Latest news with #CyberArkSoftwareLtd
Yahoo
6 days ago
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Zacks Industry Outlook Highlights CyberArk Software, Okta and Qualys
Chicago, IL – June 10, 2025 – Today, Zacks Equity Research discusses CyberArk Software Ltd. CYBR, Okta, Inc. OKTA and Qualys, Inc. QLYS. Industry: Security Link: The Zacks Security industry is experiencing robust demand for cybersecurity products, driven by the increasing need for secure networks and cloud-based applications, especially with the rise of hybrid work environments. This surge in demand is largely due to a significant increase in data breaches, prompting companies to seek comprehensive IT security solutions. The growing need for privileged access security, fueled by digital transformation and cloud migration strategies, is further boosting the demand for cybersecurity solutions. Companies like CyberArk Software Ltd., Okta, Inc. and Qualys, Inc. are benefiting from these trends. However, the industry's short-term growth prospects may be hampered as organizations delay investments in large and costly technology products due to global economic slowdown concerns, macroeconomic challenges and geopolitical tensions. Furthermore, increased operating expenses related to hiring new employees, and implementing sales and marketing strategies to gain market share are expected to pressure profit margins in the near term. The Zacks Security industry encompasses companies that provide both on-premise and cloud-based security solutions. These solutions cater to a variety of needs, such as identity access management, infrastructure protection, integrated risk management, malware analysis and Internet traffic management, among others. The industry offers a diverse range of security solutions, many of which can be used interchangeably. These solutions are broadly categorized into three types — Computer Security, Cybersecurity and Information Security. Computer Security focuses on safeguarding the software and hardware of computer systems from vulnerabilities. Cybersecurity encompasses areas like web security, network security, application security, container security and information security. Information Security deals with the protection of data in all forms, whether physical or digital. The increasing frequency of cyberattacks is escalating the need for robust security solutions. These threats not only impact individual companies but also pose risks to national security in some countries. Companies in the security industry are actively addressing these issues as there is a growing need for protection against spear phishing, credential-based attacks, account takeovers and ransomware. The shift toward digital transformation and cloud migration is driving the demand for cybersecurity solutions. Sectors ranging from education and entertainment to healthcare are increasingly relying on technology, making them vulnerable to cyberattacks. Public institutions and large companies, as well as smaller organizations with less stringent security measures, are at risk. The deployment of 5G has expanded the Internet of Things (IoT) and artificial intelligence (AI), which, while simplifying operations, will increase cybercrime rates due to greater technological reliance. Uncertain macroeconomic conditions and geopolitical issues may lead enterprises to delay significant IT investments. Amid current economic challenges, organizations are likely to conserve cash and reduce spending, which could negatively affect the security market in the short term. To remain competitive in the IT security market, companies are continually investing in expanding their capabilities. This includes substantial investments in research and development to enhance product offerings and improve overall security solutions for clients. Additionally, firms are heavily investing in sales and marketing, particularly by increasing their sales workforce. These elevated operating expenses, aimed at gaining market share, may reduce profit margins in the near term. The Zacks Security industry is housed within the broader Zacks Computer and Technology sector. It carries a Zacks Industry Rank #19, which places it among the top 8% of nearly 250 Zacks industries. The group's Zacks Industry Rank, which is the average of the Zacks Rank of all the member stocks, indicates solid near-term prospects. Our research shows that the top 50% of the Zacks-ranked industries outperform the bottom 50% by a factor of more than two to one. The industry's positioning in the top 50% of the Zacks-ranked industries is a result of a positive earnings outlook for the constituent companies in aggregate. Looking at the aggregate earnings estimate revisions, it appears that analysts are optimistic about this group's earnings growth potential. The industry's bottom-line estimate for 2025 has moved up to $1.45 from earnings of $1.35 expected a year ago. Over the past year, the Zacks Security industry has outperformed the broader Zacks Computer and Technology sector and the S&P 500 composite. The industry has soared 38.3% during this period, while the