Business
Palo Alto Networks Announces Offer to Purchase Relating to CyberArk Software Ltd.'s 0.00% Convertible Senior Notes due 2030
Today, Palo Alto Networks, Inc. (NASDAQ: PANW) ("Palo Alto Networks") announced that, in connection with the closing of the transaction (the "Acquisition") contemplated by the Agreement and Plan of Merger, dated as of July 30, 2025, by and among Palo Alto Networks, CyberArk Software Ltd., a company organized under the laws of the State of Israel ("CyberArk"), and Athens Strategies Ltd., a company organized under the laws of the State of Israel, Palo Alto Networks has made an offer to purchase (t
About this update from Palo Alto Networks, Inc.
[{"type":"text","content":"SANTA CLARA, Calif., Feb. 19, 2026 /PRNewswire/ -- Today, Palo Alto Networks, Inc. (NASDAQ: PANW) ("Palo Alto Networks") announced that, in connection with the closing of the transaction (the "Acquisition") contemplated by the Agreement and Plan of Merger, dated as of July 30, 2025, by and among Palo Alto Networks, CyberArk Software Ltd., a company organized under the laws of the State of Israel ("CyberArk"), and Athens Strategies Ltd., a company organized under the laws of the State of Israel, Palo Alto Networks has made an offer to purchase (the "Offer to Purchase") for cash, any and all of CyberArk's 0.00% Convertible Senior Notes due 2030 (the "Notes").","length":719,"tagName":"p"},{"type":"text","content":"Palo Alto Networks is making the Offer to Purchase in satisfaction of CyberArk's obligations related to such Notes in accordance with the Indenture, dated as of June 10, 2025 (the "Base Indenture"), among CyberArk and U.S. Bank Trust Company, National Association, as trustee (the "Trustee") and the First Supplemental Indenture, dated as of February 11, 2026 (the "Supplemental Indenture," and the Base Indenture, as amended, supplemented or otherwise modified from time to time, including by the Supplemental Indenture, the "Indenture"), among the Palo Alto Networks, CyberArk and the Trustee, as a result of the occurrence of the Fundamental Change (as defined in the Indenture) and Make-Whole Fundamental Change (as defined in the Indenture) that occurred as a result of the consummation of the Acquisition.","length":855,"tagName":"p"},{"type":"text","content":"The Acquisition closed on, and therefore the Effective Date (as defined in the Indenture) of the Make-Whole Fundamental Change (as defined in the Indenture) was, February 11, 2026.","length":180,"tagName":"p"},{"type":"text","content":"In connection with the Fundamental Change, and as more fully described in the Offer to Purchase, on or before 5:00 p.m., New York City time, on March 20, 2026, each holder of Notes shall, subject to certain conditions, have the right to require the repurchase of all of such holder's Notes, or any portion of the principal amount thereof that is equal to $100,000 or an integral multiple of $100,000 in excess thereof, on March 24, 2026 (the &q...