our management assesses and discusses with our Compensation and People Committee our compensation policies and practices as they relate to our risk management. Based upon this assessment, the Compensation and People Committee believes that any risks arising from such policies and practices are not reasonably likely to have a material adverse effect on the Company, in consideration of the following factors, among others: •our short-term incentive plan reflects a “pay for performance philosophy” that rewards our NEOs and other eligible employees for achievement of performance targets; •discretionary bonuses are reserved for extraordinary performance and achievement; •total compensation features a balanced pay mix of short- and long-term incentives (“LTI”), with the significant majority of pay for senior executives delivered in LTI, which is performance based; •our equity awards include multi-year vesting schedules requiring long-term employee commitment; •our performance expectations reward long-term value creation, profitability, and excellence; •our use of multiple performance measures in incentive plans, each with clearly set and defined metrics; •our regular monitoring of short-term and long-term compensation practices to determine whether management’s objectives are satisfied, as well as effective oversight and approval process of the performance measures and goals; •performance goals are rigorous and require sufficient “stretch,” yet are achievable; •both the short-term and long-term incentive programs have caps for significant upside performance and clearly defined performance metrics; and •our independent compensation consultant evaluated and assessed our compensation policies and practices and confirmed that our practices do not encourage excessive risk taking. Compensation Recovery Policies In December 2023, we adopted a Compensation Recovery Policy in accordance with the SEC requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Nasdaq’s listing standards. This Compensation Recovery Policy supplements our Clawback Policy that was first adopted in August 2017 (the “2017 Clawback Policy”), and provides for the non-discretionary recovery on a pre-tax basis of excess incentive-based compensation received on or after October 2, 2023 (“Erroneously Awarded Compensation”) by current and former executive officers (as defined in Rule 10D-1(d) under the Securities and Exchange Act of 1934, as amended) (“Covered Officers”) in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, whether or not the Covered Officer was at fault for the restatement. Recovery of such excess compensation is required unless it is determined that recovery is impractical in certain limited circumstances or the excess compensation was received prior to the beginning of the Company’s three fiscal years most recently completed before the date on which it is determined an accounting restatement is required. The manner of recovery of any Erroneously Awarded Compensation is (i) first, an offset against other compensation payable to the Covered Officer, including through reduction or cancellation of incentive-based compensation or outstanding equity awards of such person; (ii) second, reduction or cancellation of interests in any deferred compensation plan maintained by the Company; and (iii) third, taking any other remedial and recovery action permitted by applicable law, including direct cash reimbursement to the Company. In connection with the adoption of the Compensation Recovery Policy, we amended the 2017 Clawback Policy through which we may seek the recovery of performance-based incentive compensation paid by us under certain circumstances. The amendment clarified that the 2017 Clawback Policy would no longer apply to excess incentive-based compensation covered by our new Compensation Recovery Policy received on or after October 2, 2023 by Covered Officers. The Compensation and People Committee determined that removing the overlap that would have otherwise existed would not affect the Company’s rights because there would not be a scenario in which there is compensation recoverable under the 2017 Clawback Policy that would not be recoverable under the new Compensation Recovery Policy after October 2, 2023. Other than the change described above, the 2017 Clawback Policy remains unchanged otherwise and continues to apply to our Chief Executive Officer and to all our officers who report directly to our Chief Executive Officer. The 2017 Clawback Policy provides that if we restate our financial statements as a result of a material error, a covered executive received excess compensation as a result, no more than two years have elapsed since the original filing date of the relevant

  122. One-Year Hold Policy

    financial statements and the Compensation and People Committee unanimously concludes that fraud or intentional misconduct by the covered executive caused the material error and it would be in our best interests to seek from such covered executive recovery of the excess compensation, then our Compensation and People Committee may, in its sole discretion, seek repayment from such covered executive. Insider Trading Policy We have adopted an insider trading policy governing the purchase, sale, and/or other disposition of securities by our directors, officers, employees, and other covered persons. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as Nasdaq listing standards. A copy of our insider trading policy is included as an exhibit to our Annual Report on Form 10-K for our fiscal year ended July 31, 2026. Further, we periodically engage in transactions in our own securities. With regard to trading in our own securities, it is our practice to comply with the federal securities laws and Nasdaq listing requirements. Hedging and Pledging Policies Our insider trading policy prohibits our executive officers and members of our board of directors from engaging in derivative securities transactions, including hedging or other transactions that offset, or are designed to hedge or offset, any decrease in the market value of our equity securities and from pledging Company securities as collateral or holding Company securities in a margin account, except with the prior approval of the Governance and Nominating Committee. In general, exceptions to the insider trading policy require approval by our Insider Trading Compliance Officer, who is our General Counsel, in consultation with our Board, or an independent committee of our Board. This policy does not restrict ownership of, or transactions related to, Company-granted awards, such as PSUs, RSUs, employee stock options, and other securities issued by the Company or the deferral of equity awards pursuant to our non-qualified deferred compensation plan. Our executive officers have significant holdings of our stock to align their interests to those of our shareholders. Establishing a conservative pledging policy enables our executive officers to continue to hold those shares, while providing them flexibility in financial planning and allowing them to achieve financial diversification. By enabling our executives to maintain their stock ownership in the Company, our conservative pledging program helps ensure that they continue to have a meaningful financial interest in the success of the Company under their leadership. For these reasons, in fiscal 2022, the Board adopted a policy that allows limited pledging of our stock by our executive officers. Our pledging policy establishes the parameters of pledging arrangements, and provides that any pledging arrangement must be approved in advance by our Governance and Nominating Committee, as well as sets an overall limit of $100 million on the total value of shares pledged by our executive officers (as a group). Under this policy, all pledges of shares of Company stock by our executives must comply with the following requirements: •any proposed pledge of shares must be approved in advance by the Governance and Nominating Committee; •the loan amount against which shares are pledged must not exceed 30% of the aggregate fair market value of the individual’s total stock ownership at the time the arrangement is executed; •only outstanding shares held by an individual may be pledged (i.e., no shares subject to options or unvested RSUs, PSUs or other unvested equity awards may be pledged); •no shares may be pledged that would cause the total value of all pledged shares of our executive officers in the aggregate (as a group) to exceed $100 million; •pledged shares cannot consist of any shares that remain subject to the holding requirement under our One-Year Hold Policy described above under “—Executive Officer Stock Ownership Guidelines—One-Year Hold Policy”; and •the stock ownership requirements applicable to our executives are in addition to, and cannot include, pledged shares. When approving a pledging arrangement, in addition to the requirements above, the Governance and Nominating Committee will consider any other factors deemed relevant by the Committee from time to time, including, without limitation, the total number of shares of Company stock beneficially owned by the applicable executive, the pledged shares as a percentage of the executive’s aggregate beneficially owned shares, the pledged shares as a percentage of the Company’s total outstanding shares, whether the pledged shares were purchased by the executive, and whether the executive has entered into any other pledging arrangement.

  123. CEO Prepaid Variable Share Forward Arrangement

    CEO Prepaid Variable Share Forward Arrangement On October 12, 2026, Mr. Arora, our Chief Executive Officer, entered into a prepaid variable share forward arrangement (the “VPF”) with a financial institution, through his personal trust, with respect to up to 500,000 shares of our common stock (the “Maximum Number of Shares”). Under the VPF, Mr. Arora received an upfront cash payment at signing in exchange for an agreement to deliver shares or cash to the financial institution at a future maturity date, with the number of shares to be delivered varying, within a collared floor and cap, based on the common stock price at that time, but in no event exceeding the Maximum Number of Shares. The Maximum Number of Shares subject to the VPF were pledged to the financial institution counterparty in the VPF, and Mr. Arora retains beneficial ownership and voting rights for those shares unless and until Mr. Arora physically settles the VPF or there is an event of default or a termination event under the VPF. Mr. Arora maintains significant holdings of the Company’s common stock. As of September 18, 2026, Mr. Arora beneficially held 2,152,346 shares of our common stock and has deferred receipt of an additional 2,958,459 shares under our deferred compensation plan. See the section titled “Security Ownership of Certain Beneficial Owners and Management” for additional information. Accordingly, the shares subject to the VPF represent less than 10% of the combination of Mr. Arora’s aggregate beneficial ownership in our Company and the total number of our Company’s shares that he has deferred into our deferred compensation plan. While Mr. Arora’s deferred shares are illiquid until the expected distributions in 2028 and 2036, Mr. Arora continues to have tax obligations payable in cash upon the vesting and deferral of such deferred shares for his portion of the U.S. Federal Insurance Contribution Act tax. Based on estimates as of the date the VPF was entered into, Mr. Arora’s total equity-related tax obligations over the next three years, including in connection with the settlement of the VPF, are expected to be more than $100 million. The VPF provides liquidity to Mr. Arora, in part, to fund these cash tax obligations without requiring Mr. Arora to sell shares into the market. The VPF is not an outright sale of Company stock and preserves Mr. Arora’s alignment with our long-term performance. Our Governance and Nominating Committee of the Board reviewed the details of the arrangement, considered the advice of outside counsel, and approved Mr. Arora’s entry into the VPF after consultation with our Company’s General Counsel. The Governance and Nominating Committee evaluated multiple factors, including the Maximum Number of Shares under the VPF relative to Mr. Arora’s overall equity position in our Company and that the VPF allows targeted liquidity while obviating an open market block sale, the latter of which could be interpreted negatively by the equity markets. Additionally, the Governance and Nominating Committee took note of the fact that Mr. Arora recently elected to postpone a distribution from our deferred compensation plan of 1,479,229 shares from 2027 to 2036. Likewise, Mr. Arora confirmed to the Governance and Nominating Committee that he intends to elect to postpone a distribution of a further 1,479,230 shares from 2028 to at least 2033. For the Governance and Nominating Committee, these extended deferral timeframes evidence Mr. Arora’s long-term commitment to our Company’s success. Tax and Accounting Considerations Deductibility of Executive Compensation. Section 162(m) of the Code generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to the chief executive officer and certain other highly compensated executive officers in any taxable year. While our Compensation and People Committee is mindful of the benefit of being able to fully deduct the compensation paid to our NEOs, our Compensation and People Committee believes that we should retain the flexibility to provide compensation to our NEOs that is not fully tax deductible when it believes that such payments are appropriate to attract and retain executive talent or meet other business objectives. Our Compensation and People Committee intends to continue to compensate our NEOs in a manner consistent with the best interests of our Company and our shareholders even if any portion of such compensation is not deductible. Taxation of “Parachute” Payments. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any of our NEOs with a “gross-up” or other reimbursement payment for any tax liability that the NEO might owe as a result of the application of Sections 280G or 4999 during fiscal 2026, and we have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement in the future.

