Palo Alto Networks (PANW) details new combo settlement for CyberArk 2030 notes

Rhea-AI Filing Summary

Palo Alto Networks, Inc. reported that CyberArk Software Ltd. has changed the default settlement method for its 0.00% Convertible Senior Notes due 2030. Effective for any conversion with a Conversion Date on or after March 23, 2026, the Default Settlement Method will be Combination Settlement.

The filing states that the Specified Dollar Amount is $1,000 per $1,000 principal amount of Notes. All such conversions will use this Combination Settlement and Specified Dollar Amount unless and until the settlement method is later modified in accordance with the Indenture.

Palo Alto Networks Inc false 0001327567 0001327567 2026-03-23 2026-03-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

March 23, 2026

Date of Report (Date of earliest event reported)

PALO ALTO NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35594		20-2530195
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3000 Tannery Way

Santa Clara, California 95054

(Address of principal executive offices)

(408) 753-4000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common stock, $0.0001 par value per share		PANW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Reference is made to that certain Indenture, dated as of June 10, 2025 (the “Base Indenture”), between CyberArk Software Ltd. (the “CyberArk”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended, supplemented or otherwise modified from time, including by that certain First Supplemental Indenture, dated as of February 11, 2026 (the “Supplemental Indenture”), among the Company, the Trustee and Palo Alto Networks, Inc. (the “Indenture”), governing CyberArk’s 0.00% Convertible Senior Notes due 2030 (the “Notes”). The Trustee also serves as the paying agent and the conversion agent under the Indenture. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Indenture.

On March 23, 2026, CyberArk notified holders of the Notes, the Trustee and the conversion agent that the Default Settlement Method will be Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes with respect to any conversion of Notes that occurs on or after March 23, 2026. As a result, all conversions of Notes with a Conversion Date on and after March 23, 2026 will be settled by Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes until the Company modifies the Settlement Method in accordance with the Indenture.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

		PALO ALTO NETWORKS, INC.
Date: March 23, 2026		By:		/s/ Bruce Byrd
				Name:		Bruce Byrd
				Title:		Executive Vice President and General Counsel

FAQ

What did Palo Alto Networks (PANW) disclose about CyberArk’s convertible notes?

Palo Alto Networks disclosed that CyberArk changed the Default Settlement Method for its 0.00% Convertible Senior Notes due 2030 to Combination Settlement for conversions on or after March 23, 2026, under the existing Indenture structure involving Palo Alto Networks and the trustee.

When does the new Combination Settlement method take effect for CyberArk’s notes?

The new Combination Settlement method applies to any conversion of CyberArk’s 0.00% Convertible Senior Notes due 2030 with a Conversion Date on or after March 23, 2026. Conversions before that date are not covered by this updated default settlement description in the filing.

What is the Specified Dollar Amount for CyberArk’s convertible notes under the new method?

The Specified Dollar Amount is $1,000 per $1,000 principal amount of CyberArk’s 0.00% Convertible Senior Notes due 2030. This figure defines the dollar component used in the Combination Settlement for note conversions after the effective date described.

Which companies and parties are involved in the Indenture governing CyberArk’s notes?

The Indenture governing CyberArk’s 0.00% Convertible Senior Notes due 2030 involves CyberArk Software Ltd. as issuer, U.S. Bank Trust Company, National Association as trustee, paying agent and conversion agent, and Palo Alto Networks, Inc. as an additional party under a First Supplemental Indenture.

Does the new settlement method apply to all future conversions of CyberArk’s notes?

The filing states that all conversions of CyberArk’s notes with a Conversion Date on and after March 23, 2026 will be settled by Combination Settlement using the stated Specified Dollar Amount, until the settlement method is modified in accordance with the Indenture’s provisions.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB