8-KMaterial AgreementsFinancial EventsOther Events+1

Palo Alto Networks Inc 8-K Report, Material Agreement (Feb 11, 2026)

Filed February 11, 2026For Securities:PANW

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.

Frequently Asked Questions

The primary event reported is the completion of Palo Alto Networks' (PANW) acquisition of CyberArk Software Ltd. (CyberArk) on February 11, 2026.

CyberArk's 0.00% Convertible Senior Notes due 2030 are no longer convertible into CyberArk shares. Instead, they are now exchangeable into shares of PANW common stock and cash. PANW has also agreed to guarantee CyberArk's obligations related to these notes.

The capped call transactions, which were related to CyberArk's convertible notes, have been amended. Under these amendments, the financial institutions involved (Dealers) will now deliver PANW shares instead of CyberArk shares upon settlement. PANW has taken over CyberArk's rights and obligations for these capped call transactions.

The acquisition was completed through a merger agreement. A subsidiary of PANW, Athens Strategies Ltd., merged with CyberArk, with CyberArk continuing as the surviving entity and becoming a wholly-owned subsidiary of PANW.