  124. CEO Prepaid Variable Share Forward Arrangement

    Accounting for Stock-Based Compensation. We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all stock-based compensation awards made to employees and directors, including stock options and other stock-based awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award. Variation Between Fiscal 2026 Equity Award Values and Equity Compensation Reported in Summary Compensation Table. The amounts shown for fiscal 2026 in the “Stock Awards” column of our Summary Compensation Table reflect an outsized year-over-year percentage increase in equity award grant value relative to the percentage increase in target equity compensation for our NEOs. A significant portion of that increase is driven by accounting complexities in valuing our PSUs, rather than a simple year-over-year increase in the actual number of shares granted. Several key factors shaped this year’s reported amounts. •Recognition of tranches from prior year awards: Our PSU program includes financial performance goals with the targets for such performance goals are determined by our Compensation and People Committee by the end of the first month of each fiscal year of the relevant performance period. Applicable accounting rules provide that performance targets must be approved to establish a measurement date to determine the grant date fair market value, and the accounting value of the portion of the fiscal 2024 PSUs and fiscal 2025 PSUs associated with the performance period occurring in fiscal 2026 must be calculated in our fiscal 2026 and reflected in the Summary Compensation Table for that year. Given our significant stock price appreciation since the fiscal 2024 PSUs and fiscal 2025 PSUs were first granted (our closing trading price was $120.41 on August 21, 2023, which is the date of grant for the fiscal 2024 PSUs, and $184.01 on August 20, 2024, which is the date of grant for the fiscal 2025 PSUs), the accounting value of the fiscal 2026 portion of such awards at target ($247.96 and $240.28, for the fiscal 2024 and fiscal 2025 PSUs, respectively) is (i) for the fiscal 2024 PSUs, two times the value of the equity award on its grant date, and (ii) for the fiscal 2025 PSUs, is 1.3 times the value of the equity award on its grant date. •Accounting valuation method: As our PSU awards include an rTSR modifier, we are required to use a specific accounting valuation method, which results in an accounting premium that is reflected in the values attributed to our PSU awards in the Summary Compensation Table. To summarize, while the underlying number of shares granted did rise for fiscal 2026, the increase in reported equity values largely reflects share price appreciation and fair value methodologies rather than a substantial shift in our overall equity compensation philosophy. Report of the Compensation and People Committee Our Compensation and People Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussion, our Compensation and People Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. Respectfully submitted by the members of the Compensation and People Committee of our Board: Right Honorable Sir John Key, Chair John M. Donovan

  125. CEO Prepaid Variable Share Forward Arrangement

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Nikesh Arora Chief Executive Officer | 2026 | 1,000,000 | 75,937,806 | 1,000,000 | 2,332,713(2) | 80,270,519 | | | 2025 | 1,000,000 | 94,857,838 | 1,200,000 | 2,678,498 | 99,736,336 | | | 2024 | 1,000,000 | 54,150,353 | 1,200,000 | 1,686,522 | 58,036,875 | | Dipak Golechha Chief Financial Officer | 2026 | 600,000 | 20,617,326 | 600,000 | 2,106(3) | 21,819,432 | | | 2025 | 600,000 | 24,205,961 | 720,000 | 1,720 | 25,527,681 | | | 2024 | 600,000 | 13,301,233 | 720,000 | 2,924 | 14,624,157 | | William “BJ” Jenkins President | 2026 | 750,000 | 20,617,326 | 750,000 | 8,453(4) | 22,125,779 | | | 2025 | 750,000 | 25,291,747 | 900,000 | 17,655 | 26,959,402 | | | 2024 | 750,000 | 16,365,230 | 900,000 | 15,285 | 18,030,515 | | Lee Klarich Chief Product and Technology Officer | 2026 | 550,000 | 12,626,393 | 550,000 | 106,720(5) | 13,833,113 | | | 2025 | 550,000 | 24,654,517 | 660,000 | 106,720 | 25,971,237 | | | 2024 | 550,000 | 19,126,156 | 660,000 | 2,162 | 20,338,318 | | Nir Zuk Founder Emeritus and Former Chief Technology Officer | 2026 | 16,263 | 6,111,222 | — | 308,160(6) | 6,435,645 | | | 2025 | 408,026 | 14,852,714 | 203,014 | 243,844 | 15,707,598 | | | 2024 | 400,140 | 11,349,785 | 480,168 | 72,086 | 12,302,179 |

  126. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the annual total compensation of our Chief Executive Officer and the annual total compensation of our median employee. For our last completed fiscal year, which ended July 31, 2026: •The median of the annual total compensation of all employees of our Company and our consolidated subsidiaries in fiscal 2026 was approximately $260,431, excluding our Chief Executive Officer. This annual total compensation was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, and reflects, among other things, salary, all bonuses earned, any other cash payments (such as from our short-term incentive compensation plan), 401(k) contribution matches, life insurance premiums paid by the Company, and the aggregate “grant date fair value” of equity awards granted during fiscal 2026. •Mr. Arora’s annual total compensation, as reported in the Fiscal 2026 Summary Compensation Table included in this Proxy Statement, was $80,270,519. •Accordingly, for fiscal 2026, the ratio of Mr. Arora’s annual total compensation to the median of the annual total compensation of all employees was approximately 308 to 1. This pay ratio is a reasonable estimate, calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above.

  127. CEO Pay Ratio

    | 108 | | 2026 Proxy Statement |

  128. Fiscal 2026 Grants of Plan-Based Awards

    Fiscal 2026 Grants of Plan-Based Awards The following table presents information regarding the amount of plan-based awards granted to our NEOs during our fiscal year ended July 31, 2026.

  129. Fiscal 2026 Grants of Plan-Based Awards

    | Name | Grant Date(1) | Date of Board or Committee Action to Grant the Award(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Arora | — | — | 450,000 | 1,000,000 | 1,650,000 | — | — | — | — | — | | | 8/19/25 | 8/17/23 | — | — | — | 1 | 123,228 | 492,912 | — | 30,555,615 | | | 8/19/25 | 8/15/24 | — | — | — | 1 | 87,664 | 350,656 | — | 21,063,906 | | | 8/19/25 | 8/13/25 | — | — | — | 1 | 103,632 | 414,528 | — | 24,318,285 | | Mr. Golechha | — | — | 270,000 | 600,000 | 990,000 | — | — | — | — | — | | | 8/19/25 | 8/17/23 | — | — | — | 1 | 30,808 | 123,232 | — | 7,639,151 | | | 8/19/25 | 8/15/24 | — | — | — | 1 | 25,900 | 103,600 | — | 6,223,252 | | | 8/19/25 | 8/13/25 | — | — | — | 1 | 28,786 | 115,144 | | 6,754,923 | | Mr. Jenkins | — | — | 337,500 | 750,000 | 1,237,500 | — | — | — | — | — | | | 8/19/25 | 8/17/23 | — | — | — | 1 | 30,808 | 123,232 | — | 7,639,151 | | | 8/19/25 | 8/15/24 | — | — | — | 1 | 25,900 | 103,600 | — | 6,223,252 | | | 8/19/25 | 8/13/25 | — | — | — | 1 | 28,786 | 115,144 | — | 6,754,923 | | Mr. Klarich | — | — | 247,500 | 550,000 | 907,500 | — | — | — | — | — | | | 8/19/25 | 8/17/23 | — | — | — | 1 | 23,106 | 92,424 | — | 5,729,364 | | | 8/19/25 | 8/15/24 | — | — | — | 1 | 9,962 | 39,848 | — | 2,393,669 | | | 8/19/25 | 8/13/25 | — | — | — | 1 | 19,191 | 76,764 | — | 4,503,360 | | Mr. Zuk | — | — | — | — | — | — | — | — | — | — | | | 8/19/25 | 8/17/23 | — | — | — | 1 | 24,646 | 98,584 | — | 6,111,222 |

  130. Fiscal 2026 Grants of Plan-Based Awards

    (1)Represents the grant date determined under ASC Topic 718, for the portion of the awards that were considered, under ASC Topic 718, to have been granted in fiscal 2026. The legal grant date for the awards with Board or Committee action to grant the award occurring on (i) August 17, 2023, was August 21, 2023, (ii) August 15, 2024, was August 20, 2024, and (iii) August 13, 2025, was August 19, 2025. (2)Amounts in these columns relate to incentive compensation opportunities under the fiscal 2026 short-term annual incentive compensation plan and the target column assumes achievement at target levels for the performance measures. For achievement in excess of target, outperformance could be rewarded with a payout of up to a maximum 165% of the target amount for each NEO. The actual amounts paid to our NEOs are set forth in the “Fiscal 2026 Summary Compensation Table” above and the calculation of the actual amounts paid is discussed more fully in the section titled “Compensation Discussion and Analysis—Fiscal 2026 Executive Compensation Program—Fiscal 2026 Executive Compensation Program Components—Short-Term Incentive Compensation.” (3)Represents PSUs that were considered, under ASC Topic 718, to have been granted in fiscal 2026. The threshold is calculated as if the threshold of the financial performance targets was reached and the lowest relative TSR modifier was reached. The maximum is calculated assuming all maximum financial performance targets were met and the maximum relative TSR modifier was reached. The amounts included under the maximum column for the PSUs legally granted in our fiscal 2024 (which have a legal grant date in August 2023) reflect the current terms of the PSUs, including the maximum payout of 400% that was implemented in fiscal 2025. (4)The amounts reported in the Grant Date Fair Value of Stock Awards column represent the grant date fair value of the portions of the PSU awards that were considered to have been granted in fiscal 2026 under ASC Topic 718, assuming that the target level of performance conditions is achieved. The assumptions used in calculating the grant date fair value of the PSUs reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended July 31, 2026. The value of the PSUs is calculated using a Monte-Carlo simulation valuation performed as of the date of grant by an independent third party. Because the grant date for a PSU under ASC Topic 718 occurs when performance targets are approved, and we approved only the fiscal 2026 performance targets for these PSUs in fiscal 2026, PSU values in this column include one-third of the PSUs legally granted in each of August 2023, August 2024, and August 2025. Note that the amounts reported in this column do not correspond to the actual economic value that may be received by our NEOs from their PSU awards.

  131. Fiscal 2026 Grants of Plan-Based Awards

    | 110 | | 2026 Proxy Statement |

  132. Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End

    Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding outstanding stock options and other equity awards held by our NEOs as of July 31, 2026.

  133. Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End

    | Named Executive Officer | Grant Date(1) | Option Awards— Number of Securities Underlying Unexercised Options (#) Exercisable | Option Awards— Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Awards— Option Exercise Price ($) | Option Awards— Option Expiration Date | Stock Awards— Number of Shares or Units of Stock That Have Not Vested (#) | Stock Awards— Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Mr. Arora | 8/19/25(3) | — | — | — | — | — | — | 1,243,592 | 412,661,133 | | | 8/20/24(4) | — | — | — | — | — | — | 1,051,968 | 349,074,541 | | | 8/21/23(5) | — | — | — | — | 1,056,783 | 350,672,303 | — | — | | | 6/2/23(6) | — | — | — | — | — | — | 1,500,000 | 497,745,000 | | Mr. Golechha | 8/19/25(3) | — | — | — | — | — | — | 345,440 | 114,627,355 | | | 8/20/24(4) | — | — | — | — | — | — | 310,808 | 103,135,419 | | | 8/21/23(5) | — | — | — | — | 264,194 | 87,667,495 | — | — | | Mr. Jenkins | 8/19/25(3) | — | — | — | — | — | — | 345,440 | 114,627,355 | | | 8/20/24(4) | — | — | — | — | — | — | 310,808 | 103,135,419 | | | 8/21/23(5) | — | — | — | — | 264,195 | 87,667,827 | — | — | | Mr. Klarich | 8/19/25(3) | — | — | — | — | — | — | 230,292 | 76,417,794 | | | 8/20/24(4) | — | — | — | — | — | — | 119,536 | 39,665,631 | | | 8/21/23(5) | — | — | — | — | 198,152 | 65,752,778 | — | — | | Mr. Zuk | 8/21/23(5) | — | — | — | — | — | — | — | — |

  134. Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End

    (1)The grant date reflected is the legal grant date of the applicable award. (2)The market value of unvested or unearned shares is calculated by multiplying the number of unvested or unearned shares held by the applicable NEO by the closing market price of our common stock on Nasdaq on July 31, 2026 (the last trading day of our 2026 fiscal year), which was $331.83 per share. (3)Represents PSUs that were granted under our 2021 Equity Incentive Plan (“2021 Plan”), which have a three-year performance period and will vest after the end of the performance period based on the achievement of performance targets for the Company’s 2026, 2027, and 2028 fiscal years and a relative TSR measured over the full three-year performance period. Values included in the applicable columns reflect the maximum values for number of shares subject to PSUs and the associated market value. For more information, see the section titled “Fiscal 2026 Executive Compensation Program—Fiscal 2026 Executive Compensation Program Components—Long-Term Equity Compensation—Fiscal 2026 Equity Compensation.” (4)Represents PSUs that were granted under our 2021 Plan, which have a three-year performance period and will vest after the end of the performance period based on the achievement of performance targets for the Company’s 2025, 2026, and 2027 fiscal years and a relative TSR measured over the full three-year performance period. Values included in the applicable columns reflect the maximum values for number of shares subject to PSUs and the associated market value. For more information, see the section titled “Fiscal 2026 Executive Compensation Program—Fiscal 2026 Executive Compensation Program Components—Long-Term Equity Compensation—Fiscal 2025 PSU Performance Through Fiscal 2026.” (5)Represents PSUs that were granted under our 2021 Plan, which have a three-year performance period and will vest after the end of the performance period based on the achievement of the performance targets for the Company’s 2024, 2025, and 2026 fiscal years and a relative TSR over the full three-year performance period. The three-year performance period for the PSUs ended July 31, 2026. Values included in the applicable columns reflect the amount of PSUs, as of July 31, 2026, that will be eligible to vest based upon achievement of the specified performance measures and subject to the effectiveness of the Compensation and People Committee’s final determination of performance for the PSUs in October 2026 and the applicable NEO’s continued service through the applicable November 1, 2026 vest date. For more information, see the section titled “Fiscal 2026 Executive Compensation Program—Fiscal 2026 Executive Compensation Program Components—Long-Term Equity Compensation—Fiscal 2024 PSUs Final Performance Results.” (6)Represents PSUs that were granted under our 2021 Plan, which have a five-year performance period. Following the completion of the five-year performance period, the Compensation and People Committee will make the final determination of performance for the PSUs under the terms of the PSUs, including the number of PSUs eligible to vest at such time, if any. Values included in the applicable columns reflect the maximum values for number of shares subject to PSUs and the associated market value.

