Palo Alto Networks Announces Offer to Purchase Relating to CyberArk Software Ltd.'s 0.00% Convertible Senior Notes due 2030

Rhea-AI Summary

Palo Alto Networks (NASDAQ: PANW) offered to purchase all of CyberArk Software's 0.00% Convertible Senior Notes due 2030 after closing its acquisition of CyberArk. The Acquisition closed and the Make-Whole Fundamental Change became effective on February 11, 2026.

Holders may require repurchase by 5:00 p.m. New York City time on March 20, 2026, with a Fundamental Change Repurchase Date of March 24, 2026, at 100% of principal plus accrued Special Interest. Holders may also convert during a Make-Whole Conversion Period through March 20, 2026 at an increased conversion rate; normal conversion rights extend until June 13, 2030.

Positive

• Offer satisfies CyberArk's Indenture obligations after the Acquisition
• Repurchase price set at 100% of principal plus accrued Special Interest
• Clear deadlines: March 20, 2026 election cutoff and March 24, 2026 repurchase date

Negative

• Make-Whole Conversion Period limited to on-or-after Feb 11, 2026 through March 20, 2026
• Holders who tender cannot convert unless they validly withdraw prior to tender conditions

News Market Reaction – PANW

-1.52%

34 alerts

-1.52% News Effect

-$1.99B Valuation Impact

$129.06B Market Cap

0.6x Rel. Volume

On the day this news was published, PANW declined 1.52%, reflecting a mild negative market reaction. Our momentum scanner triggered 34 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $1.99B from the company's valuation, bringing the market cap to $129.06B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Convertible note coupon: 0.00% Minimum tender amount: $100,000 Convertible notes maturity: June 15, 2030 +5 more

8 metrics

Convertible note coupon 0.00% CyberArk Convertible Senior Notes due 2030

Minimum tender amount $100,000 Principal amount of Notes; tenders in $100,000 multiples

Convertible notes maturity June 15, 2030 CyberArk 0.00% Convertible Senior Notes due 2030

Make-Whole Effective Date February 11, 2026 Effective Date of Make-Whole Fundamental Change in Indenture

Repurchase notice deadline 5:00 p.m. March 20, 2026 Deadline to require repurchase following Fundamental Change

Fundamental Change Repurchase Date March 24, 2026 Date PANW will repurchase tendered Notes

Make-Whole conversion window end March 20, 2026 End of Make-Whole Conversion Period, two days before repurchase date

Final conversion cutoff June 13, 2030 Second scheduled trading day before note maturity

Market Reality Check

Price: $148.92 Vol: Volume 8,250,128 vs 20-da...

low vol

$148.92 Last Close

Volume Volume 8,250,128 vs 20-day average 13,776,203 (volume_relative 0.6x). low

Technical Price $152.35 is below 200-day MA $192.78 and 31.87% below 52-week high $223.61, but 5.69% above 52-week low $144.15.

Peers on Argus

PANW fell 1.15% while close peers were mixed: CRWD -0.45%, FTNT -0.39%, but NET ...

PANW fell 1.15% while close peers were mixed: CRWD -0.45%, FTNT -0.39%, but NET +1.38%, SNPS +0.88%, ZS +1.47%, suggesting stock-specific factors around the CyberArk notes rather than a broad sector move.

Common Catalyst Multiple security/software peers had routine news (management changes, conferences, integrations), but none directly mirror PANW’s post-CyberArk convertible note repurchase offer.

Historical Context

5 past events · Latest: Feb 17 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 17	Q2 2026 earnings	Positive	-2.1%	Reported 15% revenue growth to $2.6B with strong ARR and RPO metrics.
Feb 17	Koi acquisition deal	Positive	-2.1%	Announced agreement to acquire Koi to address AI-native endpoint security risks.
Feb 17	AI breach report	Neutral	-2.1%	Unit 42 published incident response report highlighting AI-driven attack complexity.
Feb 17	MSIAM 2.0 launch	Positive	-2.1%	Launched Managed XSIAM 2.0 with 250-hour breach response guarantee and AI detection.
Feb 11	CyberArk acquisition close	Positive	-0.1%	Completed CyberArk acquisition with cash-plus-stock consideration and TASE listing plan.

Pattern Detected

Recent positive or strategic announcements (earnings beat, acquisitions, product launches) were followed by negative 24-hour price reactions, indicating a pattern of selling into good news.

Recent Company History

Over recent weeks, Palo Alto Networks reported strong fiscal Q2 2026 results with revenue of $2.6B and growing Next-Generation Security ARR and RPO. The company closed major acquisitions, including CyberArk and Chronosphere, and announced a further deal for Koi to bolster AI-native endpoint security. Unit 42 released data-rich research on AI-driven breaches, and PANW launched Managed XSIAM 2.0 with a 250-hour breach response guarantee. Today’s offer to purchase CyberArk’s 2030 convertible notes fits into the broader integration of CyberArk’s capital structure after the Feb 11, 2026 acquisition close.

