Financial Analysis

Acquisitions Chronosphere, Inc. On January 29, 2026, we completed our acquisition of Chronosphere, Inc. (Chronosphere), a privately-held observability technology company. The acquisition resulted in forming our observability platform. The total purchase consideration for the acquisition of Chronosphere was $3.0 billion, which consisted of the following (in millions): Amount Cash $ 2,842 Fair value of replacement awards 109 Total $ 2,951 As part of the acquisition, we issued $525 million of replacement equity awards, of which the portion attributable to services performed prior to the acquisition date was allocated to purchase consideration. The remaining fair value was allocated to future services and will be expensed over the remaining service periods as share-based compensation. The replacement equity awards included 2 million shares of our restricted common stock. These restricted common stock vest over a period of two to three years from the date of issuance. We have accounted for this transaction as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values, as presented in the following table (in millions): Amount Goodwill $ 2,364 Identified intangible assets 565 Cash 57 Net liabilities assumed (35) Total $ 2,951 Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating the Chrono …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Purchase Commitments We have entered into various non-cancelable agreements with cloud hosting service providers, under which we are committed to minimum or fixed purchases of certain cloud hosting services. In addition, in order to reduce manufacturing lead times and plan for adequate supply, we have entered into agreements with manufacturing partners and component suppliers to procure inventory based on our demand forecasts. Other purchase obligations include non-cancellable subscription agreements and other commitments in the normal course of business. The following table presents details of the aggregate future non-cancelable purchase commitments under these agreements as of April 30, 2026 (in millions): Fiscal years ending July 31, Total Remaining 2026 2027 2028 2029 2030 2031 and Thereafter Cloud $ 8,092 $ $ 449 $ 1,295 $ 1,352 $ 1,398 $ 3,598 Manufacturing 246 94 152 Other 191 42 109 21 10 9 Total $ 8,529 $ 136 $ 710 $ 1,316 $ 1,362 $ 1,407 $ 3,598 Additionally, we have a $92 million minimum purchase commitment with a cloud hosting service provider through September 2027 with no specified annual commitments. Litigation We are subject to legal proceedings, claims, tax matters, and litigation arising in the ordinary course of business, including, for instance, intellectual property and patent litigation. We accrue for contingencies when we believe that a loss is probable and that we can reasonably estimate the amount of any such loss. Legal …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt Convertible Senior Notes, Note Hedges, and Warrants In June 2020, we issued $2.0 billion aggregate principal amount of 0.375% Convertible Senior Notes due 2025 (the 2025 Notes). The 2025 Notes were converted prior to or settled on the maturity date of June 1, 2025 in accordance with their terms. Concurrent with the issuance of the 2025 Notes, we entered into separate convertible note hedge transactions (the 2025 Note Hedges) with respect to our common stock for an aggregate payment of $371 million. The 2025 Note Hedges expired upon maturity of the 2025 Notes. Any shares of our common stock that were receivable by us under the 2025 Note Hedges are excluded from the calculation of diluted earnings per share as they are antidilutive. Separately, but concurrently with the issuance of our 2025 Notes, we entered into transactions whereby we sold warrants (the 2025 Warrants) to acquire 40 million shares of our common stock with a strike price of $68.08 per share, subject to anti-dilution adjustments, for aggregate proceeds of $203 million. The 2025 Warrants were exercisable over 60 scheduled trading days beginning September 2025. The shares that were issuable under the 2025 Warrants are included in the calculation of diluted earnings per share when the average market value per share of our common stock for the reporting period exceeds the strike price of the 2025 Warrants. During the nine months ended April 30, 2026, we net settled all of the 2025 Warrants with the issuance of …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Equity Award Plans Restricted Stock Unit (RSU) and Performance-Based Stock Unit (PSU) Activities The following table summarizes the RSU and PSU activity under our stock plans during the nine months ended April 30, 2026 (in millions, except per share amounts): Unvested RSUs Unvested PSUs Number of Shares Weighted-Average Grant-Date Fair Value Per Share Aggregate Intrinsic