\nThe transaction is expected to close during the second half of PANW\u2019s fiscal year 2026, subject to the satisfaction of remaining customary closing conditions, including the receipt of regulatory approvals.<\/p>\n
\n\u201cWe would like to thank our shareholders for their strong support in approving the acquisition of CyberArk by Palo Alto Networks,\u201d said Matt Cohen, Chief Executive Officer of CyberArk. \u201cToday, we move one step closer to bringing together two cybersecurity leaders to advance our vision of securing every identity \u2014 human, machine, and AI \u2014 with intelligent privilege controls through a modern platform built for the AI era.\u201d<\/p>\n
\nAt today\u2019s special general meeting, CyberArk shareholders approved the acquisition proposal with approximately 99.8% support.<\/p>\n
Proposed Transaction with Palo Alto Networks<\/b><\/p>\n
\nOn July 30, 2025, CyberArk announced that it has entered into a definitive agreement under which PANW intends to acquire CyberArk in a cash-and-stock transaction for a per-share consideration of $45.00 in cash and 2.2005 shares of PANW common stock. The press release announcing the transaction is available on the Investor Relations section of CyberArk\u2019s website.<\/p>\n
About CyberArk Copyright \u00a9 2025 CyberArk Software. All Rights Reserved.<\/i>All other brand names, product names, or trademarks belong to their respective holders.<\/i><\/p>\n Cautionary Language Concerning Forward-Looking Statements<\/b><\/p>\n \nThis release contains forward-looking statements, which express the current beliefs and expectations of CyberArk\u2019s (the \u201cCompany\u201d) management. These forward-looking statements generally include statements regarding the proposed transaction with PANW, including the anticipated timing of closing and the anticipated benefits of the transaction. In some cases, forward-looking statements may be identified by terminology such as \u201cbelieve,\u201d \u201cmay,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d \u201canticipate,\u201d \u201cintend,\u201d \u201cshould,\u201d \u201cplan,\u201d \u201cexpect,\u201d \u201cpredict,\u201d \u201cpotential\u201d or the negative of these terms or other similar expressions. Such statements involve a number of known and unknown risks and uncertainties that could cause the Company\u2019s future results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction between PANW and the Company; PANW\u2019s ability to successfully integrate the Company\u2019s businesses and technologies; the risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all; the risk that PANW or the Company will be unable to retain and hire key personnel; the risk that the conditions to the proposed transaction are not satisfied on a timely basis, or at all, or the failure of the proposed transaction to close for any other reason or to close on the anticipated terms; the risk that any regulatory approval, consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated or that could adversely affect the expected benefits of the transaction; significant and\/or unanticipated difficulties, liabilities or expenditures relating to the transaction; the effect of the announcement, pendency or completion of the proposed transaction on the parties\u2019 business relationships and business operations generally; the effect of the announcement or pendency of the proposed transaction on the parties\u2019 common or ordinary share prices and uncertainty as to the long-term value of PANW\u2019s or the Company\u2019s common or ordinary share; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the outcome of any legal proceedings that may be instituted against PANW, the Company or their respective directors; developments and changes in general or worldwide market, geopolitical, economic, and business conditions; failure of PANW\u2019s platformization product offerings; failure to achieve the expected benefits of PANW\u2019s strategic partnerships and acquisitions; changes in the fair value of PANW\u2019s contingent consideration liability associated with acquisitions; risks associated with managing PANW\u2019s growth; risks associated with new product, subscription and support offerings, including product offerings that leverage AI; shifts in priorities or delays in the development or release of new product or subscription or other offerings, or the failure to timely develop and achieve market acceptance of new products and subscriptions as well as existing products, subscriptions and support offerings; failure of PANW\u2019s or the Company\u2019s business strategies; rapidly evolving technological developments in the market for security products, subscriptions and support offerings; defects, errors, or vulnerabilities in products, subscriptions or support offerings; PANW\u2019s customers\u2019 purchasing decisions and the length of sales cycles; PANW\u2019s competition; PANW\u2019s ability to attract and retain new customers; PANW\u2019s ability to acquire and integrate other companies, products, or technologies in a successful manner; PANW\u2019s share repurchase program, which may not be fully consummated or enhance shareholder value, and any