  135. Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End

    | 2026 Proxy Statement | | 111 |

  136. Fiscal 2026 Option Exercises and Stock Vested

    Fiscal 2026 Option Exercises and Stock Vested The following table presents information regarding the exercise of stock options and the vesting of stock awards by our NEOs during our fiscal year ended July 31, 2026.

  137. Fiscal 2026 Option Exercises and Stock Vested

    | Named Executive Officer | Option Awards— Number of Shares Acquired on Exercise (#) | Option Awards—Value Realized on Exercise ($) | Stock Awards— Number of Shares Acquired on Vesting (#) | Stock Awards— Value Realized on Vesting ($)(1) | | Mr. Arora | 846,408 | 144,719,813 | 1,185,721(2) | 261,143,193 | | Mr. Golechha | — | — | 280,820(2) | 61,847,797 | | Mr. Jenkins | — | — | 315,853(2) | 69,426,384 | | Mr. Klarich | 552,060 | 90,353,020 | 468,038 | 103,080,689 | | Mr. Zuk | — | — | 249,620 | 54,976,309 |

  138. Fiscal 2026 Option Exercises and Stock Vested

    (1)Based on the market price of our common stock as of the relevant vesting date, multiplied by the number of shares vested. (2)Settlement and release of all or a portion of these shares, which are issuable under equity awards that vested during fiscal 2026, has been deferred by the applicable NEO under our deferred compensation plan. Please see the section “—Nonqualified Deferred Compensation” below for additional information. We did not sponsor any defined benefit pension or other actuarial plan for our NEOs during our fiscal year ended July 31, 2026.

  139. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our Compensation and People Committee has adopted a deferred compensation plan, which is a non-qualified deferred compensation plan intended to meet the requirements of Section 409A of the Internal Revenue Code. Participation in the deferred compensation plan is voluntary and limited to our U.S. employees that are at the Vice President level or above, as determined by the administrator of the deferred compensation plan. Our current executive officers are eligible to participate. Mr. Zuk was not eligible to participate during our fiscal 2026 because he voluntarily resigned in August 2025, prior to any enrollment period in our fiscal 2026. The plan allows eligible participants to defer certain cash and equity compensation approved by the administrator, excluding any compensation that has already been deferred and cash compensation that is not paid through U.S. payroll. The administrator may permit different deferral amounts for each component of compensation and may establish a minimum or maximum deferral amount for each component. Unless otherwise specified by the administrator, participants may defer (i) from 5% to 50% of their annual base salary, (ii) from 5% to 100% of their short-term annual incentive compensation payments and sales incentive payments, and (iii) from 5% to 100% of certain RSUs and PSUs or, to the extent a participant is permitted to defer the unvested tranche(s) of an equity award, the applicable unvested tranche(s). Participants’ deferrals will be credited to their accounts on the date that deferred compensation would have otherwise been paid. Participants are 100% vested in their deferred cash compensation. Each participant may allocate his or her deferrals to accounts under the deferred compensation plan that provide for payment of deferred amounts upon specified events, such as the participant’s separation from service or a date specified by the participant. Participants may elect to receive payment of their account balances in a single lump-sum distribution or in a limited number of annual installments (as elected by the participant in accordance with the deferred compensation plan), except in certain limited circumstances and provided that payments upon a participant’s death will be provided in a single lump sum no later than the end of the following year. In addition, the administrator has the discretion to accelerate or delay the payment of account balances, as long as such changes are permitted under applicable tax rules and requirements.

  140. Nonqualified Deferred Compensation

    | 112 | | 2026 Proxy Statement |

  141. Nonqualified Deferred Compensation

    The Company may make discretionary matching, profit sharing, or other contributions to any participant account under the deferred compensation plan, and these contributions will vest according to the schedule specified by the administrator on or before the time the contributions are made. Each account under the deferred compensation plan will be credited with earnings on each business day, unless another period is specified by the administrator with respect to a particular investment option, based upon the participant’s investment allocation, with respect to each deferral, among a menu of investment options selected in advance by the administrator. The deferral of any equity awards will be initially invested in notional shares of our common stock. If a participant fails to make an investment allocation with respect to a deferral of any other compensation, the deferral will be invested in a notional mutual fund specified by the administrator. All accounts will be paid in fully vested RSUs settled in shares of the Company’s common stock issued under the Company’s equity plan, except that an account will be paid in cash to the extent there are not enough shares available under the Company’s equity plan to make such payment in shares. The following table summarizes the activity under the deferred compensation plan in fiscal 2026.

  142. Nonqualified Deferred Compensation

    | Named Executive Officer | Executive contributions in last fiscal year ($)(1) | Aggregate earnings or loss in last fiscal year ($)(2) | Aggregate balance at last fiscal year end ($)(3) | | Mr. Arora | 261,143,193 | 421,590,977 | 990,481,487 | | Mr. Golechha | 30,923,898 | 15,668,352 | 46,592,250 | | Mr. Jenkins | 705,998 | 42,642,152 | 119,897,603 | | Mr. Klarich | — | — | — |

  143. Nonqualified Deferred Compensation

    (1)Represents the value of the RSUs and/or PSUs that vested and were deferred by our NEOs in fiscal 2026. The value of each vested deferred award is based on the closing price of the Company’s common stock on the relevant vest date. No portion of the amount for any NEO is included as compensation for fiscal 2026 in the Fiscal 2026 Summary Compensation Table. (i)For Mr. Arora, this amount represents the value of 1,185,721 PSUs legally granted to him in fiscal 2023, a portion of which was included in the amounts reported in the Stock Award column of the Summary Compensation Table for each of fiscal 2023, fiscal 2024, and fiscal 2025. (ii)For Mr. Golechha, this amount represents the value of 140,410 PSUs legally granted to him in fiscal 2023, a portion of which was included in the amounts reported in the Stock Award column of the Summary Compensation Table for each of fiscal 2023, fiscal 2024, and fiscal 2025. (iii)For Mr. Jenkins, this amount represents the value of 3,828 RSUs granted to him in fiscal 2022, which were included in the amount reported in the Stock Award column of the Summary Compensation Table for fiscal 2022. (2)Represents the net increase in the value of the shares underlying our NEOs’ vested deferred RSUs and/or PSUs during our fiscal 2026. No portion of the amount for any NEO is included as compensation for fiscal 2026 in the Fiscal 2026 Summary Compensation Table. (3)Represents the aggregate value of the vested deferred RSUs and/or PSUs held by our NEOs as of July 31, 2026. The value of each vested deferred RSU and PSU is based on the closing market price of our common stock on Nasdaq on July 31, 2026, which was $331.83. Executive Employment Agreements We have entered into employment offer letters with each of our NEOs in connection with his or her commencement of employment with us. In December 2011, we entered into confirmatory new employment letters with Messrs. Klarich and Zuk to achieve consistency in the employment terms and conditions of our then-serving executive officers. In February 2022, we entered into addendums to the offer letters of Messrs. Jenkins and Golechha to achieve consistency in the employment terms and conditions of our then-serving executive officers. Effective August 2020, in connection with Mr. Zuk’s relocation to Israel, Mr. Zuk entered into an employment agreement with one of our Israel subsidiaries. Effective July 2025, in connection with Mr. Zuk’s relocation to the United States, Mr. Zuk entered into an amended and restated employment letter, and in connection with his voluntary resignation in August 2025, Mr. Zuk entered into a continued service agreement with the Company under which Mr. Zuk agreed to continue to provide certain transitional and advisory services to the Company. In January 2026, Mr. Zuk voluntarily terminated his continued service agreement. For more information regarding Mr. Zuk’s

  144. Nonqualified Deferred Compensation

    | 2026 Proxy Statement | | 113 |

  145. Nonqualified Deferred Compensation

    continued service agreement, see the section titled “Executive Compensation—Executive Compensation Policies and Practices—Post-Employment Compensation.” Each of our NEOs, other than Mr. Zuk due to his separation of service from the Company, is eligible to receive certain severance payments and/or benefits in connection with his or her termination of employment under various circumstances, including following a change in control, pursuant to written severance and change in control arrangements. These severance payments and/or benefits under these arrangements were superseded in August 2026, by the Executive Change in Control and Severance Policy described below. For a summary of the material terms and conditions of these prior arrangements, which were in effect at the end of fiscal 2026, as well as an estimate of the potential payments and benefits payable under these prior arrangements, see the descriptions below, including under the sections titled “—Termination of Employment and Potential Payments Unrelated to a Change in Control” and “—Termination of Employment and Potential Payments in Connection with a Change in Control.” NEOs are also eligible to receive any benefits accrued under our broad-based benefit plans, such as accrued vacation pay, in accordance with those plans and policies. Executive Change in Control and Severance Policy On August 20, 2026, our Board, on the recommendation of our Compensation and People Committee following consultation with Meridian, approved an Executive Change in Control and Severance Policy (the “CIC/Severance Policy”). The CIC/Severance Policy is designed to provide certain protections to selected participants, including our NEOs, 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. Our Board adopted the CIC/Severance Policy to align with market practices as well as standardize the relevant benefits. All of our current NEOs are participants in the CIC/Severance Policy, which is summarized below. Mr. Zuk is not a current employee of the Company and, accordingly, is not eligible to participate in the CIC/Severance Policy.

  146. Termination of Employment and Potential Payments Unrelated to a Change in Control

    Termination of Employment and Potential Payments Unrelated to a Change in Control Under the CIC/Severance Policy, which went into effect in August 2026, if an executive officer’s employment is terminated by the Company other than for “cause,” death or “disability” (each, as defined in the CIC/Severance Policy) outside of the period beginning three months prior to a change in control and ending 12 months (or 18 months for our 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 and continued compliance with restrictive covenants that are applicable to the executive, the executive will receive: •(i) salary severance payable in ratable installments over 12 months in accordance with the Company’s regular payroll practices equal to 100% of the executive’s base salary; •(ii) cash incentive severance in the form of a lump sum payments equal to the sum of (a) the executive’s annual target cash incentive compensation opportunity, prorated based on the number of days elapsed in the fiscal year in which the termination occurs through the date of termination, minus the amount of any actual cash incentive award paid to the executive for a semi-annual performance period that occurs during such fiscal year and (b) to the extent the cash incentive award for the prior fiscal year has not been paid as of the date of termination of employment, 100% of the executive’s annual target cash incentive compensation opportunity for such prior fiscal year minus the amount of any actual cash incentive award paid to the executive for a semi-annual performance period that occurs during such fiscal year; •(iii) health benefit severance in the form of a lump sum payment equal to 12 months multiplied by the monthly COBRA premium required to continue group health, dental and vision coverage for the executive and their covered eligible dependents; and •(iv) unless otherwise provided by our Compensation and People Committee at the time of grant, vesting acceleration for any time-based equity awards that otherwise would have vested during the 12 month period following the termination had the executive remained employed with the Company during such period, with equity awards subject to performance-based vesting conditions remaining outstanding and vesting, as to the portion of the award that

  147. Termination of Employment and Potential Payments Unrelated to a Change in Control

    | 114 | | 2026 Proxy Statement |

  148. Termination of Employment and Potential Payments Unrelated to a Change in Control

    otherwise would have vested during the 12 month period following the termination had the executive remained employed with the Company during such period, based on actual achievement of the performance criteria upon the completion of the applicable performance period. Please refer to the section below titled “—Termination of Employment and Potential Payments in Connection with a Change in Control—Definitions Under CIC/Severance Policy” for a summary of the meaning of “cause” and “change in control” under the CIC/Severance Policy. Before the CIC/Severance Policy went into effect in August 2026, under the terms of the prior severance and change in control arrangement, (a) the Non-CIC Period applicable to Mr. Arora was any time prior to a “change in control” and more than 12 months following a “change in control” and (b) Mr. Arora was not eligible for the cash incentive severance or the equity vesting treatment contemplated under the CIC/Severance Policy. In addition, before the CIC/Severance Policy went into effect, none of our NEOs other than Mr. Arora were eligible to receive any specific payments or benefits in the event of an involuntary termination of employment unrelated to a “change in control”.

  149. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT UNRELATED TO A CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT UNRELATED TO A CHANGE IN CONTROL The following table summarizes the potential payments to Mr. Arora upon a termination of employment unrelated to a change in control assuming such termination of employment occurred on July 31, 2026 under the terms of his prior severance and change in control arrangement, which is before the CIC/Severance Policy went into effect.

  150. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT UNRELATED TO A CHANGE IN CONTROL

    | Named Executive Officer | Base Salary ($) | Bonus ($) | COBRA ($) | Equity Awards | | Total | | Mr. Arora | $1,000,000 | $— | $39,509 | | $— | $1,039,509 |

  151. POTENTIAL PAYMENTS IN CONNECTION WITH TERMINATION OF EMPLOYMENT DUE TO DEATH

    POTENTIAL PAYMENTS IN CONNECTION WITH TERMINATION OF EMPLOYMENT DUE TO DEATH In August 2023, we adopted the Survivor Benefit Policy, which provides that if an individual’s death occurs while the individual is providing services as an employee to the Company or any subsidiary of the Company, all of the equity awards (other than equity awards issued in accordance with or subject to the provisions of the Israel Income Tax Ordinance and its applicable rules, regulations, orders or procedures (the “ITO”)) that the individual holds as of the date of death will be accelerated in accordance with the terms of the Survivor Benefit Policy. With respect to performance-based vesting terms that accelerate under the terms of the policy (unless otherwise specified in an award agreement, a Company policy that applies to the employee, a determination made by the Company, our Board, or our Compensation and People Committee before the employee’s death, or a written agreement with the employee), all performance goals or other vesting criteria are assumed achieved at 100% of target levels and any relative TSR modifier (or similar modifiers) are deemed not to impact the relevant award. The terms of the Survivor Benefit Policy were extended to our Israel-based employees beginning for new equity awards made to such employees (in accordance with or subject to the ITO) from and after April 2024. Accordingly, since April 2024, the terms of the Survivor Benefit Policy apply to all our employees, including our NEOs. The short-term incentive plan adopted by our Compensation and People Committee for all employees not paid commissions, including NEOs (collectively, “eligible employees”), also provides that, if an employee (i) did not elect to defer any portion of their short-term incentive plan payouts under our deferred compensation plan (described in the section “—Nonqualified Deferred Compensation”) and (ii) at the time of the employee’s death, was an eligible employee, then the eligible employee’s estate or beneficiary(ies) would be entitled to receive a prorated portion of the short-term incentive plan payout. The amount payable is the amount that the eligible employee would have otherwise been entitled to receive for the fiscal half in which the eligible employee’s death occurred based on the eligible compensation earned while such eligible employee was alive and an eligible employee, assuming the employee’s individual performance results in a short-term incentive plan payout at target levels and, to the extent the funding of the short-term incentive plan for that fiscal half had not yet been determined at the time of the employee’s death, assuming the short-term incentive plan was funded at 100% of the target funding amount for that fiscal half. If the actual funding percentage for the short-term incentive plan has been determined at the time of the employee’s death, then the actual funding percentage will apply. The amount payable is prorated based on the number of days the relevant employee was alive and an eligible employee during the semi-annual period. If an employee’s death occurs during a fiscal half but before the short-term incentive payout has been made for the

  152. POTENTIAL PAYMENTS IN CONNECTION WITH TERMINATION OF EMPLOYMENT DUE TO DEATH

    | 2026 Proxy Statement | | 115 |

  153. POTENTIAL PAYMENTS IN CONNECTION WITH TERMINATION OF EMPLOYMENT DUE TO DEATH

    prior fiscal half, then the deceased employee’s estate or beneficiary(ies) would be entitled to receive both the fully earned payment for such prior fiscal half and the pro-rated payment for the fiscal half in which the eligible employee’s death occurred. For more information regarding our short-term incentive plan, please see the section above titled “—Compensation Discussion and Analysis—Fiscal 2026 Executive Compensation Program—Fiscal 2026 Executive Compensation Program Components—Short-Term Incentive Compensation.” The following table summarizes the potential value of payments to our NEOs upon their death.

  154. POTENTIAL PAYMENTS IN CONNECTION WITH TERMINATION OF EMPLOYMENT DUE TO DEATH

    | | | Value of Accelerated Equity Awards ($) | Total ($) | | Named Executive Officer | Bonus ($)(1) | Restricted Stock and Restricted Stock Units(2) | | | Mr. Arora | 500,000 | 644,936,160 | 645,436,160 | | Mr. Golechha | 300,000 | 85,108,422 | 85,408,422 | | Mr. Jenkins | 375,000 | 85,108,422 | 85,483,422 | | Mr. Klarich | 275,000 | 52,021,985 | 52,296,985 | | Mr. Zuk(3) | — | — | — |

  155. POTENTIAL PAYMENTS IN CONNECTION WITH TERMINATION OF EMPLOYMENT DUE TO DEATH

    (1)The amounts reported in this column assume the relevant NEO’s date of death is the last day of our fiscal 2026. (2)The amounts reported in this column reflect the aggregate market value of the unvested shares of our common stock underlying eligible outstanding RSUs and PSUs (in the case of PSUs, with all performance goals or other vesting criteria deemed achieved at 100% of target levels but any multipliers based on total shareholder return or otherwise deemed to not impact the PSUs). The aggregate market value is computed by multiplying (i) the number of unvested shares of our common stock subject to the outstanding RSUs and PSUs that would become vested by (ii) $331.83, which was the closing market price of our common stock on Nasdaq on July 31, 2026. (3)Mr. Zuk resigned from his director and employment roles with the Company in August 2025, and ceased to be eligible for the potential payments described in this section.

  156. Termination of Employment and Potential Payments in Connection with a Change in Control

    Termination of Employment and Potential Payments in Connection with a Change in Control Under the CIC/Severance Policy, which went into effect in August 2026, if an executive’s employment is terminated by the Company other than for “cause”, death or “disability”, or by the executive for “good reason” (each, as defined in the CIC/Severance Policy) during the period beginning three months prior to a change in control and ending 12 months (or 18 months for our CEO) following a change in control, then subject to the executive’s timely execution and non-revocation of a separation agreement and release of claims with the Company and continued compliance with restrictive covenants that are applicable to the executive, the executive will receive: •(i) salary severance in the form of a lump sum payment equal to 150% of the executive’s base salary (200% in the case of our CEO); •(ii) cash incentive severance in the form of a lump sum payment equal to 150% of the executive’s annual target cash incentive compensation opportunity (200% in the case of our CEO); •(iii) health benefit severance in the form of a lump sum payment equal to 18 months (24 months in the case of our CEO) multiplied by the monthly COBRA premium required to continue group health, dental and vision coverage for the executive and their eligible dependents; and •(iv) vesting acceleration as to 100% of any equity awards that are outstanding and unvested, provided that the treatment of the performance conditions for awards that are subject to performance-based vesting conditions will be as set forth in the individual award agreement. Before the CIC/Severance Policy went into effect, our CEO was eligible to receive the same payments and benefits described above under the terms of the prior severance and change in control arrangement, except that: •(i) the CIC Period applicable to our CEO was the 12 months after a “change in control”; •(ii) the amount payable for premiums for continued COBRA benefits was for a period of 12 months;

  157. Termination of Employment and Potential Payments in Connection with a Change in Control

    | 116 | | 2026 Proxy Statement |

  158. Termination of Employment and Potential Payments in Connection with a Change in Control

    •(iii) his applicable percentage was 100% for purposes of the current annual base salary and incentive compensation severance components; and •(iv) he was not eligible for the equity vesting treatment contemplated under the CIC/Severance Policy. Before the CIC/Severance Policy went into effect, each of Messrs. Golechha, Jenkins, and Klarich were entitled to receive the same payments and benefits described above, except that: •(i) the applicable CIC Period was the 12 months after a “change in control”; •(ii) their applicable percentage was 100% for purposes of the base salary and target incentive compensation severance components; •(iii) the amount payable for premiums for continued COBRA benefits was for a period of 12 months; and •(iv) accelerated vesting was limited to time-based vesting awards (12 months vesting for Messrs. Golechha and Jenkins and the greater of (x) 12 months vesting and (y) 50% of the then-unvested portion of time-based equity awards for Mr. Klarich). Mr. Zuk retired from the Company in August 2025, and ceased being eligible for any potential payments of the type described in this section.

  159. POTENTIAL PAYMENTS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL The following table summarizes the potential payments to our NEOs upon a termination of employment in connection with a change in control assuming such termination of employment occurred on July 31, 2026 under the terms of their prior severance and change in control arrangements, which is before the CIC/Severance Policy went into effect.

  160. POTENTIAL PAYMENTS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL

    | | Salary Continuation ($) | Target Annual Cash Bonus ($) | Value of Accelerated Equity Awards ($) | Value of Continued Health Care Coverage Premiums ($) | | | Named Executive Officer | | | Restricted Stock and Restricted Stock Units | | Total ($) | | Mr. Arora | 1,000,000 | 1,000,000 | — | 39,509 | 2,039,509 | | Mr. Golechha | 600,000 | 600,000 | — | 39,950 | 1,239,950 | | Mr. Jenkins | 750,000 | 750,000 | — | 39,950 | 1,539,950 | | Mr. Klarich | 550,000 | 550,000 | — | 39,509 | 1,139,509 | | Mr. Zuk(1) | — | — | — | — | — |

  161. POTENTIAL PAYMENTS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL

    (1)Mr. Zuk resigned from his director and employment roles with the Company in August 2025, and ceased to be eligible for the potential payments described in this section.

  162. Pay vs. Performance Table

    Pay vs. Performance Table

  163. Pay vs. Performance Table

    | | Summary Comp Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Comp Table Total for Non- PEO NEOs(2) | Average Compensation Actually Paid to Non- PEO NEOs(4) | Value of initial fixed $100 investment based on | | Net Income (Loss) (in millions)(7) | Company Selected Measure: Annual NGS ARR (in billions)(8) | | Year(1) | | | | | Company TSR(5) | Peer Group TSR(6) | | | | 2026 | $80,270,519 | $813,879,588 | $16,053,492 | $100,647,684 | $498.93 | $252.91 | $306.6 | 9.1 | | 2025 | $99,736,336 | $267,474,290 | $23,541,480 | $61,685,286 | $261.02 | $200.37 | $1,133.9 | 5.6 | | 2024 | $58,036,875 | $105,275,811 | $16,323,792 | $14,485,907 | $244.13 | $162.04 | $2,577.6 | 4.2 | | 2023 | $151,425,203 | $266,368,755 | $12,145,914 | $31,768,696 | $187.92 | $119.86 | $439.7 | 3.0 | | 2022 | $10,410,477 | $208,514,831 | $8,058,186 | $56,805,285 | $125.07 | $94.49 | $-267.0 | 1.9 |

  164. Pay vs. Performance Table

    (1)During each of the years presented, our PEO was Nikesh Arora. During each of the years presented, our non-PEO NEOs were Dipak Golechha, William “BJ” Jenkins, Lee Klarich, and Nir Zuk. (2)Amounts reported in this column represent (i) the total compensation, as reported in the Summary Compensation Table in our annual Proxy Statement (“SCT”), for the applicable year for Mr. Arora and (ii) the average of the total compensation, as reported in the SCT in our annual Proxy Statement, for the applicable year for our non-PEO NEOs. (3)“Compensation actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The table below sets forth the adjustments made during our fiscal 2026 presented in the table to calculate the “Compensation Actually Paid” to our PEO, Mr. Arora, for fiscal 2026.

