S-4 S-4 EX-FILING FEES 0001327567 Palo Alto Networks Inc N/A N/A 0001327567 2025-09-12 2025-09-12 0001327567 1 2025-09-12 2025-09-12 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

Palo Alto Networks Inc

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common stock, par value $0.0001 per share Other 129,757,956 $ 24,595,338,827.70 0.0001531 $ 3,765,546.37
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 24,595,338,827.70

$ 3,765,546.37

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 3,765,546.37

Offering Note

1

Rule 457(f) Fee Calculation Details

(1) This registration statement relates to the registration of the maximum number of shares of common stock, par value $0.0001 per share, of Palo Alto Networks, Inc., a Delaware corporation ("PANW", and such shares, the "PANW common stock") estimated to be issuable by PANW pursuant to the merger described in this registration statement and the Agreement and Plan of Merger, dated as of July 30, 2025 (the "merger agreement"), by and among PANW, Athens Strategies Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of PANW ("Merger Sub"), and CyberArk Software Ltd., a company organized under the laws of the State of Israel ("CyberArk"). (2) The number of shares of PANW common stock being registered is based on the sum of an estimate of (i) the maximum number of ordinary shares, par value NIS 0.01 per share, of CyberArk (the "CyberArk ordinary shares") outstanding as of September 12, 2025 or issuable or expected to be converted or exchanged (including in respect of CyberArk's equity awards) in connection with the merger of Merger Sub with and into CyberArk pursuant to the merger agreement (the "merger"), collectively equal to 58,967,487, multiplied by the exchange ratio of 2.2005 shares of PANW common stock for each CyberArk ordinary share. (3) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and calculated in accordance with Rules 457(f)(1), 457(f)(3) and 457(c) promulgated thereunder. The maximum aggregate offering price is (i) (A) the average of the high and the low sale prices of CyberArk ordinary shares as reported on the Nasdaq Stock Market on September 5, 2025 ($462.10 per share), multiplied by (B) the estimated maximum number of CyberArk ordinary shares that may be converted or exchanged (including in respect of CyberArk's equity awards) in the merger for the securities being registered (58,967,487) minus (ii) $2,653,536,915, which is the aggregate amount of cash estimated to be paid by PANW in exchange for the cancellation of such CyberArk ordinary shares in the merger.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
58,967,487 $ 462.10 $ 27,248,875,742.70 $ 2,653,536,915.00 $ 24,595,338,827.70

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A