broader sector and the S&P 500 have returned 11.8% and 11.9%, respectively. On the basis of the forward 12-month price-to-sales ratio (P/S), which is a commonly used multiple for valuing Security stocks, the industry is currently trading at 14.77, higher than the S&P 500's 5.12 and the sector's 6.37. Over the last five years, the industry has traded as high as 19.36X and as low as 6.92X, with a median of 12.56X. CyberArk Software: Founded in 1999, the company offers services that protect organizational privileged accounts from cyberattacks. Currently, CYBR sports a Zacks Rank #1 (Strong Buy). You can see the complete list of today's Zacks #1 Rank stocks here. CyberArk Software is benefiting from the rising demand for cybersecurity and privileged access security solutions due to the long list of data breaches and increasing digital transformation strategies. A strong presence across verticals, such as banking, healthcare, government and utilities, is safeguarding CyberArk Software from the adverse effects of softening IT spending. The company's strategic mix shift toward software-as-a-service and subscription-based solutions is driving top-line growth. The consensus mark for its 2025 earnings has been revised upward by 13 cents to $3.79 per share over the past 30 days. Shares of CYBR have soared 60% over the past year. Qualys: It has been a leading force in offering information security solutions. Qualys' suite of IT, security and compliance solutions spans diverse applications, including asset management, IT security, cloud-native security, web application security and compliance. Qualys is benefiting from the increasing demand for cloud-based cybersecurity solutions amid growing cyber threats and digital transformation initiatives. With a diverse customer base that includes enterprises, SMBs and government entities, the company maintains a balanced customer mix, which keeps it resilient against fluctuations in IT spending. Qualys' continuous innovation and focus on expanding product capabilities position it well to navigate market challenges and sustain long-term growth despite potential macroeconomic disruptions. A continuous increase in Vulnerability Management, Detection and Response to customer penetration is an upside. Qualys currently sports a Zacks Rank #1. The consensus mark for its 2025 earnings has been revised upward by 9 cents to $6.17 per share over the past 30 days. Shares of QLYS have risen 3.8% over the past year. Okta: It is a leading provider of identity security for enterprises. Okta's Workforce Identity Cloud combines access management, identity governance and privileged access to provide a gateway that enables its workforce-based customers to securely connect to Okta's applications from multiple devices. Okta's Customer Identity Cloud provides bot detection, fraud prevention and account takeover attack protection. Both platforms offer Adaptive Multi-Factor Authentication for secure connectivity. Its Workforce Identity Cloud and Customer Identity Cloud solutions are experiencing increased traction as a growing number of organizations are adopting digital transformation and cloud migration strategies. The company was serving approximately 20,000 customers at the end of the first quarter of fiscal 2026. Okta currently carries a Zacks Rank #2 (Buy). The consensus mark for its fiscal 2026 earnings has been revised upward by 9 cents to $3.28 per share over the past 30 days. Shares of OKTA have rallied 17.9% over the past year. Since 2000, our top stock-picking strategies have blown away the S&P's +7.7% average gain per year. Amazingly, they soared with average gains of +48.4%, +50.2% and +56.7% per year. Today you can access their live picks without cost or obligation. See Stocks Free >> Media Contact Zacks Investment Research 800-767-3771 ext. 9339 support@ Past performance is no guarantee of future results. Inherent in any investment is the potential for loss. This material is being provided for informational purposes only and nothing herein constitutes investment, legal, accounting or tax advice, or a recommendation to buy, sell or hold a security. No recommendation or advice is being given as to whether any investment is suitable for a particular investor. It should not be assumed that any investments in securities, companies, sectors or markets identified and described were or will be profitable. All information is current as of the date of herein and is subject to change without notice. Any views or opinions expressed may not reflect those of the firm as a whole. Zacks Investment Research does not engage in investment banking, market making or asset management activities of any securities. These returns are from hypothetical portfolios consisting of stocks with Zacks Rank = 1 that were rebalanced monthly with zero transaction costs. These are not the returns of actual portfolios of stocks. The S&P 500 is an unmanaged index. Visit for information about the performance numbers displayed in this press release. Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report Qualys, Inc. (QLYS) : Free Stock Analysis Report CyberArk Software Ltd. (CYBR) : Free Stock Analysis Report Okta, Inc. (OKTA) : Free Stock Analysis Report This article originally published on Zacks Investment Research ( Zacks Investment Research Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