  165. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with SEC rules, the charts below illustrate how “compensation actually paid” (CAP) to our NEOs aligns with our Company’s financial performance as measured by our total shareholder return, our peer group total shareholder return, our net income, and NGS ARR. CAP vs. TSR

  166. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2026 Proxy Statement | | 121 |

  167. Relationship Between “Compensation Actually Paid” and Performance Measures

    CAP vs. Net Income (Loss) CAP vs NGS ARR

  168. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 122 | | 2026 Proxy Statement |

  169. Relationship Between “Compensation Actually Paid” and Performance Measures

    Executive Officers The following table identifies certain information about our executive officers as of October 9, 2026. Officers are appointed by our board of directors to hold office until their successors are elected and qualified.

  170. Relationship Between “Compensation Actually Paid” and Performance Measures

    | Name | Age | Position(s) | | Nikesh Arora | 58 | Chief Executive Officer and Chairman | | Dipak Golechha | 52 | Executive Vice President and Chief Financial Officer | | William “BJ” Jenkins | 60 | President | | Lee Klarich | 51 | Chief Product and Technology Officer and Director |

  171. Relationship Between “Compensation Actually Paid” and Performance Measures

    Nikesh Arora. For a brief biography of Mr. Arora, please see “Proposal No. 1—Election of Directors—Directors—Nominee Directors.” Dipak Golechha has served as our Chief Financial Officer since March 2021. Mr. Golechha joined the Company in December 2020 as Senior Vice President, Finance. Prior to joining the Company, from August 2020 until December 2020, Mr. Golechha served as senior advisor at Boston Consulting Group, a management consulting firm. From December 2016 to April 2020, Mr. Golechha was President and Chief Executive Officer of Excelligence Learning Corporation, a tech-enabled platform company in early childhood education. From August 2014 through July 2016, Mr. Golechha served as the chief financial officer of NBTY Inc., also known as The Nature’s Bounty Company, a manufacturer of vitamins, minerals and health supplements. During 2014, Mr. Golechha served as the chief financial officer of Chobani, a yogurt company. Prior to Chobani, Mr. Golechha worked at The Procter & Gamble Company, an American multinational consumer goods corporation, for 18 years, most recently serving as chief financial officer / chief operating officer of the Global Feminine Care / Adult Care Division from August 2012 to December 2013. Mr. Golechha holds a bachelor’s degree and a master’s degree from St. John’s College, Cambridge University in Economics. William “BJ” Jenkins has served as our President since August 2021. Prior to joining the Company, Mr. Jenkins served as President and CEO of Barracuda Networks, Inc., a computer security and data storage company, from November 2012 through July 2021. Prior to this position, Mr. Jenkins held multiple business unit and sales and marketing leadership roles at EMC Corporation, a provider of enterprise storage systems, software, and networks. Mr. Jenkins holds an engineering degree from the University of Illinois and an M.B.A. from Harvard Business School. Lee Klarich For a brief biography of Mr. Klarich, please see “Proposal No. 1—Election of Directors—Directors—Continuing Directors.”

  172. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2026 Proxy Statement | | 123 |

  173. Relationship Between “Compensation Actually Paid” and Performance Measures

    Equity Compensation Plan Information We currently maintain three primary equity compensation plans that have been approved by our shareholders and provide for the issuance of shares of our common stock to our officers and other employees, directors, and consultants: our 2012 Equity Incentive Plan (which was replaced by our 2021 Equity Incentive Plan and is no longer used to grant new equity awards), our 2021 Equity Incentive Plan, and our 2012 Employee Stock Purchase Plan. We have also assumed certain equity compensation plans in connection with our acquisitions, which have not been approved by our shareholders. The following table provides information as of July 31, 2026, with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

  174. Relationship Between “Compensation Actually Paid” and Performance Measures

    | Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3) | | | Equity compensation plans approved by shareholders(1) | 25,888,714 | $— | | 76,902,240 | | Equity compensation plans not approved by shareholders(2) | — | $— | | — | | Total | 25,888,714 | | | 76,902,240 |

  175. Relationship Between “Compensation Actually Paid” and Performance Measures

    (1)Includes the following plans: the 2012 Equity Incentive Plan; 2021 Equity Incentive Plan; and 2012 Employee Stock Purchase Plan (“2012 ESPP”). Our 2012 ESPP provides that on the first day of each fiscal year beginning with fiscal 2014 the number of shares authorized for issuance under the 2012 ESPP is automatically increased by a number equal to the lesser of (i) 12,000,000 shares of common stock, (ii) one percent (1.0%) of the number of shares of common stock outstanding on such date, or (iii) an amount determined by our board of directors or a duly authorized committee of our board of directors. (2)Does not include 2,836,829 shares of common stock issuable pursuant to awards granted under various plans assumed in connection with acquisitions of other companies, consisting of the following plans: the RedLock Inc. 2015 Stock Plan, as amended; the Cider Security Ltd. 2020 Equity Incentive Plan, as amended; the CyberArk Software Ltd. 2014 Share Incentive Plan, as amended; and the CyberArk Software Ltd. 2024 Share Incentive Plan, as amended. Of this amount, 1,107 shares are issuable upon exercise of outstanding stock options with a weighted-average exercise price of $54.53 per share. No shares remain available for future issuance under any of these acquired plans. (3)For our equity compensation plans approved by shareholders, this amount consists of 46,506,383 shares available under our 2012 ESPP, and 30,395,857 shares available under our 2021 Equity Incentive Plan.

  176. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 124 | | 2026 Proxy Statement |

  177. Relationship Between “Compensation Actually Paid” and Performance Measures

    | | PROPOSAL NO. 4 Amendment to Our 2021 Equity Incentive Plan | | | We are asking our shareholders to approve an amendment to our 2021 Equity Incentive Plan (“2021 Plan”) to increase the number of shares of our common stock (“Shares”) reserved for issuance under the 2021 Plan by 15,000,000 Shares. Other than this increase, no changes are proposed to be made to the 2021 Plan. |

  178. Relationship Between “Compensation Actually Paid” and Performance Measures

    Why Should Shareholders Vote to Approve the Amendment to the 2021 Plan? The Amendment to the 2021 Plan Will Allow Us to Continue Attracting and Retaining the Best Talent Our Board believes that our success depends on the ability to attract and retain the best available personnel for positions of substantial responsibility and that the ability to grant equity awards is crucial to recruiting and retaining the services of these individuals. In addition, our Board believes that equity awards provide additional incentive to our employees, directors, and consultants and promote our success. Without a motivated and dedicated workforce, we could not deliver the strong performance we experienced in fiscal 2026 (as described elsewhere in this Proxy Statement). If shareholders do not approve the amendment to the 2021 Plan at the Annual Meeting, we may be unable to continue granting equity awards as needed, which could prevent us from successfully attracting and retaining the highly skilled talent we need. A Principled and Disciplined Approach The Compensation and People Committee has adopted a principled and disciplined approach to increasing the shares reserved for issuance under our 2021 Plan, which we believe aligns with best practices. This approach consists of the following principles: •Share requests should align with our commitments to reduce stock-based compensation expense as a percentage of revenue. •Share reserves should be sufficient to cover one and a half to two years of grants, which the Committee believes is aligned with best practices and provides the Company with a reasonable buffer in case of extraordinary circumstances (e.g., stock price volatility, changes in hiring, acquisitions of other companies, etc.). •Share requests should be subject to shareholder approval on an annual basis, which the Committee believes provides transparency to our shareholders and more flexibility to manage our needs. A Reasonable Number of Shares Will Be Added to the 2021 Plan If our shareholders approve the amendment to the 2021 Plan, 15,000,000 Shares will be added to the maximum number of Shares that may be issued under the 2021 Plan. We anticipate these Shares will be enough to meet our expected needs for the next one to two years. •Number of Shares Remaining under the 2021 Plan. As of October 9, 2026, 26,029,643 Shares remained available for grant under the 2021 Plan. •Overhang. As of October 9, 2026, outstanding equity awards under our 2012 Plan and the 2021 Plan covered 27,447,867 Shares which represented approximately 3.4% of our outstanding Shares as of that date, and the outstanding equity awards under all our equity plans, including those assumed by the Company through acquisitions, covered 30,053,915 Shares, which represented approximately 3.7% of our outstanding Shares as of that date. For the purposes of the Shares described in the prior sentence, PSUs are assumed to cover the maximum number of Shares that may be earned and issued with respect to the PSUs over their full term. •Historical Grant Practices. In fiscal 2024, 2025 and 2026, we granted equity awards (excluding equity awards we have assumed in acquisitions) covering 12.6 million, 9.6 million, and 11.7 million Shares, respectively, for equity awards

  179. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2026 Proxy Statement | | 125 |

  180. Relationship Between “Compensation Actually Paid” and Performance Measures

    covering a total of approximately 33.9 million Shares over that three-year period. For the purposes of the shares described in the prior sentence, PSUs are assumed to cover the maximum number of Shares that may be earned and issued with respect to the PSUs over their full term. •Forecasted Grants. To determine how long the Shares to be added to the 2021 Plan will enable us to make grants of equity awards, our Compensation and People Committee and our Board reviewed a forecast that considered these factors: (i) the remaining number of Shares available for future grants under the 2021 Plan and (ii) forecasted future grants, with the future grant amounts determined based on assumptions regarding our stock price and the competitive dollar value to be delivered to the grant recipient. ◦Because we generally determine the size of equity awards to be granted based on the value of the award, if the stock price used to determine the number of Shares subject to an award differs significantly from the stock price assumed in the forecast (which was $300.00 per share to $400.00 per share), our actual Share usage will deviate significantly from our forecasted Share usage. For example, if our stock price used to determine the number of Shares subject to an award is lower than the stock prices assumed in the forecast, we would need a larger number of Shares than anticipated to deliver the same intended value to participants. We Have Used Our Equity Plans Responsibly In response to the feedback that we have received from our shareholders over the past several years, the Compensation and People Committee has undertaken a concerted program of reducing our annual stock-based compensation expense as a percentage of revenue. The graph below illustrates our total stock-based compensation expense for fiscal years 2022 through 2026, including as a percentage of total revenue, as well as the portion of our stock-based compensation expense that is not attributable to replacement shares and equity awards we issued or assumed in connection with our acquisitions in each period shown, including as a percentage of total revenue . The increase in stock-based compensation as a percentage of total revenue in fiscal 2026 was primarily drive by the Company’s acquisition activity during fiscal 2026.

  181. Relationship Between “Compensation Actually Paid” and Performance Measures

    | | |

  182. Relationship Between “Compensation Actually Paid” and Performance Measures

    We recognize the dilutive impact of our equity compensation on our shareholders and continuously strive to balance this concern with the competition for talent. In the process it used to determine the number of Shares to be added to the 2021 Plan, our Compensation and People Committee and Board reviewed analyses prepared by Meridian Compensation Partners, our independent compensation consultant, which included analysis of the burn rate and overhang metrics discussed below. If approved, the Shares added to the 2021 Plan would represent approximately 1.8% of our 818,771,631 outstanding Shares as of October 9, 2026. Our Board believes the potential dilution to shareholders is reasonable and sustainable to meet our business goals.

  183. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 126 | | 2026 Proxy Statement |

  184. Relationship Between “Compensation Actually Paid” and Performance Measures

    Gross burn rate can be used by some to assess a company’s use of equity compensation. Gross burn rate is defined as the number of shares underlying equity awards granted in a given fiscal year (excluding any equity awards we have assumed in connection with our merger and acquisition activity) divided by the number of shares of weighted average common stock outstanding (“CSO”). Potential actual dilution to shareholders is often measured by analyzing the net burn rate. Net burn rate is defined as (i) the number of shares underlying equity awards granted in a given fiscal year (excluding any equity awards we have assumed in connection with our merger and acquisition activity) minus shares subject to outstanding equity awards forfeited during the year and returned to the plan divided by (ii) CSO. This measure indicates the rate at which we actually create potential future shareholder dilution. We have managed our net burn rate to 1.4% in fiscal 2024, 0.6% in fiscal 2025, and 1.0% in fiscal 2026, which represents an average of 1.0% over that three-year period. The following table shows our gross and net burn rate over the past three fiscal years and the average CSO of those three years.