Market Pulse Summary

This announcement outlines Palo Alto Networks’ cash offer to purchase CyberArk’s 0.00% Convertible S...

Analysis

This announcement outlines Palo Alto Networks’ cash offer to purchase CyberArk’s 0.00% Convertible Senior Notes due 2030 and the associated Fundamental Change and Make-Whole Fundamental Change mechanics. It follows the February 11, 2026 closing of the CyberArk acquisition and clarifies noteholder options for repurchase or conversion through dates such as March 20, 2026 and June 13, 2030. Investors can contextualize this within PANW’s broader integration of CyberArk and recent earnings and M&A activity.

Key Terms

convertible senior notes, indenture, fundamental change, make-whole fundamental change, +3 more

7 terms

convertible senior notes financial

"offer to purchase ... any and all of CyberArk's 0.00% Convertible Senior Notes due 2030"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

indenture regulatory

"in accordance with the Indenture, dated as of June 10, 2025 (the "Base Indenture")"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

fundamental change financial

"as a result of the occurrence of the Fundamental Change (as defined in the Indenture)"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

make-whole fundamental change financial

"and Make-Whole Fundamental Change (as defined in the Indenture) that occurred"

A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.

special interest financial

"plus any accrued and unpaid Special Interest (as defined in the Indenture)"

A special interest is a group or organization that seeks to influence government policy, corporate actions, or public opinion to benefit its members or a specific cause. For investors it matters because these groups can drive changes—through lobbying, public campaigns, or shareholder activism—that affect a company’s costs, legal risks, reputation, or market value, much like a local community pushing for a zoning change that alters neighborhood property prices.

conversion rate financial

"may be surrendered for conversion ... at an increased conversion rate"

Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.

repurchase price financial

"at a repurchase price equal to 100% of the principal amount"

Repurchase price is the amount a company or counterparty pays to buy back a security, typically a share of stock or a bond, from the holder. Think of it like a store offering to buy back a product at a set sticker price; that number tells investors how much cash the seller will receive and how much the buyer must spend. It matters because the repurchase price affects a company’s cash position, the number of shares outstanding and therefore per-share earnings and ownership percentages, so it can change the value and returns for existing investors.

AI-generated analysis. Not financial advice.

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").

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.

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. 

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 "Fundamental Change Repurchase Date") at a repurchase price equal to 100% of the principal amount of such Notes or such portion of the principal amount of Notes, as applicable, plus any accrued and unpaid Special Interest (as defined in the Indenture) thereon from February 11, 2026 to, but excluding, the Fundamental Change Repurchase Date. 

As more fully described in the Offer to Purchase, as a result of the Make-Whole Fundamental Change, all or any portion of a holder's Notes may be surrendered for conversion at any time from or after the Effective Date until March 20, 2026, which is the second business day immediately prior to the Fundamental Change Repurchase Date (the "Make-Whole Conversion Period"), at an increased conversion rate. Holders who tender all or part of their Notes in accordance with the Offer to Purchase may not surrender such Notes for conversion unless they validly withdraw their Notes from the tender in accordance with the Offer to Purchase.

If a holder does not convert its Notes during the Make-Whole Conversion Period and thus does not convert its Notes "in connection with" a Make-Whole Fundamental Change, such holder may convert its Notes during certain periods and upon the occurrence of certain conditions specified in the Indenture until the close of business on June 13, 2030, the second scheduled trading day immediately preceding the maturity date. 

Holders of Notes should read carefully the Offer to Purchase regarding their conversion rights in connection with the Make-Whole Fundamental Change and their rights to require the repurchase of their Notes, as it contains important information as to the procedures and timing for the exercise of such rights.

About Palo Alto Networks

Palo Alto Networks (NASDAQ: PANW), the global AI cybersecurity leader, protects our digital way of life with a comprehensive portfolio of cybersecurity solutions and platforms across Network, Cloud, Security Operations, AI and Identity. Trusted by 70,000+ customers and powered by Unit 42 threat intelligence, our AI-driven platforms eliminate complexity, empowering enterprises to modernize with confidence and securing the speed of innovation. Explore the future of security at www.paloaltonetworks.com.

