On July 30, 2025, Palo Alto Networks entered into an Agreement and Plan of Merger with CyberArk Software Ltd., and said that at the effective time of the Merger, each 1 CyberArk Shares will be converted into 2.2005 PANW Shares and $45.00 in cash, without interest.

1. 01

   On July 30, 2025, Palo Alto Networks entered into an Agreement and Plan of Merger with CyberArk Software Ltd., and said that at the effective time of the Merger, each 1 CyberArk Shares will be converted into 2.2005 PANW Shares and $45.00 in cash, without interest.

2. 02

   The company said Merger Sub, Athens Strategies Ltd., will merge with and into CyberArk, with CyberArk continuing as the surviving corporation and a wholly owned subsidiary of PANW, and the cash portion of the Merger Consideration is expected to be financed with cash on hand.

3. 03

   The company said the completion of the Merger requires CyberArk Shareholder Approval by simple majority vote, approval for listing on Nasdaq of the PANW Shares to be issued in the Merger, the effectiveness of a registration statement on Form S-4, expiration of the Hart-Scott-Rodino waiting period and other conditions, and that the boards of directors of both companies unanimously approved the Merger Agreement.

4. 04

   The company said both PANW and CyberArk may terminate the Merger Agreement if the Merger is not consummated by July 30, 2026, subject to an extension to October 30, 2026 in order to obtain required regulatory approvals, and that in certain circumstances CyberArk would be required to pay PANW a termination fee of $750 million in cash, while if the Merger Agreement is terminated under certain specified circumstances related to the failure to obtain required regulatory approvals, PANW would be required to pay CyberArk a termination fee of $1 billion in cash.

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

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

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.