CyberArk Software Ltd. announced that its shareholders approved the Merger Proposal at a Special General Meeting held on November 13, 2025.
The merger agreement, dated July 30, 2025, will result in CyberArk becoming a wholly owned subsidiary of Palo Alto Networks, Inc. (PANW).
As part of the transaction, CyberArk shareholders will receive 2.2005 shares of PANW common stock and $45.00 in cash for each ordinary share held.
The transaction is anticipated to close during the second half of PANW’s fiscal year 2026, subject to regulatory and other customary closing conditions.
Shareholders also approved the Company's 2024 share incentive plan.

6 days ago

6-K

CyberArk Reports Strong Q3 2025 Financial Results

CYBR

Earnings

Revenue Acceleration/Inflection

M&A

CyberArk's Annual Recurring Revenue (ARR) for Q3 2025 reached $1,341 million, marking a 45% increase year-over-year.
Subscription ARR grew to $1,158 million, representing a 57% year-over-year increase.
Total Revenue for Q3 2025 was $343 million, demonstrating 43% year-over-year growth.
Net New ARR for the quarter was $68 million, an increase of 16% year-over-year.
The company achieved a Non-GAAP Operating Margin of 19% and an Adjusted Free Cash Flow Margin of 15% in Q3 2025.

7 days ago

Presentation

CyberArk Reports Q3 Revenue Growth and Net Loss Ahead of Acquisition

CYBR

Earnings

M&A

Revenue Acceleration/Inflection

CyberArk reported a 43% increase in Q3 revenue to $342.84 million, driven by a 60% jump in subscription revenue and annual recurring revenue (ARR) growth to $1.34 billion.
Despite strong revenue growth, the company posted a net loss of approximately $50 million in Q3 and a $129.8 million net loss for the nine months ended September 30, 2025, largely due to acquisition-related and integration costs.
CyberArk's quarterly earnings per share (EPS) of $1.20 surpassed consensus estimates by over 30%, contributing to the stock's 51.8% gain year-to-date.
The company is preparing for a $25 billion acquisition by Palo Alto Networks, with profitability challenges persisting due to high operating expenses and a negative net margin.

Nov 7, 2025, 12:38 AM

Morningstar

CyberArk Announces Strong Third Quarter 2025 Results and Acquisition Agreement

CYBR

Earnings

M&A

Revenue Acceleration/Inflection

CyberArk reported total revenue of $342.8 million for the third quarter ended September 30, 2025, marking a 43% increase from the same period last year.
Total Annual Recurring Revenue (ARR) reached $1.341 billion as of September 30, 2025, representing a 45% year-over-year growth. The subscription portion of ARR grew 57% year-over-year to $1.158 billion.
For Q3 2025, the company reported a GAAP operating loss of $(50.1) million and a GAAP net loss of $(50.4) million, or $(1.00) per basic and diluted share.
Non-GAAP operating income was $64.8 million (19% margin) and non-GAAP net income was $64.9 million, or $1.20 per diluted share for the third quarter of 2025.
CyberArk announced a definitive agreement for Palo Alto Networks to acquire the company in a cash-and-stock transaction valued at approximately $25 billion in equity value, with the closing expected during the second half of PANW's fiscal 2026.

Nov 6, 2025, 12:12 PM

6-K

CyberArk Announces Strong Q3 2025 Results and Proposed Acquisition by Palo Alto Networks

CYBR

Earnings

M&A

Guidance Update

CyberArk reported strong financial results for Q3 2025, with total revenue increasing 43% year-over-year to $342.8 million and subscription revenue growing 60% to $280.1 million.
Non-GAAP net income for Q3 2025 was $64.9 million, or $1.20 per diluted share, compared to $45.1 million, or $0.94 per diluted share, in the same period last year.
Total Annual Recurring Revenue (ARR) grew 45% year-over-year to $1.341 billion as of September 30, 2025, with the subscription portion of ARR increasing 57% to $1.158 billion.
The company achieved net new ARR of $68 million in the third quarter of 2025.
CyberArk has entered into a definitive agreement to be acquired by Palo Alto Networks for approximately $25 billion in equity value, with the transaction expected to close during the second half of PANW's fiscal 2026. As a result, CyberArk will not be providing financial guidance.

