As filed with the Securities and Exchange Commission
on February 11, 2026
Registration No. 333-282772
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-282772)
TO
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CyberArk Software Ltd.
(Exact Name of Registrant as Specified in Its
Charter)
| State of Israel |
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Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
9 Hapsagot St.
Park Ofer 2, POB 3143
Petach-Tikva, 4951041 Israel
(Address and telephone number of Registrant’s
principal executive offices)
Bruce Byrd, Esq.
Executive Vice President and General Counsel
Palo Alto Networks, Inc.
3000 Tannery Way
Santa Clara, California 95054
Telephone: (408) 753-4000
(Name, address, and telephone
number of agent for service)
Copies To:
Jacob A. Kling, Esq.
George N. Tepe, Esq.
Wachtell, Lipton,
Rosen & Katz
51 West 52nd Street
New York, New York
10019
(212) 403-1000
Approximate date of commencement of proposed sale to the public: Not
applicable.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933.
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Emerging growth company |
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¨ |
If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨
† The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
DEREGISTRATION OF UNSOLD SECURITIES
CyberArk Software Ltd., a company incorporated
under the laws of the State of Israel (the “Registrant”), is filing this Post-Effective Amendment (this “Post-Effective
Amendment”) to the Registration Statement No. 333-282772 on Form F-3ASR (the “Registration Statement”), which
was filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on October 22, 2024 and pertained
to the registration of up to 2,285,076 Ordinary Shares, par value NIS 0.01 per share, of the Registrant, to deregister any and all securities
registered but unsold or otherwise unissued as of the date hereof under the Registration Statement.
On February 11, 2026, pursuant to and in
accordance with the Agreement and Plan of Merger, dated as of July 30, 2025, by and among Palo Alto Networks, Inc., a
Delaware corporation (“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 the Registrant, Merger Sub merged with and into the Registrant, with
the Registrant surviving the merger as a wholly owned subsidiary of PANW (the “Merger”).
In connection with the completion of the Merger,
the Registrant has terminated the offering of its securities pursuant to the Registration Statement. In accordance with an undertaking
made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities
being registered under the Registration Statement which remain unsold at the termination of the offering, by filing this Post-Effective
Amendment, the Registrant hereby removes from registration all securities registered but unsold under such Registration Statement, if
any, as of the date hereof, and the Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused the Post-Effective Amendment to the above-referenced Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California,
on this 11th day of February, 2026.
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CYBERARK SOFTWARE LTD. |
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By: |
/s/ Bruce Byrd |
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Name: Bruce Byrd |
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Title: Authorized Signatory |
Note: No other person is required to sign these
Post-Effective Amendments to the above-referenced Registration Statement in reliance on Rule 478 under the Securities Act of 1933,
as amended.
SIGNATURE OF AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this
registration statement on this 11th day of February, 2026.
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By: |
/s/ Bruce Byrd |
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Name: Bruce Byrd |
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Title: Authorized Signatory |