09-06-2025
- Business
- Yahoo
3 Security Stocks to Buy From a Thriving Industry Trend
The Zacks Security industry is experiencing robust demand for cybersecurity products, driven by the increasing need for secure networks and cloud-based applications, especially with the rise of hybrid work environments. This surge in demand is largely due to a significant increase in data breaches, prompting companies to seek comprehensive IT security solutions. The growing need for privileged access security, fueled by digital transformation and cloud migration strategies, is further boosting the demand for cybersecurity like CyberArk Software Ltd. CYBR, Okta, Inc. OKTA and Qualys, Inc. QLYS are benefiting from these trends. However, the industry's short-term growth prospects may be hampered as organizations delay investments in large and costly technology products due to global economic slowdown concerns, macroeconomic challenges and geopolitical tensions. Furthermore, increased operating expenses related to hiring new employees, and implementing sales and marketing strategies to gain market share are expected to pressure profit margins in the near term. Industry Description The Zacks Security industry encompasses companies that provide both on-premise and cloud-based security solutions. These solutions cater to a variety of needs, such as identity access management, infrastructure protection, integrated risk management, malware analysis and Internet traffic management, among others. The industry offers a diverse range of security solutions, many of which can be used interchangeably. These solutions are broadly categorized into three types — Computer Security, Cybersecurity and Information Security. Computer Security focuses on safeguarding the software and hardware of computer systems from vulnerabilities. Cybersecurity encompasses areas like web security, network security, application security, container security and information security. Information Security deals with the protection of data in all forms, whether physical or digital. Major Trends Shaping the Future of the Security Industry Rising Cyber Threats Drive IT Security Demand: The increasing frequency of cyberattacks is escalating the need for robust security solutions. These threats not only impact individual companies but also pose risks to national security in some countries. Companies in the security industry are actively addressing these issues as there is a growing need for protection against spear phishing, credential-based attacks, account takeovers and ransomware. Accelerated Digital Transformation Fuels Growth: The shift toward digital transformation and cloud migration is driving the demand for cybersecurity solutions. Sectors ranging from education and entertainment to healthcare are increasingly relying on technology, making them vulnerable to cyberattacks. Public institutions and large companies, as well as smaller organizations with less stringent security measures, are at risk. The deployment of 5G has expanded the Internet of Things (IoT) and artificial intelligence (AI), which, while simplifying operations, will increase cybercrime rates due to greater technological reliance. Macroeconomic Headwinds May Impact IT Spending: Uncertain macroeconomic conditions and geopolitical issues may lead enterprises to delay significant IT investments. Amid current economic challenges, organizations are likely to conserve cash and reduce spending, which could negatively affect the security market in the short term. High Operating Expenses Could Affect Profitability: To remain competitive in the IT security market, companies are continually investing in expanding their capabilities. This includes substantial investments in research and development to enhance product offerings and improve overall security solutions for clients. Additionally, firms are heavily investing in sales and marketing, particularly by increasing their sales workforce. These elevated operating expenses, aimed at gaining market share, may reduce profit margins in the near term. Zacks Industry Rank Indicates Bright Prospects The Zacks Security industry is housed within the broader Zacks Computer and Technology sector. It carries a Zacks Industry Rank #19, which places it among the top 8% of nearly 250 Zacks industries. The group's Zacks Industry Rank, which is the average of the Zacks Rank of all the member stocks, indicates solid near-term prospects. Our research shows that the top 50% of the Zacks-ranked industries outperform the bottom 50% by a factor of more than two to one. The industry's positioning in the top 50% of the Zacks-ranked industries is a result of a positive earnings outlook for the constituent companies in aggregate. Looking at the aggregate earnings estimate revisions, it appears that analysts are optimistic about this group's earnings growth potential. The industry's