Palo Alto Networks said it entered into an Agreement and Plan of Merger on July 30, 2025 with CyberArk Software Ltd. and its subsidiary Athens Strategies Ltd. Under the agreement, Merger Sub will merge with and into CyberArk, with CyberArk continuing as the surviving corporation and a wholly owned subsidiary of the company.

8-KRegulation FD DisclosureFiled Jul 30, 2025Period of report Jul 30, 2025Summary published (UTC) Oct 13, 2026

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Palo Alto Networks said it entered into an Agreement and Plan of Merger on July 30, 2025 with CyberArk Software Ltd. and its subsidiary Athens Strategies Ltd. Under the agreement, Merger Sub will merge with and into CyberArk, with CyberArk continuing as the surviving corporation and a wholly owned subsidiary of the company.
The company said it will pay $45 in cash and 2.2005 shares of Palo Alto Networks common stock for each CyberArk share, with total equity value of approximately $25 billion. It added this represents a 26% premium to the unaffected 10-day average of the daily VWAPs as of July 25, 2025.
Palo Alto Networks said the transaction is anticipated to close during the second half of fiscal 2026, subject to approval of CyberArk shareholders and satisfaction of customary closing conditions, including applicable regulatory clearances. The company added it expects the transaction to be accretive to revenue growth and gross margin immediately post-close and accretive to free cash flow per share in FY'28.
The company said the CyberArk acquisition adds a $29 billion Identity Security opportunity, citing IDC data. It reaffirmed its FY'25 total revenue guidance of $9.17B to $9.19B provided on May 20, 2025.

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Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

CyberArk Merger Agreement Entered Into

Palo Alto Networks said it entered into an Agreement and Plan of Merger on July 30, 2025 with CyberArk Software Ltd. and its subsidiary Athens Strategies Ltd. Under the agreement, Merger Sub will merge with and into CyberArk, with CyberArk continuing as the surviving corporation and a wholly owned subsidiary of the company.

Source · Based on the filing body and exhibits

Transaction terms: $45 cash and 2.2005 shares per share, $25 billion total equity value

The company said it will pay $45 in cash and 2.2005 shares of Palo Alto Networks common stock for each CyberArk share, with total equity value of approximately $25 billion. It added this represents a 26% premium to the unaffected 10-day average of the daily VWAPs as of July 25, 2025.

Source · Based on the filing body and exhibits

Anticipated Close Timing and Conditions; Expected Financial Impact

Palo Alto Networks said the transaction is anticipated to close during the second half of fiscal 2026, subject to approval of CyberArk shareholders and satisfaction of customary closing conditions, including applicable regulatory clearances. The company added it expects the transaction to be accretive to revenue growth and gross margin immediately post-close and accretive to free cash flow per share in FY'28.

Source · Based on the filing body and exhibits

Identity Security market size and FY'25 guidance reaffirmed

The company said the CyberArk acquisition adds a $29 billion Identity Security opportunity, citing IDC data. It reaffirmed its FY'25 total revenue guidance of $9.17B to $9.19B provided on May 20, 2025.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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