Palo Alto Networks Inc 8-K

What Happened

• Palo Alto Networks (PANW) announced it completed the acquisition of CyberArk Software Ltd. on February 11, 2026, under the Merger Agreement dated July 30, 2025. Merger Sub merged into CyberArk, and CyberArk is now a wholly owned subsidiary of PANW.
• On the closing date PANW entered a First Supplemental Indenture relating to CyberArk’s 0.00% Convertible Senior Notes due 2030. Those notes are no longer convertible into CyberArk ordinary shares; instead, subject to the Supplemental Indenture, they will be exchangeable into PANW common stock and cash. PANW also agreed to guarantee CyberArk’s obligations under the notes.
• PANW and CyberArk also executed amended confirmations to the capped call transactions tied to the convertible notes so that the Dealers will deliver PANW shares (not CyberArk shares); PANW has assumed CyberArk’s rights and obligations under those capped call arrangements. PANW filed a press release announcing the closing (Exhibit 99.1).

Key Details

• Closing date: February 11, 2026. Merger effected under the Merger Agreement dated July 30, 2025.
• Debt affected: CyberArk’s 0.00% Convertible Senior Notes due 2030 (original Indenture dated June 10, 2025); amendments filed as a First Supplemental Indenture.
• Change in conversion/exchange mechanics: Notes no longer convert into CyberArk shares — instead exchangeable into PANW common stock and cash; PANW guarantees the notes.
• Capped call changes: Dealers now required to deliver PANW shares; PANW assumed rights/obligations under those capped call transactions.

Why It Matters

• This filing confirms PANW has completed a material acquisition (CyberArk) and taken on related convertible-note obligations, which creates a direct financial obligation for PANW via its guarantee of CyberArk’s notes.
• The amended conversion/exchange mechanics and capped call amendments mean potential future issuance of PANW shares (and/or cash) to satisfy note exchanges or related hedges, which could affect PANW’s share count and capital structure. The notes carry a 0.00% coupon and mature in 2030.
• Investors should review the Supplemental Indenture, the amended capped call confirmations, and the company press release (filed as exhibits) for the full legal and economic terms.