Nov 6, 2025, 12:00 PM

Press Release

CyberArk Software Ltd. Issues Supplemental Disclosures for Proposed Merger with Palo Alto Networks

CYBR

M&A

Legal Proceedings

Proxy Vote Outcomes

CyberArk Software Ltd. (CYBR) has issued Supplemental Disclosures to its Proxy Statement for the proposed merger with Palo Alto Networks, Inc. (PANW), in response to shareholder demand letters alleging incomplete information.
The merger agreement, dated July 30, 2025, will result in CyberArk becoming a wholly owned subsidiary of PANW, with a special shareholder meeting scheduled for November 13, 2025, to approve the transaction.
The supplemental disclosures include CyberArk's cash and cash equivalents of $1,919 million and outstanding convertible debt of $1,250 million as of June 30, 2025, along with updated financial analyses from Qatalyst Partners LP.

Nov 4, 2025, 9:44 PM

6-K

CyberArk Launches Secure AI Agents Solution

CYBR

Product Launch

New Projects/Investments

CyberArk has launched the Secure AI Agents Solution, a new product designed to secure AI agents by applying strict privilege controls similar to those used for human and machine identities.
This solution addresses a significant security gap, as less than 10% of organizations currently implement adequate security or privilege controls for AI agents, despite an expected 76% adoption within three years.
The product aims to enable organizations to confidently scale AI-driven initiatives while mitigating risks associated with AI agent misuse or takeover.

Nov 4, 2025, 3:37 PM

Morningstar

CyberArk Expands Machine Identity Security Portfolio

CYBR

Product Launch

New Projects/Investments

CyberArk has expanded its Machine Identity Security portfolio with new automated discovery and context-driven features to manage and secure the rapidly growing number of machine identities, which now outnumber human identities by an estimated 82 to 1 due to AI and cloud-native technology adoption.
These enhancements address rising security incidents, as 72% of security leaders have experienced certificate-related outages and 50% reported breaches from compromised machine identities.
Key new features include Discovery and Context for HashiCorp Vault, a Risk Management and Remediation Dashboard, and a CA/B Forum TLS Certificate Dashboard for real-time certificate management.
These updates, which follow CyberArk's acquisition of Venafi, aim to provide greater visibility, control, and policy enforcement to secure environments efficiently and reduce risk for enterprises.

Oct 7, 2025, 1:45 PM

Morningstar

Palo Alto Networks to Acquire CyberArk

CYBR

M&A

Takeover Bid

Proxy Vote Outcomes

Palo Alto Networks, Inc. (PANW) is set to acquire CyberArk Software Ltd. (CYBR), with CyberArk becoming a wholly owned subsidiary of PANW.
Each CyberArk ordinary share will be converted into the right to receive 2.2005 shares of PANW common stock and $45.00 in cash, without interest.
The CyberArk board unanimously recommends the merger proposal, noting the implied purchase price of $495.00 per CyberArk ordinary share (based on PANW's unaffected closing price on July 28, 2025) represents a 29% premium over CyberArk's closing price of $382.91 on July 28, 2025.
The total implied equity value of the transaction is approximately $26 billion.
PANW's strategic rationale for the merger includes accelerating its platform strategy by establishing identity security as a new core platform and creating an end-to-end security platform for the AI-era.

Sep 30, 2025, 1:13 PM

6-K

CyberArk Software Ltd. to be Acquired by Palo Alto Networks, Inc.

CYBR

M&A

Takeover Bid

Delisting/Listing Issues

CyberArk Software Ltd. has entered into an Agreement and Plan of Merger with Palo Alto Networks, Inc. (PANW) and its subsidiary, Athens Strategies Ltd., under which CyberArk will become a wholly owned subsidiary of PANW.
At the effective time of the merger, each outstanding ordinary share of CyberArk will be converted into the right to receive 2.2005 shares of PANW common stock and $45.00 in cash.
The Merger Agreement and the transactions have been unanimously approved by the boards of directors of both CyberArk and PANW, with CyberArk's board recommending shareholder approval.
The completion of the merger is subject to customary closing conditions, including CyberArk shareholder approval, regulatory approvals, and the effectiveness of a registration statement on Form S-4.
If the merger is completed, CyberArk shares will be delisted from Nasdaq. The agreement includes potential termination fees: $750 million payable by CyberArk to PANW under certain conditions, and $1 billion payable by PANW to CyberArk if terminated due to failure to obtain required regulatory approvals.

Jul 31, 2025, 12:00 AM

6-K

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