  185. Relationship Between “Compensation Actually Paid” and Performance Measures

    | | | | | | | | | in millions | Fiscal 2024 | Fiscal 2025 | Fiscal 2026 | Average | | | Performance-based stock options (“PSOs”) granted | — | — | — | — | | | PSOs earned | — | — | — | — | | | RSUs granted(1) | 8.3 | 5.8 | 8.3 | 7.5 | | | PSUs granted(2) | 4.3 | 3.8 | 3.4 | 3.8 | | | PSUs earned | 3.2 | 1.2 | 3.0 | 2.5 | | | Total awards granted(3) | 12.6 | 9.6 | 11.7 | 11.3 | | | Weighted average common stock outstanding | 638.5 | 662.5 | 749.4 | 683.5 | | | Gross Burn Rate | 2.0% | 1.5% | 1.6% | 1.7% | | | Forfeitures of Options | — | — | — | — | | | Forfeitures of PSOs | — | — | — | — | | | Forfeitures of PSUs and time-based RSUs | 3.8 | 5.4 | 4.1 | 4.4 | | | Net Burn Rate | 1.4% | 0.6% | 1.0% | 1.0% | | | (1)Excludes approximately 0.2 million, 0.2 million, and 6.9 million equity awards assumed in acquisitions in each of fiscal 2024, fiscal 2025, and fiscal 2026, respectively. (2)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. (3)Includes time-based RSUs and PSUs granted. | | | | |

  186. Relationship Between “Compensation Actually Paid” and Performance Measures

    The 2021 Plan Includes Compensation and Governance Best Practices The 2021 Plan includes provisions considered best practices for compensation and corporate governance purposes. These provisions protect our shareholders’ interests: •Administration. The 2021 Plan is administered by our Compensation and People Committee, which consists entirely of independent non-employee directors. •Repricing is Not Allowed without Shareholder Approval. The 2021 Plan does not permit awards to be repriced or exchanged for other awards unless shareholders approve the repricing or exchange. •No Single-Trigger Vesting Acceleration upon a Change in Control for Employees and Consultants. Awards under the 2021 Plan will be treated in a change in control (as defined in the 2021 Plan) in the manner determined by the administrator, and except for awards granted to our non-employee directors for their service as non-employee

  187. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2026 Proxy Statement | | 127 |

  188. Relationship Between “Compensation Actually Paid” and Performance Measures

    directors, the terms of the 2021 Plan provide for no automatic vesting of awards upon a change in control unless the award is not assumed or substituted. •Limited Transferability. Awards under the 2021 Plan generally may not be sold, assigned, hypothecated, transferred, or disposed of in any manner, unless otherwise approved by the administrator (on such terms as the administrator deems appropriate) or required by applicable laws. •No Tax Gross-ups. The 2021 Plan does not provide for any tax gross-ups. •Forfeiture Events. Each award under the 2021 Plan and any other incentive compensation paid to a participant is subject to our clawback policy that was in effect when the 2021 Plan was originally adopted and any clawback policy that we establish or amend to comply with applicable laws, and the administrator may require a participant to forfeit, return, or reimburse all or a portion of the award or other compensation and any amounts paid under the award or other compensation to comply with such clawback policy or applicable laws. •Reasonable Annual Limits on Non-Employee Director Compensation. The 2021 Plan sets limits as to the total compensation that non-employee directors may receive (for service as a non-employee director) during each fiscal year. •No Dividends on Unvested Awards. No dividends or other distributions may be paid with respect to any Shares underlying the unvested portion of an award. •Limited Share Recycling from the 2012 Plan. Our Board amended the 2021 Plan in August 2025 to eliminate the ability to recycle shares from the 2012 Equity Incentive Plan (“2012 Plan”) that are tendered to, or withheld by, the Company for payment of an exercise price or for tax withholding obligations, such that recycling is only permitted for awards previously granted under the 2012 Plan that have expired or terminated without being exercised in full or are forfeited to or repurchased by the Company due to failure to vest. Our executive officers and directors have an interest in the approval of the amendment to the 2021 Plan because they are eligible to receive equity awards under the 2021 Plan.

  189. Relationship Between “Compensation Actually Paid” and Performance Measures

    | | | REQUIRED VOTE The approval of the amendment to our 2021 Plan requires the affirmative vote of a majority of the voting power of the shares present virtually or by proxy at the Annual Meeting and entitled to vote thereon. You may vote “for,” “against,” or “abstain” with respect to this proposal. Abstentions are considered votes present and entitled to vote on this proposal, and thus will have the same effect as votes “against” this proposal. Broker non-votes will have no effect on the outcome of this proposal. | | | | | | Recommendation of the Board The Board recommends that you vote “FOR” the approval of the amendment to the 2021 Equity Incentive Plan to increase the number of Shares reserved for issuance under the 2021 Equity Incentive Plan. |

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    Summary of the 2021 Plan The following paragraphs summarize the principal features of the 2021 Plan, as amended, and its operation. However, this summary is not a complete description of the provisions of the 2021 Plan and is qualified in its entirety by the specific language of the 2021 Plan. A copy of the 2021 Plan is provided as Appendix B to this Proxy Statement. Purpose of the 2021 Plan The purpose of the 2021 Plan is to attract and retain the best available personnel for positions of substantial responsibility, provide additional incentive to employees, directors, and consultants, and promote the success of our business. These incentives can be provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares. Shares Available for Issuance Subject to the adjustment provisions in the 2021 Plan, the number of Shares reserved for issuance under the 2021 Plan is equal to (i) 64,370,000 Shares absent the amendment contemplated by this Proposal 4, and, if the amendment contemplated by this Proposal 4 is approved at the Annual Meeting, 79,370,000 Shares plus (ii) any Shares subject to awards previously granted under the 2012 Plan that, (A) on or after the date our shareholders initially approved the 2021 Plan through August 14, 2025, expired or otherwise terminated without having been exercised or issued in full, were tendered to or withheld by us for payment of an exercise price or for tax withholding obligations, or that were forfeited to or repurchased by us due to failure to vest; and (B) after August 14, 2025, expire or otherwise terminate without having been exercised or issued in full, or are forfeited to or repurchased by the us due to failure to vest, with the maximum number of shares to be added under the foregoing clause equal to 63,480,126 Shares. If we substitute equity awards for equity awards of acquired entities in connection with mergers, reorganizations, separations, or other transactions as described in the 2021 Plan, the grant of such substituted awards will not decrease the number of Shares available for issuance under the 2021 Plan. Shares may be authorized, but unissued, or reacquired common stock. If an award granted under the 2021 Plan expires or becomes unexercisable without having been exercised in full or is forfeited to or repurchased by us due to failure to vest, then the expired, unexercised, forfeited, or repurchased Shares subject to that award will become available for future grant or sale under the 2021 Plan. If an award of stock appreciation rights is exercised, the gross number of Shares underlying the portion of a stock appreciation right that is exercised will cease to be available under the 2021 Plan. Shares actually issued under the 2021 Plan under any award will not be returned to the 2021 Plan and will not become available for future grant or sale under the 2021 Plan; provided, however, that if Shares issued under awards of restricted stock, restricted stock units, performance shares or performance units are repurchased by us or are forfeited to us due to failure to vest, such Shares will become available for future grant under the 2021 Plan. Shares used to pay the exercise price of an award or to satisfy tax withholding obligations related to an award will not become available for future grant or sale under the 2021 Plan. If an award is paid in cash rather than Shares, such payment will not reduce the number of Shares available for issuance under the 2021 Plan. In the event of certain dividends or other distributions (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase or exchange of Shares or other securities or other change in the corporate structure affecting our Shares (other than ordinary dividends or other ordinary distributions), the 2021 Plan administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2021 Plan, will adjust the number and class of shares that may be delivered under the 2021 Plan, and/or the number, class and price of shares of stock subject to outstanding awards, and the award grant limitations discussed above. During the term of the 2021 Plan, we will at all times reserve and keep available a number of Shares sufficient to satisfy the requirements of the 2021 Plan. Limitations The 2021 Plan also provides that no non-employee director may be paid compensation for service as a non-employee director that, in the aggregate, exceeds $2,000,000 for any fiscal year of ours, increased to $4,000,000 for the non-employee director for our fiscal year in which he or she joins our Board as a non-employee director. For these purposes, compensation includes equity awards (including any awards issued under the 2021 Plan), with the value of such equity awards measured based on their grant date fair value (determined under U.S. generally accepted accounting principles), and any other compensation (such as cash retainers or fees) for director service. Any award granted to a participant while he or she was an employee or a consultant (other than a non-employee director) will not count for this limitation.

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  193. Relationship Between “Compensation Actually Paid” and Performance Measures

    Administration Our Board, any committee of individuals satisfying applicable laws appointed by our Board, or any duly authorized committee of our Board acts as the “administrator” of the 2021 Plan. Different administrators may administer the 2021 Plan with respect to different groups of service providers. Our Board has designated our Compensation and People Committee as an administrator of the 2021 Plan. To make grants to certain officers and key employees, the members of the committee must qualify as “non-employee directors” under Rule 16b-3 of the Exchange Act. Subject to the terms of the 2021 Plan, the administrator has the authority to make any determinations and perform any actions that it deems necessary or advisable to administer the 2021 Plan, such as the authority to: determine the fair market value of a Share, select the service providers who will receive awards; determine the number of Shares covered by each award and the terms of each award; approve forms of award agreements for use with the 2021 Plan; interpret, modify or amend each award (subject to the repricing restrictions of the 2021 Plan), including to accelerate vesting or waive forfeiture restrictions; interpret the 2021 Plan; and delegate ministerial duties to any of our employees. The administrator may allow a participant to defer the receipt of payment of cash or delivery of Shares otherwise due to such participant. The administrator may make rules and regulations relating to the 2021 Plan, including rules, regulations, and sub-plans to facilitate compliance with applicable non-U.S. laws, easing the administration of the 2021 Plan, and/or take advantage of tax-favorable treatment of awards granted to service providers outside the U.S., and may make all other determinations deemed necessary or advisable for administering the 2021 Plan. Eligibility All types of awards, other than incentive stock options, may be granted to our non-employee directors and to employees and individual consultants of ours or any parent or subsidiary corporation of ours. Incentive stock options may be granted only to employees of ours or any parent or subsidiary corporation of ours. As of July 31, 2026, we and our subsidiary entities had approximately 21,921 employees (inclusive of our two employee directors during fiscal 2026), approximately 16 individual consultants who received awards, and eight non-employee directors. Stock Options An option gives a participant the right to purchase a specified number of Shares for a fixed exercise price during a specified period. Each option granted under the 2021 Plan will be evidenced by an award agreement specifying the number of Shares subject to the option and the other terms of the option, consistent with the 2021 Plan. The exercise price per Share of each option may not be less than the fair market value of a Share on the date of grant (except, in the case of a nonstatutory stock option, as otherwise required by applicable laws). However, any incentive stock option granted to a person who at the time of grant owns stock representing more than 10% of the total combined voting power of all classes of our stock or any parent or subsidiary corporation of ours (a “ten percent shareholder”) must have an exercise price per Share equal to at least 110% of the fair market value of a Share on the date of grant. The aggregate fair market value of the Shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000. For this purpose, the fair market value of a Share is generally the closing sales price of our stock, as reported on the primary stock exchange on which it is traded. On October 9, 2026, the closing price of a Share on Nasdaq was $418.78. Options will be exercisable at such times or under such conditions as determined by the administrator and set forth in the award agreement. When a participant’s service ends, the unvested portion of the participant’s option generally expires. The vested portion of the option will remain exercisable for the period following the end of the participant’s service that was determined by the administrator and specified in the participant’s award agreement, and if no such period was specified in the award agreement, the vested portion of the option will remain exercisable for: (i) three months following the end of the participant’s service provider status for reasons other than death or disability or (ii) 12 months following the end of the participant’s service provider status due to death or disability. In addition, a participant’s award agreement may provide for an extension of the post-service exercise period if the participant’s service ends for reasons other than his or her death or disability and the exercise of the option following the termination of service would result in liability under Section 16(b) of the Exchange Act or would violate the registration requirements under the Securities Act. The term of an option will be specified in the award agreement, but the term of an incentive stock option may not be more than ten years (or five years for an incentive stock option granted to a ten percent shareholder).

