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

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FAQ

Filing Exhibits & Attachments

8-K Event Classification

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

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

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

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

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

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

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.

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

03/23/2026 - 04:10 PM

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.

Source: View Original Filing on SEC EDGAR

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.

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.

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.

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.

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.

PALO ALTO NETWORKS, INC.

Date: March 23, 2026

/s/ Bruce Byrd

Bruce Byrd

Executive Vice President and General Counsel

3 documents