[6-K] CyberArk Software Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

CyberArk Software Ltd. (CYBR) filed a Form 6-K to disclose two key items. First, on 30 July 2025 the company and Palo Alto Networks, Inc. (PANW) signed a definitive Agreement and Plan of Merger under which PANW will acquire CyberArk. A joint press release (Ex. 99.1) and a webcast scheduled for 6:30 a.m. PT on the same day will provide further details. No purchase price, consideration mix or expected closing date is included in this filing.

Second, CyberArk furnished a press release (Ex. 99.2) titled “CyberArk Announces Strong Second Quarter 2025 Results.” While the filing incorporates the accompanying U.S.-GAAP balance sheet, income statement and cash-flow statement into various S-8 registration statements, the numerical results themselves are not presented in the body of the 6-K. Management characterises the quarter as “strong,” but specific revenue, EPS or guidance figures are unavailable here.

The filing clarifies that, except for the incorporated financial statements, the furnished information is not deemed “filed” under the Exchange Act, limiting liability exposure. CFO Erica Smith signed the report on 30 July 2025.

Positive

• Definitive merger agreement with Palo Alto Networks reduces execution uncertainty and positions shareholders for a liquidity event.
• Public characterisation of Q2 2025 as “strong” hints at continued operational momentum leading into the transaction.

Negative

• None.

Insights

M&A Specialist

TL;DR – PANW-CYBR definitive deal disclosed; financial terms absent.

The filing formally signals CyberArk’s agreement to be acquired by Palo Alto Networks, confirming earlier speculation of consolidation in identity security. Absence of deal economics prevents valuation work, but definitive status materially de-risks execution relative to an LOI. Webcast timing implies rapid investor communication. Incorporation of Q2 financial statements into S-8s suggests continuity of equity-compensation programs until close. Overall, the document is impactful because it moves CYBR’s standalone investment thesis to a take-out scenario, pending price details and regulatory approvals.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 under the

Securities Exchange Act of 1934

For the month of July 2025

Commission File Number: 001-36625

CyberArk Software Ltd.

(Translation of registrant’s name into English)

CyberArk Software Ltd.

9 Hapsagot St.

Park Ofer B, P.O. Box 3143

Petach-Tikva, 4951040 Israel

 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x          Form 40-F ¨

EXPLANATORY NOTE

Entry Into Agreement and Plan of Merger

On July 30, 2025, CyberArk Software Ltd. (the “Company”) and Palo Alto Networks, Inc. (“PANW”) issued a joint press release announcing their entry into a definitive agreement for the Company to be acquired by PANW (the “Transaction”). A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.

PANW will be hosting a webcast at 6:30 am (PT) on July 30, 2025 to discuss the Transaction, with the Company’s participation. Further information on the webcast is available in the press release.

Second Quarter 2025 Earnings Announcement

On July 30, 2025, the Company issued a press release entitled “CyberArk Announces Strong Second Quarter 2025 Results.” A copy of this press release is furnished as Exhibit 99.2 herewith.

Other than as indicated below, the information in this Form 6-K (including in Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

The U.S. GAAP financial information contained in (i) the consolidated balance sheets, (ii) consolidated statements of operations and (iii) consolidated statement of cash flows included in the press release attached as Exhibit 99.2 to this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-200367, 333- 202850, 333-216755, 333-223729, 333-230269, 333-236909, 333-254152, 333-254154, 333-263436, 333-270222, 333-270223, 333-277932, 333-280349, 333-285753 and 333-285751).

EXHIBIT INDEX

Exhibit		Description
99.1		Press release dated July 30, 2025 titled “Palo Alto Networks Announces Agreement to Acquire CyberArk, the Identity Security Leader”
99.2		Press release dated July 30, 2025 titled “CyberArk Announces Strong Second Quarter 2025 Results”

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 30, 2025
	CYBERARK SOFTWARE LTD.
	By:	/s/ Erica Smith
	Name:	Erica Smith
	Title:	Chief Financial Officer

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FAQ

What did CyberArk (CYBR) announce in its July 2025 Form 6-K?

It disclosed a definitive agreement for acquisition by Palo Alto Networks and furnished a press release on strong Q2 2025 results.

Is the purchase price for PANW’s acquisition of CyberArk disclosed?

No. The 6-K references the agreement but does not include financial terms.

When will the PANW–CYBR transaction webcast occur?

At 6:30 a.m. Pacific Time on 30 July 2025.

Are CyberArk’s Q2 2025 financial numbers included in the filing?

Detailed U.S.-GAAP statements are incorporated by reference but not reproduced in the 6-K text.

Which exhibits accompany this 6-K filing?

Ex 99.1: joint press release on the merger; Ex 99.2: press release on Q2 2025 results.