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  195. Relationship Between “Compensation Actually Paid” and Performance Measures

    The administrator will determine the acceptable form(s) of consideration for exercising an option. An option will be deemed exercised when we receive the notice of exercise and full payment for the Shares to be exercised, together with any amounts necessary to satisfy withholding obligations for tax-related items. At any time after the grant of an option, the administrator has the discretion to accelerate the time at which the option will vest or become exercisable. Stock Appreciation Rights A stock appreciation right gives a participant the right to receive the appreciation in the value of a Share between the date an award is granted and the date it is exercised. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive an amount determined as the product of: (i) the difference between the fair market value of a Share on the date of exercise and the exercise price per Share and (ii) the number of Shares covered by the exercised portion of the stock appreciation right. We may pay that amount in cash, Shares, or a combination of both. Each stock appreciation right granted under the 2021 Plan will be evidenced by an award agreement specifying the exercise price and the other terms of the award. The exercise price per Share of each stock appreciation right may not be less than the fair market value of a Share on the date of grant, unless otherwise required by applicable laws. Stock appreciation rights will be exercisable at such times or under such conditions as determined by the administrator and set forth in the award agreement. The terms relating to the period of exercise of stock appreciation rights following the termination of a participant’s service are similar to those for options described above. At any time after the grant of a stock appreciation right, the administrator has the discretion to accelerate the time at which the stock appreciation right will vest or become exercisable. Restricted Stock Awards Awards of restricted stock are rights to acquire or purchase Shares that vest under the terms established by the administrator in its sole discretion. Unless the administrator provides otherwise, participants holding Shares of restricted stock will have voting rights with respect to such Shares without regard to vesting. After an award of restricted stock has been granted, the administrator has the discretion to reduce or waive any restrictions and to accelerate the time at which any restrictions will lapse or be removed. Restricted Stock Units A restricted stock unit represent a right to receive cash or Shares if the performance goals or other vesting criteria set by the administrator are achieved or the restricted stock unit otherwise vests. Each award of restricted stock units granted under the 2021 Plan will be evidenced by an award agreement specifying the number of Shares subject to the award and other terms of the award. The administrator may set vesting conditions based upon the achievement of Company-wide, divisional, business unit or individual goals (such as continued employment or service), applicable U.S. or non-U.S. federal or state securities laws, or any other basis determined by the administrator, in its discretion. After an award of restricted stock units has been granted, the administrator has the discretion to reduce or waive any restrictions or vesting criteria that must be met to receive a payout or to accelerate the time at which any restrictions will lapse or be removed. A participant will forfeit any unearned restricted stock units on the date specified in the participant’s award agreement. The administrator in its sole discretion may pay earned restricted stock units in cash, Shares, or a combination of both.

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  197. Relationship Between “Compensation Actually Paid” and Performance Measures

    Performance Units and Performance Shares Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. Performance units will have an initial value established by the administrator on or before the date of grant. Each performance share will have an initial value equal to the fair market value of a Share on the grant date. Performance units and performance shares will result in a payment to a participant only if the performance goals or other vesting criteria set by the administrator are achieved or the awards otherwise vest. Each award of performance units or performance shares granted under the 2021 Plan will be evidenced by an award agreement specifying the performance period and other terms of the award. The administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit or individual goals (such as continued employment or service), applicable U.S. or non-U.S. federal or state securities laws, or any other basis determined by the administrator, in its discretion. After an award of performance units or performance shares has been granted, the administrator has the discretion to accelerate, reduce or waive any performance objectives or other vesting provisions for such performance units or performance shares. The administrator has the discretion to pay earned performance units or performance shares in the form of cash, Shares (which will have an aggregate fair market value equal to the earned performance units or performance shares at the close of the performance period), or a combination of both. A participant will forfeit any performance units or performance shares not earned and not vested as of the date specified in the participant’s award agreement. Transferability of Awards Unless otherwise specified by the administrator or required by applicable laws, awards are not transferable other than by will or by the laws of descent or distribution. The administrator may permit an award to be transferred (i) under a domestic relations order, official marital settlement agreement, or other divorce or separation agreement, or (ii) to the extent permitted by Form S-8 under the Securities Act and any other applicable laws. Any individual or entity to whom an award is transferred will be subject to all of the terms and conditions applicable to the participant who transferred the award, including the terms and conditions in the 2021 Plan and the award agreement. If an award is unvested, then the service of the participant will continue to determine whether the award will vest and when it will terminate. Dissolution or Liquidation In the event of our proposed dissolution or liquidation, the administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. An award will terminate immediately prior to consummation of such proposed action to the extent the award has not been previously exercised. Merger or Change in Control The 2021 Plan provides that, in the event of a merger or change in control, each award will be treated as the administrator determines without a participant’s consent. The administrator will not be required to treat all awards, all awards held by a participant, all awards of the same type, or all portions of awards the same in the transaction. If the successor corporation does not assume or substitute for the award (or portion thereof), the participant will vest in and may exercise all of the participant’s outstanding options and stock appreciation rights (or portion thereof) that are not assumed or substituted for, and all restrictions on restricted stock, restricted stock units, performance shares and performance units (or portions thereof) that are not assumed or substituted will lapse. With respect to awards with performance-based vesting that are not assumed or substituted for, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all other terms met, in each case, unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant and us or any of our subsidiaries or parents, as applicable. In addition, if an option or stock appreciation right (or its applicable portion) is not assumed or substituted for, the administrator will notify the participant in writing or electronically that the option or stock

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  199. Relationship Between “Compensation Actually Paid” and Performance Measures

    appreciation right will be exercisable for a period of time determined by the administrator, in its sole discretion, and the option or stock appreciation right (or its applicable portion) will terminate upon the expiration of such period. For awards granted to each of our non-employee directors, in the event of a change in control, (i) the non-employee director will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, (ii) all restrictions on the non-employee director’s restricted stock and restricted stock units will lapse, and (iii) with respect to the non-employee director’s awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions will be deemed met, unless specifically provided otherwise under the applicable award agreement. Forfeiture Events Each award under the 2021 Plan and any other compensation paid or payable to a participant (including, but not limited to, equity awards issued outside of the 2021 Plan) will be subject to any clawback policy of ours, and the administrator also may specify in an award agreement that the participant’s rights, payments, and benefits regarding an award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events. An award will be subject to the Company’s clawback policy in effect when the award is granted and any other clawback policy of ours as established and/or amended from time to time (including without limitation pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act). The administrator may require a participant to forfeit, return, or reimburse all or a portion of the award and any amounts paid under the award to comply with such clawback policy or applicable laws. No recovery of compensation under a clawback policy or otherwise will constitute an event that triggers or contributes to any right of a participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with us or any of our parent or subsidiary corporations, unless the 2021 Plan provisions described in the prior paragraph specifically are mentioned and waived in an award agreement or other document. Termination or Amendment The administrator may amend, alter, suspend, or terminate the 2021 Plan at any time, provided that no amendment may be made without shareholder approval to the extent approval is necessary to comply with any applicable laws. No amendment, alteration, suspension, or termination may materially impair the rights of any participant with respect to his or her outstanding awards unless mutually agreed otherwise between the participant and the administrator. The 2021 Plan will continue until terminated by the administrator, but no incentive stock option may be granted after the tenth anniversary of the date the 2021 Plan was originally adopted by our Board. Notwithstanding the prior paragraph, the Administrator may amend the terms of any one or more awards without an affected participant’s consent even if it does materially impair the participant’s rights, subject to the limitations of applicable laws, if any, if such amendment is done (i) in a manner expressly permitted under the 2021 Plan; (ii) to maintain the qualified status of the award as an incentive stock option under Section 422 of the Code; (iii) to change the terms of an incentive stock option, if such change results in impairment of the award only because it impairs the qualified status of the award as an incentive stock option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the award into compliance with, Section 409A of the Code; or (v) to comply with other applicable laws. Summary of U.S. Federal Income Tax Consequences The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2021 Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change. The summary is not complete and does not discuss the tax consequences upon a participant’s death, or the income tax laws of any municipality, state, or non-U.S. country in which a participant may reside. Tax consequences for any particular participant may vary based on individual circumstances.

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  201. Relationship Between “Compensation Actually Paid” and Performance Measures

    Incentive Stock Options A participant recognizes no taxable income for regular income tax purposes because of the grant or exercise of an option that qualifies as incentive stock option under Section 422 of the Code. If a participant exercises the option and then later sells or otherwise disposes of the Shares acquired through the exercise the option after both the two-year anniversary of the date the option was granted and the one-year anniversary of the exercise, the participant will recognize a capital gain or loss equal to the difference between the sale price of the Shares and the exercise price. However, if the participant disposes of such Shares either on or before the two-year anniversary of the date of grant or on or before the one-year anniversary of the date of exercise (a “disqualifying disposition”), any gain up to the excess of the fair market value of the Shares on the date of exercise over the exercise price generally will be taxed as ordinary income, unless the Shares are disposed of in a transaction in which the participant would not recognize a loss (such as a gift). Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the Shares on the exercise date is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year of exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the Shares or provide certain basis adjustments or tax credits. Nonstatutory Stock Options A participant generally recognizes no taxable income as the result of the grant of a nonstatutory stock option. However, upon exercising the option with respect to any Shares, the participant normally recognizes ordinary income equal to the amount that the fair market value of such Shares on such date exceeds the exercise price for such Shares. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of the Shares acquired by exercising a nonstatutory stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss. Stock Appreciation Rights A participant generally recognizes no taxable income as the result of the grant of a stock appreciation right. However, upon exercising the stock appreciation right with respect to any Shares, the participant normally recognizes ordinary income equal to the amount that the fair market value of such Shares on such date exceeds the exercise price for such Shares. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of the Shares acquired by exercising a stock appreciation right, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss. Restricted Stock Awards A participant acquiring Shares of restricted stock generally will recognize ordinary income equal to the amount that the fair market value of the Shares on the vesting date exceeds the purchase price paid by the participant for such Shares (if any). If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, under Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than 30 days after the date the Shares are acquired. Upon the sale of Shares acquired under a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

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  203. Relationship Between “Compensation Actually Paid” and Performance Measures

    Restricted Stock Unit Awards There are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will have to recognize ordinary income equal to the fair market value of Shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the administrator or a participant. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of any Shares received would be capital gain or loss. Performance Shares and Performance Unit Awards A participant generally will recognize no income upon the grant of a performance share or a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or unrestricted Shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any Shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss. Section 409A Section 409A provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2021 Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, when vested, which may be before the compensation is actually or constructively received. Also, if an award subject to Section 409A violates Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income and potentially penalties and interest on such deferred compensation. Tax Effect for Us We generally will be entitled to a tax deduction in connection with an award under the 2021 Plan equal to the ordinary income realized by a participant when the participant recognizes such income (for example, the exercise of a nonstatutory stock option or the disqualifying disposition of Shares acquired through the exercise of an incentive stock option) except to the extent such deduction is limited by applicable provisions of the Code. Special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. THE SUMMARY ABOVE IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION ON PARTICIPANTS AND US WITH RESPECT TO AWARDS UNDER THE 2021 PLAN. IT IS NOT INTENDED TO BE COMPLETE AND MAY NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR NON-U.S. COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

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  205. Relationship Between “Compensation Actually Paid” and Performance Measures

    New Plan Benefits Other than with respect to annual grants of RSUs to our non-employee directors that will be made on the date of the Annual Meeting (reflected in the table below), the number of awards that an employee, director, or consultant may receive under the 2021 Plan is in the discretion of the administrator and therefore cannot be determined in advance.