Value Number of Shares Weighted-Average Grant-Date Fair Value Per Share Aggregate Intrinsic Value BalanceJuly 31, 2025 13 $ 143.33 $ 2,285 9 $ 140.92 $ 1,635 Granted (1)(2) 14 $ 178.55 4 $ 186.49 Vested (3) (6) $ 140.04 (3) $ 150.47 Forfeited (2) $ 153.49 (2) $ 142.73 BalanceApril 30, 2026 19 $ 169.21 $ 3,450 8 $ 156.51 $ 1,461 (1) For PSUs, shares granted represent the aggregate maximum number of shares that may be earned and issued with respect to these awards over their full terms. (2) Includes 7 million RSUs assumed in connection with the acquisitions of Chronosphere, CyberArk, and Koi, with weighted-average grant-date fair value of $176.20, $165.30, and $161.59 per share, respectively, for the nine months ended April 30, 2026. (3) Includes time-based vesting for PSUs. Our RSUs generally vest over a period of four years from the date of grant. Until vested, RSUs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding. Our PSUs generally vest over a period of one to four years from the date of grant. The number …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurements The following table presents our financial assets and liabilities measured at fair value on a recurring basis as of April 30, 2026 and July 31, 2025 (in millions): April 30, 2026 July 31, 2025 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 944 $ $ $ 944 $ 1,206 $ $ $ 1,206 Commercial paper 535 535 169 169 Corporate debt securities 2 2 U.S. government and agency securities 75 75 Total cash equivalents 944 612 1,556 1,206 169 1,375 Short-term investments: Certificates of deposit Commercial paper 10 10 15 15 Corporate debt securities 413 413 584 584 U.S. government and agency securities 27 27 6 6 Non-U.S. government and agency securities 3 3 Asset-backed securities 13 13 22 22 Total short-term investments 463 463 630 630 April 30, 2026 July 31, 2025 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Long-term investments: Corporate debt securities 3,118 3,118 4,050 4,050 U.S. government and agency securities 39 39 164 164 Non-U.S. government and agency securities 26 26 Asset-backed securities 724 724 1,315 1,315 Total long-term investments 3,881 3,881 5,555 5,555 Prepaid expenses and other current assets: Foreign currency forward contracts 64 64 58 58 Total prepaid expenses and other current assets 64 64 58 58 Other assets: Foreign currency forward contracts 1 1 3 3 Capped calls related to convertible senior notes 94 94 Total other assets 95 95 3 3 Total assets measured at fair value $ 944 $ 5,1 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill, Intangible Assets and Other Long-Lived Assets Goodwill The following table presents details of our goodwill during the nine months ended April 30, 2026 (in millions): Amount Balance as of July 31, 2025 $ 4,567 Goodwill acquired 17,335 Balance as of April 30, 2026 $ 21,902 Purchased Intangible Assets The following table presents details of our purchased intangible assets as of April 30, 2026 and July 31, 2025 (in millions): April 30, 2026 July 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Developed technology $ 3,387 $ (458) $ 2,929 $ 536 $ (274) $ 262 Customer relationships and platform renewals 4,364 (240) 4,124 609 (123) 486 Customer contracts 219 (27) 192 Acquired intellectual property 24 (11) 13 24 (9) 15 Trade name and trademarks 33 (8) 25 Other 1 (1) Total purchased intangible assets $ 8,027 $ (744) $ 7,283 $ 1,170 $ (407) $ 763 The following table summarizes amortization expense of our intangible assets included in costs and expenses (in millions): Three Months Ended April 30, Nine Months Ended April 30, 2026 2025 2026 2025 Cost of product revenue $ 37 $ $ 37 $ Cost of subscription and support revenue 146 29 197 88 Sales and marketing 97 14 125 41 Total intangible assets amortization $ 280 $ 43 $ 359 $ 129 The following table summarizes estimated future amortization expense of our intangible assets subject to amortization …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes Our income taxes primarily consist of U.S. and foreign income taxes and our effective tax rates differ from the U.S. statutory tax rate primarily due to our CyberArk acquisition and excess tax benefits from share-based compensation. For the three months ended April 30, 2026, our provision for income taxes reflected an effective tax rate of negative 13.5% and for the nine months ended April 30, 2026, our provision for income taxes reflected an effective tax rate of 26.8%. For the three and nine months ended April 30, 2025, our provision for income taxes reflected effective tax rates of 15.6% and 12.3%, respectively. Our effective tax rates for the three and nine months ended April 30, 2026 were impacted by our CyberArk acquisition and decreased excess tax benefits from share-based compensation as compared to the same periods in 2025.

IncomeTaxDisclosureTextBlock

Leases In April 2026, we entered into three lease amendments to extend the lease terms of our current corporate headquarters in Santa Clara, California for a period of twelve years through July 2040. The leases contain rent holiday periods, scheduled rent increases, lease incentives, and renewal options which allow the lease terms to be extended through July 2052. Lease payments under the three lease amendments, net of lease incentives such as rent holidays and tenant improvement allowances, are approximately $469 million over the extended lease term through July 2040. The amendments resulted in an increase of $262 million in our right-of-use assets in exchange for new operating lease liabilities.

LesseeOperatingLeasesTextBlock

Recently Issued Accounting Pronouncements Income Tax Disclosures In December 2023, the Financial Accounting Standards Board (FASB) issued authoritative guidance that requires consistent categories and greater disaggregation of information in the effective tax rate reconciliation and additional disclosures of income taxes paid by jurisdiction. The standard is effective for our annual periods beginning in fiscal 2026 and could be applied either prospectively or retrospectively. We expect the adoption of this standard will result in disclosure of additional jurisdictional level tax information in our consolidated financial statements. Expense Disaggregation Disclosures In November 2024, the FASB issued authoritative guidance that expands annual and interim disclosure of specified information about certain costs and expenses in the notes to financial statements. The standard is effective for our annual periods beginning in fiscal 2028 and interim periods beginning in the first quarter of fiscal 2029, and can be applied either prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the impact of this standard on our disclosures in the consolidated financial statements. Measurement of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the FASB issued authoritative guidance that provides a practical expedient for estimating expected credit losses on accounts receivable and contract assets. The standard is effective for our annu …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Revenue Disaggregation of Revenue The following table presents revenue by geographic theater (in millions): Three Months Ended April 30, Nine Months Ended April 30, 2026 2025 2026 2025 Revenue: Americas United States $ 1,854 $ 1,425 $ 4,968 $ 4,169 Other Americas 164 105 403 305 Total Americas 2,018 1,530 5,371 4,474 Europe, the Middle East, and Africa (EMEA) 633 480 1,714 1,402 Asia Pacific and Japan (APAC) 351 279 985 809 Total revenue $ 3,002 $ 2,289 $ 8,070 $ 6,685 The following table presents revenue for groups of similar products and services (in millions): Three Months Ended April 30, Nine Months Ended April 30, 2026 2025 2026 2025 Revenue: Product $ 594 $ 453 $ 1,542 $ 1,228 Subscription and support Subscription 1,632 1,234 4,400 3,659 Support 776 602 2,128 1,798 Total subscription and support 2,408 1,836 6,528 5,457 Total revenue $ 3,002 $ 2,289 $ 8,070 $ 6,685 Deferred Revenue During the nine months ended April 30, 2026 and 2025, we recognized approximately $4.9 billion and $4.4 billion of revenue pertaining to amounts that were deferred as of July 31, 2025 and 2024, respectively. Remaining Performance Obligations Remaining performance obligations were $18.4 billion as of April 30, 2026, of which we expect to recognize as revenue approximately $8.3 billion over the next 12 months and the remainder thereafter. …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Stockholders Equity Share Repurchase Program In February 2019, our board of directors authorized a $1.0 billion share repurchase program, which is funded from available working capital. Our board of directors subsequently authorized additional increases to this share repurchase program, bringing the total authorization to $4.1 billion. On March 10, 2026, our board of directors authorized an additional $1.0 billion increase to our share repurchase program, bringing the total authorization under this share repurchase program to $5.1 billion (our current authorization). The expiration date of our current authorization was extended to December 31, 2026, and our repurchase program may be suspended or discontinued at any time. Repurchases may be made at managements discretion from time to time on the open market, through privately negotiated transactions, transactions structured through investment banking institutions, block purchase techniques, 10b5-1 trading plans, or a combination of the foregoing. During the three and nine months ended April 30, 2026, we repurchased and retired 7 million shares of our common stock under our current repurchase authorization for an aggregate purchase price of $1.0 billion, including transaction costs, at an average price of $147.70 per share. The total price of the shares repurchased and related transaction costs are reflected as a reduction to common stock and additional paid-in capital on our condensed consolidated balance sheets. We did not re …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events Portkey, Inc. On May 29, 2026, we completed the acquisition of Portkey. This acquisition will be accounted for as a business combination in the fourth quarter of fiscal 2026.

SubsequentEventsTextBlock