Palo Alto Networks 8-K Flags Contingent Consideration, Integration and AI Risks

Rhea-AI Filing Summary

Palo Alto Networks, Inc. filed an 8-K describing material developments and listing risks tied to its business, partnerships and an identified counterparty, CyberArk. The filing warns of legal proceedings, global market and geopolitical shifts, and risks from product development and commercialization, including offerings that leverage AI. It notes potential changes in the fair value of contingent consideration liabilities from acquisitions and highlights execution risks from growth and strategic initiatives. The filing directs investors to both companies' websites and investor relations contacts for copies of SEC submissions.

Positive

• Transparency: The company provides clear directions for investors to obtain SEC-filed documents from both Palo Alto Networks and CyberArk websites and IR contacts.
• Detailed risk disclosure: The filing enumerates multiple potential operational and market risks, which improves investor awareness of material uncertainties.

Negative

• Material uncertainties disclosed: The filing cites litigation risk, macroeconomic and geopolitical volatility, execution risk on product and AI offerings, and potential changes in contingent consideration fair value.
• Integration and growth risks: The company warns that strategic partnerships and acquisitions may not deliver expected benefits, creating execution risk.

Insights

Financial Analyst

TL;DR The 8-K reiterates material risk exposures around integrations, contingent consideration and technology execution, with disclosure channels for SEC filings.

The filing emphasizes a range of operational and market risks that could affect future performance, including litigation, macroeconomic and geopolitical volatility, and the possibility that new or AI-enabled products may not achieve market acceptance. It specifically calls out variability in the fair value of contingent consideration tied to acquisitions, which can create post-acquisition earnings and balance sheet volatility. The disclosure also provides investor contact and website references for obtaining the underlying SEC documents.

Corporate Governance Expert

TL;DR Disclosure is precautionary and procedural, emphasizing investor access to filings and enumerating common post-transaction risks.

The document lists customary corporate and transaction-related risks, including litigation risk and integration challenges with strategic partners such as CyberArk. The absence of a named signer and redacted signature details in the excerpt limits assessment of governance signaling. The company follows standard practice by directing investors to public SEC filings and investor relations for further documentation.

Palo Alto Networks Inc false 0001327567 0001327567 2025-09-24 2025-09-24

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

September 24, 2025

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.

As previously disclosed, on July 30, 2025, Palo Alto Networks, Inc., a Delaware corporation (“PANW”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among 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 CyberArk Software Ltd., a company organized under the laws of the State of Israel (“CyberArk”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into CyberArk (the “Merger”), with CyberArk continuing as the surviving corporation in the Merger and a wholly owned subsidiary of PANW.

Among other things, the completion of the Merger is conditioned upon the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Waiting Period”). On September 24, 2025, the parties received early termination of the HSR Waiting Period. The closing of the Merger remains subject to the receipt of the remaining required regulatory clearances and approvals, the approval of the Merger Agreement and the Merger by CyberArk shareholders, and other customary closing conditions.

Forward-Looking Statements

This Current Report on Form 8-K relates to a proposed transaction between PANW and CyberArk. This Current Report on Form 8-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 benefits of the proposed transaction, statements related to the expected timing of the completion of the proposed transaction, PANW plans, objectives, expectations and intentions, and other statements that are not historical facts, made in this Current Report on Form 8-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 Current Report on Form 8-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

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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 Current Report on Form 8-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.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Merger and Where to Find It

In connection with the proposed transaction, PANW filed with the SEC a registration statement on Form S-4 on September 12, 2025 (which is available at https://www.sec.gov/Archives/edgar/data/1327567/000119312525202356/0001193125-25-202356-index.htm), which includes a proxy statement of CyberArk that also constitutes a prospectus of PANW common shares 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 Current Report on Form 8-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.

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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: September 25, 2025		By:		/s/ Bruce Byrd
				Name:		Bruce Byrd
				Title:		Executive Vice President and General Counsel

FAQ

What does the PANW 8-K say about risks related to CyberArk?

The filing mentions potential legal proceedings involving CyberArk and discloses risks tied to the outcome of any such proceedings and to the companies' respective directors.

Where can investors obtain the SEC documents referenced in the PANW 8-K?

Investors can obtain copies free of charge on Palo Alto Networks' website at www.paloaltonetworks.com or via IR email ir@paloaltonetworks.com, and on CyberArk's website at www.cyberark.com or via IR email ir@cyberark.com or phone 617-558-2132.

Does the filing disclose financial impacts or amounts for contingent consideration?

No specific dollar amounts or financial impacts for contingent consideration are provided; the filing only notes changes in fair value as a risk.

Does the 8-K state a signing officer and date?

The excerpt shows the date as September 25, 2025 and lists the title Executive Vice President and General Counsel, but the signer name is not included in the provided text.

Does the filing mention AI-related product risks?

Yes, the filing explicitly cites risks associated with new product, subscription and support offerings that leverage AI, including market acceptance and development timing risks.