Summary
Palo Alto Networks, Inc. (PANW) has announced the completion of its acquisition of CyberArk Software Ltd. (CyberArk) on February 11, 2026. This merger, effective as of the closing date, has significant implications for CyberArk's existing 0.00% Convertible Senior Notes due 2030. Following the merger, these notes are no longer convertible into CyberArk shares but will now be exchangeable for PANW shares and cash, with PANW assuming guarantee obligations for these notes. Furthermore, PANW has amended and restated the capped call transactions previously entered into by CyberArk. These amendments ensure that the counterparties to these transactions will deliver PANW shares, not CyberArk shares, in settlement, with PANW assuming all rights and obligations of CyberArk under these arrangements. These events are crucial for investors to understand the financial engineering and potential equity dilution associated with the CyberArk acquisition.
Key Highlights
- 1Palo Alto Networks (PANW) has successfully completed its acquisition of CyberArk Software Ltd. (CyberArk) on February 11, 2026.
- 2CyberArk's 0.00% Convertible Senior Notes due 2030 are now exchangeable into PANW shares and cash, instead of CyberArk shares.
- 3PANW has assumed guarantee obligations for CyberArk's Convertible Senior Notes.
- 4Capped call transactions related to CyberArk's convertible notes have been amended to require delivery of PANW shares, not CyberArk shares.
- 5PANW has assumed all rights and obligations of CyberArk with respect to these capped call transactions.
- 6The merger was executed via a merger agreement where CyberArk became a wholly-owned subsidiary of PANW.