Executive Brief

  • Palo Alto Networks, Inc. ("PANW") announced early termination of the Hart-Scott-Rodino (HSR) antitrust waiting period for its pending acquisition of CyberArk Software Ltd. ("CyberArk") on September 24, 2025 (Item 8.01).
  • The merger agreement was originally entered on July 30, 2025, where PANW’s wholly owned subsidiary, Athens Strategies Ltd., will merge with and into CyberArk, with CyberArk surviving as a PANW subsidiary (Item 8.01).
  • Closing remains subject to other regulatory approvals, CyberArk shareholder approval, and customary closing conditions (Item 8.01).
  • The Form 8-K includes extensive forward-looking statements outlining risks such as integration challenges, regulatory approvals, shareholder votes, and market conditions (Item 8.01).
  • PANW filed a Form S-4 registration statement on September 12, 2025, containing a proxy statement/prospectus for CyberArk shareholders related to the transaction (Item 8.01).
  • No financial terms, purchase price, or detailed transaction economics were disclosed in this filing (Item 8.01).
  • The filing reiterates that it is not an offer or solicitation and directs investors to review the S-4 and related documents for full details (Item 8.01).
  • No other Items (e.g., 1.01, 2.02, 5.02) were reported in this 8-K.
  • No exhibits other than the 8-K text itself were attached.
  • Key risk triggers include failure to obtain remaining regulatory approvals, shareholder rejection, or failure to satisfy closing conditions.

Item-by-Item Analysis

Item 8.01 – Other Events

  • What happened: PANW announced receipt of early termination of the HSR antitrust waiting period for its acquisition of CyberArk, advancing the merger timeline (Item 8.01, para 1-3).
  • Parties/terms: PANW (Delaware corporation), Athens Strategies Ltd. (PANW’s Israeli subsidiary and Merger Sub), CyberArk Software Ltd. (Israeli company). Merger Sub will merge into CyberArk, which will survive as a PANW wholly owned subsidiary (Item 8.01, para 1).
  • Conditions/closing: Closing remains subject to other regulatory clearances, CyberArk shareholder approval, and customary closing conditions (Item 8.01, para 3).
  • Forward-looking statements: Extensive cautionary language covering risks such as integration, regulatory approvals, shareholder votes, market conditions, and other uncertainties (Item 8.01, para 4-9).
  • New vs. previously announced: The early termination of the HSR waiting period is new information; the merger agreement and transaction were previously disclosed (Item 8.01, para 1).
  • Additional filings: PANW filed a Form S-4 on September 12, 2025, including a proxy statement/prospectus for CyberArk shareholders (Item 8.01, para 10-11).
  • No financial terms disclosed: The filing does not provide purchase price, financing, or valuation details (Item 8.01).
  • No exhibits attached: The filing text only; no press release or agreement exhibits included (Item 8.01).

Exhibits Summary

  • None attached.

Financial & Dilution Impact

  • Unknown; no financial terms or impact disclosed in this filing.

Timeline & Required Actions

  • Merger closing pending:
    • Receipt of remaining regulatory approvals.
    • CyberArk shareholder approval.
    • Satisfaction of customary closing conditions.
  • Early termination of HSR waiting period received September 24, 2025 (Item 8.01).

Risks & Monitoring

  • Failure to obtain remaining regulatory approvals.
  • CyberArk shareholder rejection of the merger.
  • Failure to satisfy closing conditions.
  • Integration risks and realization of expected synergies.
  • Market and geopolitical uncertainties impacting transaction timing or benefits.

Metadata & Quality Checks

  • No OCR or formatting issues detected.
  • Forward-looking statements present with detailed risk disclosures (Item 8.01).
  • No non-GAAP financial measures referenced.
  • No conflicts or related-party transactions disclosed.

Final Checklist

  • Identified Item 8.01 disclosure.
  • Extracted key facts on parties, conditions, and timing.
  • Noted forward-looking statements and risk factors.
  • Confirmed no financial terms disclosed.
  • Summarized regulatory and shareholder approval requirements.
  • No exhibits or additional documents attached.
  • Provided clear investor takeaways and monitoring points.

Original Filing