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Palo Alto Networks logoPalo Alto Networks PANW

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

8-KOther EventsFiled Period of report Summary published (UTC)

Key points

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

  2. The company said the parties received early termination of the HSR Waiting Period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on September 24, 2025. This was one of the conditions to the completion of the merger.

  3. Palo Alto Networks said the closing of the merger remains subject to the receipt of the remaining required regulatory clearances and approvals, the approval of the Merger Agreement and the Merger by CyberArk shareholders, and other customary closing conditions.

  4. The company said it filed a Form S-4 registration statement with the SEC on September 12, 2025 in connection with the transaction. The registration statement includes a proxy statement of CyberArk that also constitutes a prospectus of the company's common shares to be offered in the transaction.

Summary

AI-written

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.

CyberArk Merger Agreement Entered Into

Palo Alto Networks said it entered into an Agreement and Plan of Merger with CyberArk Software Ltd. and its subsidiary Athens Strategies Ltd. on July 30, 2025. 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

HSR Waiting Period Early Termination Received

The company said the parties received early termination of the HSR Waiting Period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on September 24, 2025. This was one of the conditions to the completion of the merger.

Source · Based on the filing body and exhibits

Remaining Conditions to Merger Closing

Palo Alto Networks said the closing of the merger remains subject to the receipt of the remaining required regulatory clearances and approvals, the approval of the Merger Agreement and the Merger by CyberArk shareholders, and other customary closing conditions.

Source · Based on the filing body and exhibits

Form S-4 Registration Statement Filed

The company said it filed a Form S-4 registration statement with the SEC on September 12, 2025 in connection with the transaction. The registration statement includes a proxy statement of CyberArk that also constitutes a prospectus of the company's common shares to be offered in the transaction.

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

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

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.