CYBR 6-K Reveals Proposed Palo Alto Networks Deal, Lists Key Closing Risks

Rhea-AI Filing Summary

The report on Form 6-K discloses a proposed transaction between Palo Alto Networks (PANW) and CyberArk (CYBR) and states the filing contains forward-looking statements about that potential deal. It lists numerous specific risks that could prevent the transaction from closing or achieving expected benefits, including termination events, shareholder approval, regulatory approvals, integration challenges, retention of key personnel, unanticipated liabilities or costs, impacts on business relationships and share prices, legal proceedings, and general market or technological risks. The report emphasizes that forward-looking statements reflect current expectations and may change and that neither party assumes an obligation to update those statements.

Positive

• Proposed transaction disclosed between Palo Alto Networks (PANW) and CyberArk, confirming a material corporate development
• Comprehensive forward-looking framework provided, clarifying the nature and limits of forward-looking statements and management expectations

Negative

• Numerous material risks identified that could prevent the transaction from closing or achieving anticipated benefits, including shareholder and regulatory approvals
• Integration and retention risks noted, including potential inability to integrate CyberArk’s businesses and retain key personnel
• Potential for significant unanticipated liabilities or expenditures related to the transaction
• Risk of adverse effects on business relationships and share prices due to announcement or pendency of the proposed transaction

Insights

Mergers & Acquisitions Specialist

TL;DR: The filing announces a proposed PANW–CyberArk transaction and highlights extensive closing and integration risks that could affect deal completion and value.

The disclosure is standard for an M&A-related Form 6-K: it confirms the existence of a proposed transaction and provides a comprehensive catalog of deal, regulatory, operational, and market risks. Key concerns for investors include shareholder approval risk, potential regulatory conditions, integration and retention of critical personnel, and the possibility of unforeseen liabilities or expenditure that could erode expected synergies. The filing appropriately frames all statements as forward-looking and limits update obligations.

Corporate Governance & Risk Analyst

TL;DR: The company explicitly warns investors about multiple material risks tied to the proposed transaction and post-announcement impacts.

This report focuses on risk disclosure rather than financial metrics, listing plausible governance and market risks, including disruption to management, litigation risk, and effects on share prices. For governance review, the emphasis on shareholder and regulatory approvals is material because they are necessary conditions to consummate the transaction. The filing’s tone and breadth of risks signal cautious communication to stakeholders while reserving rights to not update forward-looking statements.

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 September 2025

Commission File Number: 001-36625

CyberArk Software Ltd.

(Translation of registrant’s name into English)

CyberArk Software Ltd.

9 Hapsagot St.

Park Ofer 2, POB 3143

Petach-Tikva, 4951041 Israel

(Address of principal executive offices)

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

Form 20-F ☒   Form 40-F ☐

EXPLANATORY NOTE

CyberArk Software Ltd. (the “Company” or “CyberArk”) hereby furnishes the following documents:

• Exhibit 99.1. Proxy statement with respect to the Company’s special general meeting of shareholders (the “Meeting”) to be held at 4:00 p.m. (Israel time) on November 13, 2025, at the Company’s offices at 9 Hapsagot St., Park Ofer B, Petach-Tikva, Israel, describing proposals to be voted upon at the Meeting, the procedure for voting in person or by proxy at the Meeting and various other details related to the Meeting;

• Exhibit 99.2. Proxy card for use in connection with the Meeting (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to the Registration Statement on Form S-4 of Palo Alto Networks, Inc. (“PANW”) filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2025);

• Exhibit 99.3. Consent of Ernst  & Young LLP, Independent Registered Public Accounting Firm; and

• Exhibit 99.4. Consent of Qatalyst Partners LP.

This Report on Form 6-K is 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, 333-285751 and 333-285753) and on Form F-3 (File No. 333-282772).

