INTRODUCTORY STATEMENT
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially
filed with the Securities and Exchange Commission on February 19, 2026 (as amended from time to time, the “Schedule TO”) filed by Palo Alto Networks, Inc., a Delaware corporation (the “Parent” or
“Palo Alto Networks”).
In accordance with the Indenture, dated as of June 10, 2025 (the “Base
Indenture”), among CyberArk Software Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (the “Company” or “CyberArk”), and U.S. Bank Trust Company,
National Association, as trustee (the “Trustee”), and the First Supplemental Indenture, dated as of February 11, 2026 (the “Supplemental Indenture”, and the Base Indenture, as amended, supplemented or
otherwise modified from time to time, including by the Supplemental Indenture, the “Indenture”), among Parent, the Company, and the Trustee, relating to the 0.00% Convertible Senior Notes due 2030 (the “Notes”)
of the Company, and pursuant to the terms and subject to the conditions set forth therein, Palo Alto Networks filed the Schedule TO with respect to the right of each holder (the “Holder”) of the Notes to require the repurchase for
cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $100,000.00 or an integral multiple of $100,000.00 in excess thereof (or such lesser amount held by any such Holder), on March 24, 2026,
pursuant to the terms and conditions of the Offer to Purchase, dated February 19, 2026 (as it may be amended and supplemented from time to time, the “Offer to Purchase”), attached to the Schedule TO as Exhibit (a)(1) thereto,
the Indenture and the Notes.
The Schedule TO is provided in connection with the acquisition by Palo Alto Networks of CyberArk
pursuant to the Agreement and Plan of Merger, dated as of July 30, 2025, by and among Palo Alto Networks, CyberArk and Athens Strategies Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Palo Alto
Networks (“Merger Sub”), pursuant to which Merger Sub merged with and into CyberArk, with CyberArk continuing as the surviving corporation and a wholly owned subsidiary of Palo Alto Networks, on February 11, 2026.
The Schedule TO is intended to satisfy the requirements of Rules 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). All of the information set forth in the Offer to Purchase is incorporated in the Schedule TO in response to Items 1 through 11 of the Schedule TO, except for those Items as to which information is
specifically provided in the Schedule TO. All capitalized terms used but not specifically defined in the Schedule TO shall have the meanings given to such terms in the Offer to Purchase.
Items 1 through 11.
The offer to
purchase the Notes, which commenced on February 19, 2026, expired at 5:00 p.m., New York City time, on March 20, 2026. Palo Alto Networks has been advised by the Paying Agent that no Holders tendered any Notes pursuant to the Repurchase
Right prior to 5:00 p.m., New York City time, on March 20, 2026. As such, no consideration will be delivered to any Holders pursuant to the Repurchase Right.
$152,500,000.00 aggregate principal amount of Notes was surrendered during the Make-Whole Fundamental Change Period for conversion of the
Notes into cash at the Make-Whole Conversion Rate. The consideration for such Notes will be delivered to the applicable Holders in accordance with the terms of the Indenture and the Offer to Purchase.
After giving effect to conversions effected pursuant to the Make-Whole Conversion Right, $1,097,500,000.00 aggregate principal amount of
Notes will remain outstanding.
