Filed by Palo Alto Networks, Inc.
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: CyberArk Software Ltd.
Commission File No.: 001-36625
Date: August 1, 2025
The following text is from an article on CRN regarding Palo Alto Networks, Inc. (“PANW”) and the proposed acquisition of CyberArk Software Ltd. PANW posted the article on LinkedIn and retweeted it on X from the PANW corporate accounts.
Analysis: Why Palo Alto Networks Is The Apple Of The Cybersecurity Industry
BY KYLE ALSPACH
JULY 31, 2025, 10:22 AM EDT
CEO Nikesh Arora has proven a number of times at this point that unorthodox strategic moves are the way to bigger opportunities in the longer term.
From the very start, Nikesh Arora encountered, in his own words, a “fair share of naysayers” after arriving as CEO at Palo Alto Networks in 2018.
An outsider to cybersecurity, Arora was by no means the obvious choice for the role. The former high-level Google executive also quickly set the vendor on a new course with an aggressive acquisition strategy meant to turn Palo Alto Networks into much more than a firewall vendor.
Most, I think, would agree that it has worked. And so has Arora’s major “platformization” strategy shift initiated in early 2024, judging from the results so far.
[Related: Palo Alto Networks Aims To ‘Plant The Flag’ In Agentic AI With CyberArk Deal: CEO Nikesh Arora]
Arora and Co. have a pattern of making big moves that no one sees coming and initially rattle the market. And yet, each time, the longer-term results practically speak for themselves.
It’s not clear why acquiring CyberArk would be any different.
The $25 billion price tag for the identity security vendor came as a shock to some because, throughout its acquisition spree, Palo Alto Networks has always focused on buying startups in the past and had never reached a deal above $800 million.
Identity, however, is a different animal, and not something you can acquire your way into through buying a startup, according to Arora.
Customers are “petrified” about making big changes to their identity infrastructure, he said during a call with analysts Wednesday.
“They don’t know what’s connected to what,” Arora said. “They don’t know what’s going to stop working.”
As a result, when it comes to identity security, acquiring an emerging vendor is simply not the way in. And yet to truly have a complete platform as Palo Alto Networks has been aspiring to do for years now, identity is the final frontier.
Acquiring CyberArk very plainly “allows us to cover the majority of the [total addressable market] in cybersecurity,” Arora said.
When it comes to a pattern of flouting expectations in ways that pay off in the longer term, an analogy to Steve Jobs-era Apple would seem to be not too far off the mark.
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Arora, like Jobs at his best, is inclined to bet on a vision rather than making the moves the market is expecting. Short-term market pressure is clearly not
the main consideration for Arora-era Palo Alto Networks, just as it wasn’t for Jobs-era Apple.
The “think different” approach embraced by Jobs, and now Arora, is much easier said than done, of course. It’s why Palo Alto Networks has been one of the very few vendors among the thousands in cybersecurity to excel at it—and arguably, it’s exactly why the company has gotten where it is today.
Put another way, Arora has proven a number of times at this point that unorthodox strategic moves are the way to bigger opportunities in the longer term for Palo Alto Networks. Seeking to acquire CyberArk is undoubtedly a major shift from past strategy for the company—and that’s exactly the point.
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Forward-Looking Statements
This communication relates to a proposed transaction between Palo Alto Networks, Inc.
(“PANW”) and CyberArk Software Ltd. (“CyberArk”). This communication 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 communication 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 communication, 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 share; 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 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 Securities and Exchange Commission (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 communication 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 communication 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 intends to file with the SEC a registration statement on Form S- 4, which will include 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 communication 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 will include 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, when available, 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 [email protected]. 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 [email protected] or by phone at 617-558-2132.