EX-4.1 2 d40626dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 CYBERARK SOFTWARE LTD. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 10, 2025 0.00% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page Article I Definitions 1 Section 1.01. Definitions 1 Section 1.02. References to Interest 10 Article II Issue, Description, Execution, Registration and Exchange of Notes 11 Section 2.01. Designation and Amount 11 Section 2.02. Form of Notes 11 Section 2.03. Date and Denomination of Notes…
Open exhibit ↗Current Report · Items 1.01, 2.03, 8.01, 9.01 · 8-K
Palo Alto Networks, Inc.
PANWNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Other Events
Item 1.01. Entry into a Material Definitive Agreement. Convertible Notes In connection with the consummation of the Merger (as defined below), on February 11, 2026 (the “Closing Date”), Palo Alto Networks, Inc., a Delaware corporation (“PANW”), and CyberArk Software Ltd., a company organized under the laws of the State of Israel (“CyberArk”), entered into that certain First Supplemental Indenture…
Company context
Palo Alto Networks (NASDAQ: PANW), the global AI cybersecurity leader, protects our digital way of life with a comprehensive portfolio of cybersecurity solutions and platforms across Network, Cloud, Security Operations, AI and Identity. Trusted by 70,000+ customers and powered by Unit 42 threat intelligence, our AI-driven platforms eliminate complexity, empowering enterprises to modernize with confidence and securing the speed of innovation. Explore the future of security at www.paloaltonetworks.com.
Current securities
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 8.01Item 8.01 - Other Events
Filed exhibits (4)
EX-4.2 3 d40626dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE, dated as of February 11, 2026 (this “First Supplemental Indenture”), is entered into among CyberArk Software Ltd., a company organized under the laws of the State of Israel (the “Company”), Palo Alto Networks, Inc., a Delaware corporation (“Parent”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”). WHEREAS, the Company and the Trustee entered into an indenture, dated as of June 10, 2025 (the “Base Indenture”, as modified by this First Supplemental Indenture, the “Indenture”), between the Company and the Trustee, providing for the issuance of the 0.00% Convertible Senior Notes due 2030 (the “Notes”); WHEREAS, on July 30, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parent and Athens Strategies Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”); WHEREAS, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, wit…
Open exhibit ↗EX-4.4 4 d40626dex44.htm EX-4.4 EX-4.4 Exhibit 4.4 February 11, 2026 From: [Dealer] [__________] [__________] [__________] Attention: [Title of Contact] 1 Telephone No.: [__________] Email: [__________] To: CyberArk Software Ltd. 9 Hapsagot Street Park Ofer B, P.O. Box 3143 Petach-Tikva 4951040, Israel Telephone: +972-3-918-0000 Palo Alto Networks, Inc. 3000 Tannery Way Santa Clara, CA 95054 Telephone: +1-408-753-4000 Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is (i) to amend and restate in its entirety, effective as of the Effective Date, the letter agreement (the “Original Confirmation”) confirming the terms and conditions of the call option transaction entered into between [_________] (“Dealer”) and CyberArk Software Ltd. (“Assignor”) as of the Trade Date specified below (the “Transaction”), dated as of June [5]2[6]3, 2025 and (ii) for Assignor to transfer and assign its rights and obligations under the Original Confirmation to Palo Alto Networks, Inc., a Delaware corporation (“Counterparty”), and Counterparty to assume and accept the same, also effective as of the Effective Date. This le…
Open exhibit ↗EX-99.1 5 d40626dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Palo Alto Networks Completes Acquisition of CyberArk to Secure the AI Era Adds the leading platform that delivers unified security for human, machine and agentic identity. SANTA CLARA, Calif., February 11, 2026 - Palo Alto Networks® (NASDAQ: PANW), the global cybersecurity leader, today announced the completion of its acquisition of CyberArk, establishing Identity Security as a core pillar of its platformization strategy. The addition of the CyberArk Identity Security Platform enables Palo Alto Networks to secure every identity across the enterprise - human, machine, and agentic. Identity security has become foundational to protecting the modern enterprise. As organizations scale cloud, automation, and AI, identity has emerged as the primary attack path, driven by the rapid growth of human, machine, and AI identities operating continuously with elevated access. Machine identities now outnumber human identities by more than 80 to 1, while 75% of organizations acknowledge their human identities are governed by outdated, overly permissive privilege models. Attackers increasingly exploit identity weaknesses, making creden…
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