CyberArk Software Ltd. Files 6-K, References Merger Agreement

TL;DR

CyberArk 6-K filed, referencing July 31 merger deal.

AI Summary

CyberArk Software Ltd. is filing a Form 6-K, reporting on events for the month of November 2025. This filing references a previous Form 6-K from July 31, 2025, which disclosed CyberArk's entry into an Agreement and Plan of Merger.

Why It Matters

This filing serves as an update for investors regarding CyberArk's ongoing corporate activities, specifically referencing a previously disclosed merger agreement.

Risk Assessment

Risk Level: low — This is a routine filing (6-K) that references a prior disclosure, not announcing new material events or financial results.

Key Players & Entities

• CyberArk Software Ltd. (company) — Registrant
• 001-36625 (dollar_amount) — SEC File Number
• July 31, 2025 (date) — Date of previous 6-K filing

FAQ

Key Financial Figures

• $1,919 million — ash and cash equivalents of CyberArk of $1,919 million as of June 30, 2025, as provided by Cy
• $1,250 million — rsquo;s outstanding convertible debt of $1,250 million as of June 30, 2025, as provided by Cyb

Filing Documents

• tm2530111d1_6k.htm (6-K) — 192KB
• 0001104659-25-106346.txt ( ) — 193KB

From the Filing

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 November 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 As previously disclosed on a Form 6-K furnished to the Securities and Exchange Commission (the “SEC”) on July 31, 2025, CyberArk Software Ltd., a company organized under the laws of the Agreement”), dated as of July 30, 2025, by and among the Company, Palo Alto Networks, Inc., a Delaware corporation (“PANW”), and Athens Strategies Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of PANW (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of PANW. PANW filed a Registration Statement on Form S-4 with the SEC (the “S-4”) on September 12, 2025, as amended on September 26, 2025, containing a proxy statement of CyberArk (the “Proxy connection with the Merger and related transactions (the “Special Meeting”), which also constitutes a prospectus of PANW common shares to be offered in the Merger. On September 30, 2025, the S-4 was declared effective by the SEC and the Company furnished the Proxy Statement to the SEC. As of the date hereof, the Company has received demand letters from purported CyberArk shareholders alleging that the S-4 and Proxy Statement is materially incomplete and misleading because it fails to disclose certain purportedly material information and requesting that the Company supplement such disclosures prior to the Special Meeting (“Demand Letters”). The Company believes that the disclosures set forth in the Proxy Statement comply fully with all applicable laws and denies the allegations in the Demand Letters. However, solely to moot the claims in the Demand Letters, avoid nuisance and possible expense and business delays, and provide additional information to its shareholders, the Company has determined voluntarily to supplement certain disclosures in the Proxy Statement related to the claims in the Demand Letters with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Demand Letters that any additional disclosure was or is required or material. Supplemental Disclosures to Proxy Statement The following information supplements the Proxy Statement and should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references used herein refer to pages in the Proxy Statement before any additions or deletions resulting from the Supplemental Disclosures, and capitalized terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Except as specifically noted herein, the information set forth in the Proxy Statement remains unchanged. New text within restated language from the Proxy Statement is highlighted with bold, underlined text and removed language within restated language from the Proxy Statement is indicated by strikethrough text . The section of the Proxy Statement entitled “The Merger – Opinion of Qatalyst Partners LP, CyberArk’s Financial Advisor” is amended as follows: The following bolded and underlined language is added to the fourth bullet under the caption “The Merger – Opinion of Qatalyst Partners LP, CyberArk’s Financial Advisor – Illustrative Discounted Cash Flow Analysis” beginning on page 71 of the Proxy Statement: · the cash and cash equivalents of CyberArk of $1,919 million as of June 30, 2025, as provided by CyberArk’s management. The following bolded and underlined language is added to the sixth bullet under the caption “The Merger – Opinion of Qatalyst Partners LP, CyberArk’s Financial Advisor – Illustrative Discounted Cash Flow Analysis” beginning on page 71 of the Proxy Statement: · the face value of CyberArk’s outstanding convertible debt of $1,250 million as of June 30, 2025, as provided by Cyb

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View this 6-K filing on SEC EDGAR