  206. Relationship Between “Compensation Actually Paid” and Performance Measures

    | Name of Individual or Group | Number of Shares | Dollar Value of Shares | | Nikesh Arora Chief Executive Officer and Chair of the Board | — | $— | | Dipak Golechha Executive Vice President, Chief Financial Officer | — | $— | | William “BJ” Jenkins President | — | $— | | Lee Klarich Chief Product Officer and Director | — | $— | | Nir Zuk Founder Emeritus; Former Chief Technology Officer and Former Director | — | $— | | All executive officers, as a group | — | $— | | All directors who are not executive officers, as a group(1) | —(2) | $3,015,000(3) | | All employees who are not executive officers, as a group | — | $— |

  207. Relationship Between “Compensation Actually Paid” and Performance Measures

    (1)As described in “Proposal No. 1 Election of Directors—Director Compensation”, James Goetz receives no awards under the Director Compensation Policy. (2)The aggregate number of RSUs to be granted to directors who are not executive officers is not included in the table above because the number of shares subject to their awards will depend on the average closing price of our common stock on Nasdaq during the 30 calendar days ending on and including the trading day immediately prior to the date of the Annual Meeting. (3)Each non-employee director who is continuing on our Board following the Annual Meeting will be awarded RSUs on the date of our Annual Meeting having a target value on the date of grant equal to the director retainer award, any applicable committee awards, and the lead independent director award (the sum of such value for each non-employee director divided by the straight average closing price of our common stock on Nasdaq during the 30 calendar days ending on and including the trading day immediately prior to the date of the Annual Meeting). For additional information please see Proposal No. 1 Election of Directors—Director Compensation.

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  209. Relationship Between “Compensation Actually Paid” and Performance Measures

    Existing Plan Benefits The following table sets forth the number of shares subject to awards granted under the 2021 Plan through September 30, 2026, including awards that were subsequently forfeited or cancelled.

  210. Relationship Between “Compensation Actually Paid” and Performance Measures

    | Name of Individual or Group | Options | PSUs(1) | RSUs | | Named Executive Officers | | | | | Nikesh Arora Chief Executive Officer and Chair of the Board | — | 3,290,831 | — | | Dipak Golechha Executive Vice President, Chief Financial Officer | — | 580,570 | — | | William “BJ” Jenkins President | — | 611,775 | — | | Lee Klarich Chief Product Officer and Director | — | 653,656 | — | | All current executive officers, as a group | — | 5,136,832 | — | | Current director nominees | | | | | Aparna Bawa | — | — | 11,348 | | Carl Eschenbach | — | — | 14,365 | | Lorraine Twohill | — | — | 15,375 | | All current directors who are not executive officers, as a group | — | — | 92,565 | | All employees who are not executive officers, as a group | 231,647 | 4,508,900 | 40,256,324 |

  211. Relationship Between “Compensation Actually Paid” and Performance Measures

    (1)For PSUs with finally determined and certified performance vesting conditions as of the date of the table above, the number of PSUs based on actual level of performance is included in the table above, whether fully vested or subject to continued service-based vesting requirements. For PSUs that do not have finally determined and certified performance vesting conditions as of the date of the table above, the number of PSUs based on the target level of performance is included in the table above. Additional Equity Plan Information The following table provides certain additional information regarding our equity compensation plans as of the record date for the Annual Meeting, excluding the Employee Stock Purchase Plan:

  212. Relationship Between “Compensation Actually Paid” and Performance Measures

    | | As of 10/9/2026 | | Total Stock Options (including PSOs) Outstanding | 232,754 | | Weighted-Average Exercise Price of Stock Options Outstanding | $9.84 per share | | Weighted-Average Remaining Duration of Stock Options Outstanding | 9.88 years | | Total Restricted Stock Units (including PSUs) Outstanding(1) | 29,821,161 | | Total Shares Available for Issuance under the 2021 Equity Incentive Plan | 26,029,643 |

  213. Relationship Between “Compensation Actually Paid” and Performance Measures

    (1)PSUs are assumed to cover the maximum number of Shares that may be earned and issued with respect to the PSUs over their full term. For more information regarding our equity compensation plans, including the Employee Stock Purchase Plan, please see “Equity Compensation Plan Information.”

  214. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2026 Proxy Statement | | 137 |

  215. Relationship Between “Compensation Actually Paid” and Performance Measures

    | | PROPOSAL NO. 5 Advisory Vote on Annual Voting Policy for Directors |

  216. Relationship Between “Compensation Actually Paid” and Performance Measures

    Background We are providing our shareholders with the opportunity to vote to approve, on an advisory or non-binding basis, a Board policy (the “Annual Voting Policy”) that would provide for an annual non-binding advisory vote, except during years where there is a Contested Election (as defined below), to approve the continued service of each director who is not up for election at the annual meeting of shareholders. The Annual Voting Policy would be set forth in the Company’s Corporate Governance Guidelines and include an expectation that any incumbent director who does not receive a majority of the votes cast in connection with such annual, non-binding advisory vote would promptly tender a resignation following the certification of the applicable shareholder vote, which resignation would become effective if accepted by the Board. This vote is advisory, and therefore is not binding on us or our Board. This vote will, however, provide information to us regarding shareholder sentiment about the Annual Voting Policy. If the Annual Voting Policy described by this Proposal 5 is approved, on a non-binding advisory basis, by our shareholders at the Annual Meeting, our Board intends to implement the Annual Voting Policy beginning with the Company’s 2027 annual meeting of shareholders. Annual Voting Policy The Board is asking shareholders to approve, on an advisory or non-binding basis, an Annual Voting Policy that includes the following: •A requirement that the Company provide for an annual non-binding advisory vote, except during years where there is a Contested Election, to approve the performance and continued service of each director who is not up for election at the annual meeting of shareholders. •“Contested Election” is defined as any director election at an annual or special meeting of the shareholders of the Company with respect to which the Corporate Secretary receives a notice that a shareholder has nominated or intends to nominate a person for election to our Board in compliance with the requirements for shareholder nominees for director set forth in Section 2.4 (Advance Notice Procedures) or Section 2.15 (Proxy Access for Director Nominations) of our amended and restated bylaws. •A Board policy to nominate for election or re-election as a director, or to fill director vacancies and new directorships, only candidates who agree to tender resignations that will be effective upon (i) the failure to receive a majority of votes cast at any such annual, non-binding advisory vote to approve the performance and continued service of each director and (ii) Board acceptance of such resignation. •A requirement that the Governance and Nominating Committee promptly consider any tendered resignation following certification of the applicable shareholder vote and make a recommendation to the Board on whether to accept or reject the resignation or whether any other action should be taken with respect thereto. •A requirement that the Board act on any such recommendation by the Governance and Nominating Committee within 90 days following certification of the applicable shareholder vote and promptly publicly disclose its decision in a filing with the Securities and Exchange Commission. •A requirement that any director who tenders a resignation shall not participate in the deliberations or actions of the Governance and Nominating Committee or the Board regarding whether to accept such resignation or take other action with respect thereto. •If implemented, the Annual Voting Policy would take effect starting at the 2027 annual meeting of shareholders.

  217. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 138 | | 2026 Proxy Statement |

  218. Relationship Between “Compensation Actually Paid” and Performance Measures

    Corporate Governance Review and Shareholder Engagement Shareholder Engagement and Board Review Our Governance and Nominating Committee, as well as the entire Board, are committed to continually reviewing and enhancing our corporate governance practices to ensure that they remain in the best interests of our shareholders. Each year, our Governance and Nominating Committee considers the results of any governance-related proposals voted on at the prior year’s annual meeting of shareholders. At our 2025 annual meeting of shareholders, a non-binding shareholder proposal that requested annual elections for all directors received 93% support from our shareholders (“Director Annual Voting Proposal”). Our Governance and Nominating Committee treated this vote as a call to action. This call to action involved two primary components: first, extensive engagement with shareholders in fiscal 2026 focused on our corporate governance practices, and in particular to solicit feedback on the most important factors driving their vote in favor of the Director Annual Voting Proposal; and second, extensive Governance and Nominating Committee and Board deliberations reviewing both that feedback and various alternatives, including full declassification of the Board. Our Lead Independent Director, who also serves as the Co-Chair of our Governance and Nominating Committee, again played a central role in leading our shareholder outreach efforts in fiscal 2026 to gain direct insight into our shareholders’ concerns and perspectives regarding annual elections of our directors and director accountability. Our Lead Independent Director provided the Board with regular updates on his engagement efforts, providing summaries of the shareholder feedback received. In total, since the results of the 2025 annual meeting of shareholders, our Governance and Nominating Committee and the full Board collectively considered and deliberated on the results of the Director Annual Voting Proposal at five meetings during fiscal 2026.

  219. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 69% Contacted | 63% Engaged | 24% Lead Independent Director Engaged | | | | | | 17 meetings with Lead Independent Director | | We contacted shareholders representing 69% of our outstanding shares | We engaged in discussions with investors representing 63% of our outstanding shares | Our Lead Independent Director engaged in discussions with investors representing 24% of our outstanding shares, while offering meetings to investors representing 57% of our outstanding shares | |

  220. Relationship Between “Compensation Actually Paid” and Performance Measures

    What We Heard From Shareholders The feedback we gathered from our shareholder outreach in fiscal 2026 is the foundation for the Annual Voting Policy. It shows a clear, consistent shareholder ask — annual accountability for every director — and a clear absence of support for the disruption that full Board declassification could invite.

  221. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2026 Proxy Statement | | 139 |

  222. Relationship Between “Compensation Actually Paid” and Performance Measures

    | What We Heard | What We Did Not Hear | | •Overwhelming support for an ability to voice support or disapproval for each director on an annual basis | •No shareholder that we engaged with identified the ability to replace all the directors at a single meeting as a factor in their vote in favor of the Director Annual Voting Proposal | | •That our Board has performed well and in the best interests of shareholders | •No shareholder that we engaged with expressed dissatisfaction with the performance of the Board | | •That our Board has a commitment to director refreshment and focuses on appropriate overall director tenure | •No shareholder that we engaged with expressed a desire to be able to rapidly change the composition of the Board each year | | •Shareholders understood our concerns regarding excessive Board turnover during the inflection point presented by AI and after our recent acquisition activity (notably our transformative acquisition of CyberArk) | •No shareholder that we engaged with disagreed with our desire to maintain Board stability during such an important juncture for the company, both as a result of the emergence of AI, as well as the impact of our recent acquisitions |

  223. Relationship Between “Compensation Actually Paid” and Performance Measures

    Engagement with the Director Annual Voting Proposal Proponent We also engaged with the proponent of the Director Annual Voting Proposal following the 2025 annual meeting of shareholders. The proponent communicated that a key objective of the Director Annual Voting Proposal was to promote director accountability and provide shareholders with additional influence through providing annual feedback on directors. In one communication that we received, the proponent proposed an alternative to Board declassification that would satisfy the objectives behind the Director Annual Voting Proposal. The proponent suggested that we amend our bylaws to provide for an annual advisory, non-binding vote to approve the performance of each director not up for election at an annual meeting of shareholders, but which would not include a director resignation requirement.

  224. Relationship Between “Compensation Actually Paid” and Performance Measures

    | PROPONENT OF THE 2025 DIRECTOR ANNUAL VOTING PROPOSAL SUPPORTS PROPOSAL 5 |

  225. Relationship Between “Compensation Actually Paid” and Performance Measures

    Following further engagement with James McRitchie, the proponent of the Director Annual Voting Proposal, Mr. McRitchie, has indicated that he supports and intends to vote in favor of Proposal 5. Purpose and Effect of the Annual Voting Policy The Annual Voting Policy is designed to provide shareholders with an annual opportunity to provide direct and meaningful feedback on each director’s performance and continued service on our Board without requiring the Company to surrender the protections provided by a classified board. Under the Annual Voting Policy, the annual advisory vote on each director’s continued service is non-binding. A director who does not receive majority support would not automatically be removed. However, the resignation mechanism included in the Annual Voting Policy would create annual accountability for every director. This accountability is coupled with the protective benefits of the classified board that have contributed to the Company’s long-term success. The Board urges shareholders to support this proposal.

  226. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Nikesh Arora Chief Executive Officer and Chair of the Board of Directors Lee Klarich Chief Product and Technology Officer and Director Aparna Bawa Chief Legal & People Officer Intel Corporation John M. Donovan Former Chief Executive Officer AT&T Communications Carl Eschenbach Partner, Sequoia Capital James J. Goetz Partner, Sequoia Capital Mark Goodburn Former Chairman and Global Head of Advisory of KPMG International Rt Hon Sir John Key Former Prime Minister of New Zealand Helle Thorning-Schmidt Former Prime Minister of Denmark Lorraine Twohill Chief Marketing Officer, Google