bottom-line estimate for 2025 has moved up to $1.45 from earnings of $1.35 expected a year ago. Industry Outperforms S&P 500 and Sector Over the past year, the Zacks Security industry has outperformed the broader Zacks Computer and Technology sector and the S&P 500 composite. The industry has soared 38.3% during this period, while the broader sector and the S&P 500 have returned 11.8% and 11.9%, respectively. Industry's Current Valuation On the basis of the forward 12-month price-to-sales ratio (P/S), which is a commonly used multiple for valuing Security stocks, the industry is currently trading at 14.77, higher than the S&P 500's 5.12 and the sector's 6.37. Over the last five years, the industry has traded as high as 19.36X and as low as 6.92X, with a median of 12.56X, as the charts below show. 3 Security Stocks to Buy CyberArk Software: Founded in 1999, the company offers services that protect organizational privileged accounts from cyberattacks. Currently, CYBR sports a Zacks Rank #1 (Strong Buy). You can see the complete list of today's Zacks #1 Rank stocks here. CyberArk Software is benefiting from the rising demand for cybersecurity and privileged access security solutions due to the long list of data breaches and increasing digital transformation strategies. A strong presence across verticals, such as banking, healthcare, government and utilities, is safeguarding CyberArk Software from the adverse effects of softening IT spending. The company's strategic mix shift toward software-as-a-service and subscription-based solutions is driving top-line growth. The consensus mark for its 2025 earnings has been revised upward by 13 cents to $3.79 per share over the past 30 days. Shares of CYBR have soared 60% over the past year. Qualys: It has been a leading force in offering information security solutions. Qualys' suite of IT, security and compliance solutions spans diverse applications, including asset management, IT security, cloud-native security, web application security and compliance. Qualys is benefiting from the increasing demand for cloud-based cybersecurity solutions amid growing cyber threats and digital transformation initiatives. With a diverse customer base that includes enterprises, SMBs and government entities, the company maintains a balanced customer mix, which keeps it resilient against fluctuations in IT spending. Qualys' continuous innovation and focus on expanding product capabilities position it well to navigate market challenges and sustain long-term growth despite potential macroeconomic disruptions. A continuous increase in Vulnerability Management, Detection and Response to customer penetration is an upside. Qualys currently sports a Zacks Rank #1. The consensus mark for its 2025 earnings has been revised upward by 9 cents to $6.17 per share over the past 30 days. Shares of QLYS have risen 3.8% over the past year. Okta: It is a leading provider of identity security for enterprises. Okta's Workforce Identity Cloud combines access management, identity governance and privileged access to provide a gateway that enables its workforce-based customers to securely connect to Okta's applications from multiple devices. Okta's Customer Identity Cloud provides bot detection, fraud prevention and account takeover attack protection. Both platforms offer Adaptive Multi-Factor Authentication for secure connectivity. Its Workforce Identity Cloud and Customer Identity Cloud solutions are experiencing increased traction as a growing number of organizations are adopting digital transformation and cloud migration strategies. The company was serving approximately 20,000 customers at the end of the first quarter of fiscal 2026. Okta currently carries a Zacks Rank #2 (Buy). The consensus mark for its fiscal 2026 earnings has been revised upward by 9 cents to $3.28 per share over the past 30 days. Shares of OKTA have rallied 17.9% over the past year. Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report CyberArk Software Ltd. (CYBR) : Free Stock Analysis Report Qualys, Inc. (QLYS) : Free Stock Analysis Report Okta, Inc. (OKTA) : Free Stock Analysis Report This article originally published on Zacks Investment Research ( Zacks Investment Research Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
09-06-2025
- Business
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CyberArk Software Ltd. (CYBR): A Bull Case Theory