Forward-Looking Statements

This Report on Form 6-K relates to a proposed transaction between PANW and CyberArk. This Report on Form 6-K 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, including, without limitation, statements regarding the potential transaction between PANW and CyberArk, the expected timing of the Meeting and the furnishing of the proxy statement, proxy card and other materials and any other statements regarding events or developments that may occur in the future, made in this Report on Form 6-K are 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 Report on Form 6-K, including: the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction between PANW and CyberArk; PANW’s ability to successfully integrate CyberArk’s businesses and technologies; the risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all; the risk that PANW or CyberArk will be unable to retain and hire key personnel; the risk associated with CyberArk’s ability to obtain the approval of its shareholders required to consummate the proposed transaction; the risk that the conditions to the proposed transaction are not satisfied on a timely basis, or at all, or the failure of the proposed transaction to close for any other reason or to close on the anticipated terms; the risk that any regulatory approval, consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated or that could adversely affect the expected benefits of the transaction; significant and/or unanticipated difficulties, liabilities or expenditures relating to the transaction; the effect of the announcement, pendency or completion of the proposed transaction on the parties’ business relationships and business operations generally; the effect of the announcement or pendency of the proposed transaction on the parties’ common or ordinary share prices and uncertainty as to the long-term value of PANW’s or CyberArk’s common or ordinary shares; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the outcome of any legal proceedings that may be instituted against PANW, CyberArk or their respective directors; developments and changes in general or worldwide market, geopolitical, economic, and business conditions; failure of PANW’s platformization product offerings; failure to achieve the expected benefits of PANW’s strategic partnerships and acquisitions; changes in the fair value of PANW’s contingent consideration liability associated with acquisitions; risks associated with managing PANW’s 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 PANW’s or CyberArk’s 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; PANW’s customers’ purchasing decisions and the length of sales cycles; PANW’s competition; PANW’s ability to attract and retain new customers; PANW’s ability to acquire and integrate other companies, products, or technologies in a successful manner; PANW’s 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.

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 PANW’s and CyberArk’s respective periodic reports and other filings with the SEC, including the risk factors contained in PANW’s and CyberArk’s annual report on Form 10-K or 20-F, as applicable, periodic quarterly reports on Form 10-Q or reports of foreign private issuer on Form 6-K, as applicable. All forward-looking statements in this Report on Form 6-K are based on current beliefs and information available to management as of the date hereof, and neither PANW nor CyberArk assumes 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.

Additional Information about the Merger and Where to Find It

In connection with the proposed transaction, PANW has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of CyberArk that also constitutes a prospectus of PANW common stock to be offered in the proposed transaction. Each of PANW and CyberArk may also file or furnish other relevant documents with the SEC regarding the proposed transaction. This Report on Form 6-K is not a substitute for the proxy statement/prospectus or registration statement or any other document that PANW or CyberArk may file or furnish with the SEC or send to security holders in connection with the proposed transaction. The registration statement includes a definitive proxy statement/prospectus, which will be sent to shareholders of CyberArk seeking their approval of the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED OR FURNISHED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and proxy statement/prospectus and other documents containing important information about PANW, CyberArk and the proposed transaction once such documents are filed or furnished with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by PANW will be available free of charge on PANW’s website at www.paloaltonetworks.com or by contacting PANW’s Investor Relations Department by email at ir@paloaltonetworks.com. Copies of the documents filed or furnished with the SEC by CyberArk will be available free of charge on CyberArk’s website at www.cyberark.com or by contacting CyberArk’s Investor Relations department by email at ir@cyberark.com or by phone at 617-558-2132.

SIGNATURES

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.

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

FAQ

What does the CyberArk (CYBR) Form 6-K disclose about a PANW transaction?

The filing discloses a proposed transaction between PANW and CyberArk and states it contains forward-looking statements about timing, proxy materials, and expected benefits.

What are the main risks cited in CyberArk's 6-K regarding the proposed deal?

Main risks include termination events, shareholder and regulatory approval risk, integration challenges, retention of key personnel, unexpected liabilities or costs, and impacts on share prices and business operations.

Does CyberArk commit to updating its forward-looking statements in the 6-K?

No; the filing states that forward-looking statements reflect current beliefs and that neither party assumes an obligation to update those statements.

Will shareholder approval be required for the CyberArk–PANW transaction?

Yes; the filing explicitly notes the risk associated with CyberArk’s ability to obtain shareholder approval required to consummate the proposed transaction.

Does the 6-K include financial results or tables about the transaction?

No; the document focuses on the proposed transaction and risk disclosures and does not include financial tables or earnings data.