01—Abstract
Summary
Summary of the 8-K filed February 11, 2026. Cited figures are marked; the original filing is the authoritative source.
On February 11, 2026, Palo Alto Networks (PANW) completed its acquisition of CyberArk Software Ltd. under the Merger Agreement dated July 30, 2025, with Merger Sub merging into CyberArk, which became a wholly owned subsidiary of PANW.
CyberArk shareholders received $45.00a in cash and 2.2005 PANW common shares for each CyberArk ordinary share. The filing also discloses that CyberArk's 0.00% Convertible Senior Notes due 2030 (issued June 10, 2025) are no longer convertible into CyberArk shares; they are now exchangeable into PANW shares and cash, and PANW has guaranteed CyberArk's obligations under the notes. PANW also assumed CyberArk's capped call transactions via amended and restated confirmations that require dealers to deliver PANW shares.
For investors, the key financial implications are the added debt-like exposure through the convertible notes guarantee and the potential dilution from PANW shares issuable upon note exchange and capped call settlement. The filing does not quantify the principal amount of the notes, the cash consideration total, purchase accounting, or expected synergies, so those details must be sourced from the merger proxy, prior filings, or the Q2 FY2026 earnings call scheduled for February 17, 2026.
The exhibits list also indicates the cover page and press release were furnished alongside the indenture documents. The company also announced its intent to pursue a secondary listing on the Tel Aviv Stock Exchange under the ticker "CYBR," while retaining its NASDAQ listing under "PANW." Management frames the deal as establishing Identity Security as a core pillar of its platformization strategy, though the press release's forward-looking statements flag integration execution, synergy realization, customer retention, and debt repayment as material risks.
02—Key points
Key Highlights
- Closed acquisition of CyberArk on February 11, 2026; CyberArk is now a wholly owned subsidiary of PANW
- Consideration per CyberArk share: $45.00 in cash plus 2.2005 PANW common shares
- CyberArk's 0.00% Convertible Senior Notes due 2030 are now exchangeable into PANW shares and cash rather than CyberArk shares
- PANW has guaranteed CyberArk's obligations under the convertible notes, adding a direct contingent liability to PANW's balance sheet
- PANW assumed CyberArk's capped call transactions; dealers will deliver PANW shares in lieu of CyberArk shares
- Announced intent to pursue a secondary listing on the Tel Aviv Stock Exchange under the ticker CYBR while keeping NASDAQ listing as PANW
- Q2 FY2026 earnings call scheduled for February 17, 2026 at 1:30 pm PT, where financial impact details are likely to be addressed
03—Questions
Frequently Asked Questions
What did CyberArk shareholders receive in the transaction?
Each CyberArk ordinary share was converted into $45.00 in cash and 2.2005 shares of Palo Alto Networks common stock, per the press release in Exhibit 99.1.
How do the CyberArk convertible notes change after the merger?
Under the First Supplemental Indenture, the 0.00% Convertible Senior Notes due 2030 are no longer convertible into CyberArk shares. They are now exchangeable into PANW common stock and cash, and PANW guarantees CyberArk's obligations under the notes.
Does the filing quantify the size of the deal or the notes?
No. The 8-K does not disclose the aggregate purchase price, the principal amount of the convertible notes, or the capped call cost. Those figures should be obtained from the merger proxy, prior CyberArk filings, or PANW's upcoming Q2 FY2026 results.
What is the impact of the capped call amendments on shareholders?
The capped call amendments require the dealers to deliver PANW shares instead of CyberArk shares on settlement. This shifts the hedge's share-settlement mechanics to PANW stock, which can affect PANW's share count and dilution profile depending on the settlement outcome.
Will PANW remain listed on NASDAQ after the planned TASE listing?
Yes. PANW will continue to trade on the NASDAQ Global Select Market under PANW. The company only announced its intent to pursue a secondary listing on the Tel Aviv Stock Exchange under CYBR, which is not yet completed.
04—Continue