Palo Alto Networks Inc.

09/25/2025 | Press release | Distributed by Public on 09/25/2025 14:13

Material Event (Form 8-K)

Item 8.01 Other Events.

As previously disclosed, on July 30, 2025, Palo Alto Networks, Inc., a Delaware corporation ("PANW"), entered into an Agreement and Plan of Merger (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 Software Ltd., a company organized under the laws of the State of Israel ("CyberArk"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into CyberArk (the "Merger"), with CyberArk continuing as the surviving corporation in the Merger and a wholly owned subsidiary of PANW.

Among other things, the completion of the Merger is conditioned upon the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Waiting Period"). On September 24, 2025, the parties received early termination of the HSR Waiting Period. The closing of the Merger remains subject to the receipt of the remaining required regulatory clearances and approvals, the approval of the Merger Agreement and the Merger by CyberArk shareholders, and other customary closing conditions.

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