Palo Alto Networks and the Palo Alto Networks logo are trademarks of Palo Alto Networks, Inc. in the United States or in jurisdictions throughout the world. All other trademarks, trade names, or service marks used or mentioned herein belong to their respective owners. Any unreleased services or features (and any services or features not generally available to customers) referenced in this or other press releases or public statements are not currently available (or are not yet generally available to customers) and may not be delivered when expected or at all. Customers who purchase Palo Alto Networks applications should make their purchase decisions based on services and features currently generally available.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts made in this press release may be forward-looking. We use words such as "anticipates," "believes," "continue," "estimate," "expects," "future," "intends," "may," "plan," and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons.

There are a significant number of factors that could cause actual results to differ materially from forward-looking statements made or implied in this press release, including:  Palo Alto Networks' ability to successfully integrate CyberArk's businesses and technologies; the risk that the expected benefits and synergies of the transaction may not be fully achieved in a timely manner, or at all; the risk that Palo Alto Networks or CyberArk will be unable to retain and hire key personnel; significant and/or unanticipated difficulties, liabilities or expenditures relating to the integration of CyberArk into Palo Alto Networks; the effect of the completion of the transaction on the parties' business relationships and business operations generally; the effect of the completion of the transaction on Palo Alto Networks' common share price and uncertainty as to the long-term value of Palo Alto Networks' common shares; risks related to disruption of management time from ongoing business operations due to the integration efforts required for the transaction; developments and changes in general or worldwide market, geopolitical, economic, and business conditions; failure of Palo Alto Networks' platformization product offerings; failure to achieve the expected benefits of Palo Alto Networks' strategic partnerships and acquisitions; changes in the fair value of Palo Alto Networks' contingent consideration liability associated with acquisitions; risks associated with managing Palo Alto Networks' 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 Palo Alto Networks' business strategies; rapidly evolving technological developments in the market for security products, subscriptions and support offerings; defects, errors, or vulnerabilities in our products, subscriptions or support offerings; Palo Alto Networks' customers' purchasing decisions and the length of sales cycles; Palo Alto Networks' competition and the expanded scope of its competitors as a result of completing the CyberArk transaction; Palo Alto Networks' ability to attract and retain new customers; Palo Alto Networks' ability to acquire and integrate other companies, products, or technologies in a successful manner; Palo Alto Networks' 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; and Palo Alto Networks' debt repayment obligations.

For additional risks and uncertainties on these and other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Palo Alto Networks' periodic reports and other filings with the Securities and Exchange Commission"", including the risk factors contained in Palo Alto Networks' most recent annual report on Form 10-K and periodic quarterly reports on Form 10-Q. All forward-looking statements in this press release are based on current beliefs and information available to management as of the date hereof, and Palo Alto Networks does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

Other Important Information

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that Palo Alto Networks has filed with the SEC. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE) CONTAIN IMPORTANT INFORMATION. HOLDERS OF NOTES ARE URGED TO READ THESE DOCUMENTS (AS THEY MAY BE AMENDED FROM TIME TO TIME) CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF NOTES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TENDER OFFER. The Offer to Purchase is available to all holders of the Notes at no expense to them. The tender offer materials are available for free at the SEC's website at www.sec.gov. Additional copies may be obtained for free by contacting Palo Alto Network's Corporate Secretary at 3000 Tannery Way, Santa Clara, California 95054, or (408) 753-4000.

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SOURCE Palo Alto Networks, Inc.

FAQ

What did Palo Alto Networks (PANW) announce about CyberArk's convertible notes on February 19, 2026?

Palo Alto Networks offered to purchase CyberArk's 0.00% Convertible Senior Notes due 2030 for cash. According to Palo Alto Networks, this follows the Acquisition effective February 11, 2026 and invokes Fundamental Change repurchase and Make-Whole conversion rights.

How can holders require repurchase of CyberArk notes under PANW's offer (PANW)?

Holders can require repurchase by 5:00 p.m. New York City time on March 20, 2026. According to Palo Alto Networks, repurchase occurs on March 24, 2026 at 100% of principal plus accrued Special Interest.

What conversion rights exist after Palo Alto Networks closed the CyberArk acquisition (PANW)?

Holders may convert at an increased conversion rate from the Effective Date through March 20, 2026. According to Palo Alto Networks, if not converted in that window, conversion rights continue under the Indenture until June 13, 2030.

What is the repurchase price for CyberArk's notes under PANW's Offer to Purchase (PANW)?

The repurchase price equals 100% of the principal amount plus any accrued and unpaid Special Interest. According to Palo Alto Networks, Special Interest accrues from February 11, 2026 to but excluding the repurchase date.

When did the Acquisition that triggered the Make-Whole Fundamental Change become effective for PANW and CyberArk notes?

The Make-Whole Fundamental Change became effective on February 11, 2026. According to Palo Alto Networks, that date was the closing date of the Acquisition and starts the Make-Whole conversion and repurchase timelines.