share repurchases which could affect the price of its common stock; risks related to the Company\u2019s acquisitions of Venafi Holdings, Inc. (\u201cVenafi\u201d) and Zilla Security Inc. (\u201cZilla\u201d), including potential impacts on operating results; challenges in retaining and hiring key personnel and maintaining the Venafi and Zilla businesses; risks related to the successful integration of the operations of Venafi or Zilla and the ability to realize anticipated benefits of the combined operations; the rapidly evolving security market, increasingly changing cyber threat landscape and the Company\u2019s ability to adapt its solutions to the information security market changes and demands; the Company\u2019s ability to acquire new customers and maintain and expand its revenues from existing customers; real or perceived security vulnerabilities and gaps in the Company\u2019s solutions or services or the failure of customers or third parties to correctly implement, manage and maintain solutions; the Company\u2019s IT network systems, or those of third-party providers, may be compromised by cyberattacks or other security incidents, or by a critical system disruption or failure; intense competition within the information security market; failure to fully execute, integrate, or realize the benefits expected from strategic alliances, partnerships, and acquisitions; the Company\u2019s ability to effectively execute its sales and marketing strategies, and expand, train and retain its sales personnel; risks related to the Company\u2019s compliance with privacy, data protection and AI laws and regulations; the Company\u2019s ability to hire, upskill, retain and motivate qualified personnel; risks related to the integration of AI technology into the Company\u2019s operations and solutions; reliance on third-party cloud providers for the Company\u2019s operations and software-as-a-service (SaaS) solutions; the Company\u2019s ability to maintain successful relationships with channel partners, or if channel partners fail to perform; fluctuation in the Company\u2019s quarterly results of operations; risks related to sales made to government entities; economic uncertainties or downturns; the Company\u2019s history of incurring net losses, its ability to generate sufficient revenue to achieve and sustain profitability and its ability to generate cash flow from operating activities; regulatory and geopolitical risks associated with the Company\u2019s global sales and operations; risks related to intellectual property; fluctuations in currency exchange rates; the ability of the Company\u2019s solutions to help customers achieve and maintain compliance with government regulations or industry standards; the Company\u2019s ability to protect its proprietary technology and intellectual property rights; risks related to using third-party software, such as open-source software and other intellectual property; risks related to share price volatility or activist shareholders; any failure to retain the Company\u2019s \u201cforeign private issuer\u201d status or the risk that the Company may be classified, for U.S. federal income tax purposes, as a \u201cpassive foreign investment company\u201d; risks related to issuance of ordinary shares or securities convertible into ordinary shares and dilution, leading to a decline in the market value of the Company\u2019s ordinary shares; changes in tax laws; the Company\u2019s expectation to not pay dividends on its ordinary shares for the foreseeable future; risks related to the Company\u2019s incorporation and location in Israel, including wars and other hostilities in the Middle East; and other factors discussed under the heading \u201cRisk Factors\u201d in the Company\u2019s most recent annual report on Form 20-F filed with the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are made only as of the date hereof, and the Company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20251113221124\/en\/<\/a><\/span><\/p>\n Investor Relations Contact: Media Contact: KEYWORDS:<\/b> United States North America Israel Middle East Massachusetts<\/p>\n INDUSTRY KEYWORDS:<\/b> Networks Internet Security Technology Software<\/p>\n
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<\/b>CyberArk (NASDAQ: CYBR<\/a>) is the global leader in identity security, trusted by organizations around the world to secure human and machine identities in the modern enterprise. CyberArk\u2019s AI-powered Identity Security Platform applies intelligent privilege controls to every identity with continuous threat prevention, detection and response across the identity lifecycle. With CyberArk, organizations can reduce operational and security risks by enabling zero trust and least privilege with complete visibility, empowering all users and identities, including workforce, IT, developers and machines, to securely access any resource, located anywhere, from everywhere. Learn more at cyberark.com<\/a>.<\/p>\n<\/p>\n
\n<\/b>
Kelsey Turcotte
\n
CyberArk
\n
617-558-2132
\n
ir@cyberark.com
\n<\/a><\/p>\n
\n<\/b>
Rachel Gardner
\n
CyberArk
\n
603-531-7229
\n
press@cyberark.com<\/a><\/p>\n
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