Palo Alto Networks Inc — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

February 11, 2026

Date of Report (Date of earliest event reported)

PALO ALTO NETWORKS, INC.

(Exact name of registrant as specified in its charter)

3000 Tannery Way

Santa Clara, California 95054

(Address of principal executive offices)

(408) 753-4000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 (the “Supplemental Indenture”) to that certain Indenture, dated as of June 10, 2025 (the “Indenture”), between CyberArk, as issuer, and U.S. Bank Trust Company, National Association, as trustee, relating to CyberArk’s 0.00% Convertible Senior Notes due 2030 (the “Convertible Notes”).

As a result of the Merger, and pursuant to the Supplemental Indenture, the Convertible Notes are no longer convertible into ordinary shares, par value NIS 0.01 per share, of CyberArk (“CyberArk Shares”). Instead, subject to the terms and conditions of the Supplemental Indenture, the Convertible Notes will be exchangeable into shares of common stock, par value $0.0001 per share, of PANW (“PANW Shares”) and cash. In addition, pursuant to the Supplemental Indenture, PANW agreed to guarantee CyberArk’s obligations with respect to the Convertible Notes.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture and the Supplemental Indenture, which is filed as Exhibit 4.1 and 4.2, respectively, hereto and is incorporated herein by reference.

Capped Call Amendments

In connection with the Merger, on the Closing Date, PANW and CyberArk entered into amended and restated letter agreements (collectively, the “Capped Call Amendments”) with respect to the capped call transactions (the “Capped Call Transactions”) entered into by CyberArk and certain financial institutions (the “Dealers”) in connection with the issuance of the Convertible Notes. The Capped Call Amendments modify the Capped Call Transactions by, among other things, requiring the Dealers to deliver PANW Shares in lieu of CyberArk Shares. Pursuant to the Capped Call Amendments, PANW has assumed the rights and obligations of CyberArk with respect to the Capped Call Transactions.

The foregoing description of the Capped Call Amendments does not purport to be complete and is qualified in its entirety by reference to the Capped Call Amendments, the form of which is filed as Exhibit 4.4 hereto and is incorporated herein by reference.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

On the Closing Date, PANW completed the acquisition of CyberArk pursuant to the Agreement and Plan of Merger, dated as of July 30, 2025 (the “Merger Agreement”), by and among PANW, Athens Strategies Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of PANW (“Merger Sub”), and CyberArk. On the Closing Date, pursuant to the Merger Agreement, and upon the terms therein, Merger Sub merged with and into CyberArk (the “Merger”), with CyberArk continuing as the surviving corporation in the Merger and a wholly owned subsidiary of PANW.

On the Closing Date, PANW issued a press release announcing the completion of the Merger, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.

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(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.