We came across a bullish thesis on CyberArk Software Ltd. (CYBR) on Compounding Your Wealth's Substack. In this article, we will summarize the bulls' thesis on CYBR. CyberArk Software Ltd. (CYBR)'s share was trading at $378.95 as of 29th May. CYBR's trailing and forward P/E were 2320 and 99.01 respectively according to Yahoo Finance. Copyright: franckito / 123RF Stock Photo CyberArk delivered a strong first quarter in 2025, reporting total revenue of $317.6 million, representing a 43.3% year-over-year increase and exceeding estimates by 4.1%. Annual Recurring Revenue (ARR) reached $1.215 billion, up nearly 50% year-over-year, driven by $46 million in net new ARR including $5 million from the Zilla Security acquisition. Non-GAAP operating income rose to $57.5 million, with an 18.1% operating margin, while EPS of $0.98 beat expectations by 25.6%. Despite strong cash flow of $95.5 million, free cash flow margin slightly declined due to increased headcount and acquisition spending, with CyberArk ending the quarter with $776 million in cash. Subscription revenue grew 60.4% year-over-year, although subscription gross margin decreased, reflecting investments and integrations related to acquisitions. CyberArk's platform momentum accelerated, with 50% of new customers adopting multiple solutions, and nine of the top ten deals being multi-product, signaling successful cross-selling efforts and deeper platform engagement. The company expanded its identity security capabilities across human, machine, and AI identities, introducing new modules such as Zilla Provision and Comply, Secure Workload Access, and a Secure AI Agent solution to address emerging AI threats. Machine identity growth was notable, with a rapid increase in machine-to-human identity ratio, driven by certificate lifecycle management amid stricter renewal mandates. CyberArk continues to consolidate identity tools for customers amid strong demand and limited competitive pressure. While management took a cautious outlook due to macroeconomic risks, they raised full-year guidance to $1.313–$1.323 billion in revenue, anticipating continued ARR growth, operating leverage, and strong free cash flow expansion as identity, cloud, and AI security converge on their unified platform. For a comprehensive analysis of another standout stock covered by the same author, we recommend reading our summary of their on Snowflake Inc. (SNOW). CyberArk Software Ltd. (CYBR) is not on our list of the 30 Most Popular Stocks Among Hedge Funds. As per our database, 64 hedge fund portfolios held CYBR at the end of the first quarter which was 57 in the previous quarter. While we acknowledge the risk and potential of CYBR as an investment, our conviction lies in the belief that some AI stocks hold greater promise for delivering higher returns and have limited downside risk. If you are looking for an extremely cheap AI stock that is also a major beneficiary of Trump tariffs and onshoring, see our free report on the best short-term AI stock. READ NEXT: 8 Best Wide Moat Stocks to Buy Now and 30 Most Important AI Stocks According to BlackRock. Disclosure: None. This article was originally published at Insider Monkey. Sign in to access your portfolio
Yahoo
06-06-2025
- Business
- Yahoo
CyberArk Software Ltd. Announces Pricing of Upsized Private Offering of $1.1 billion of 0.00% Convertible Senior Notes due 2030
NEWTON, Mass. & PETACH TIKVA, Israel, June 06, 2025--(BUSINESS WIRE)--CyberArk Software Ltd. (Nasdaq: CYBR) ("CyberArk"), the global leader in identity security, today announced the pricing of $1.1 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the "Notes") in a private offering (the "Offering") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering size was increased from the previously announced offering size of $750.0 million aggregate principal amount of Notes. In connection with the Offering, CyberArk has granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $150.0 million aggregate principal amount of the Notes. The sale of the Notes to the initial purchasers is expected to settle on June 10, 2025 subject to customary closing conditions. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on June 15, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. CyberArk may redeem for cash (1) all of the Notes at any time on or prior to the 31st scheduled trading day immediately preceding the maturity date if certain tax-related events occur and (2) all or any portion (subject to certain limitations) of the Notes, at any time, and from time to time, on or after June 20, 2028, and on or before the 31st scheduled trading day immediately before the maturity date, at its option at any time and from time to time, if the last reported sale price per share of CyberArk's ordinary shares exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. Holders of the Notes will have the right to require CyberArk to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) at a cash purchase price of 100% of their principal amount plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. In connection with certain corporate events or following CyberArk's delivery of a notice of redemption, CyberArk will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or notice of redemption, as the case may be. The Notes will be convertible based on an initial conversion rate of 1.9614 ordinary shares of CyberArk per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $509.84 per share, which represents a conversion premium of approximately 30.0% to the last reported sale price of CyberArk's ordinary shares on The Nasdaq Global Select Market on June 5, 2025). Prior to the close of business on the business day immediately preceding February 15, 2030, the Notes will be convertible at the option of the holders of the Notes only upon the satisfaction of specified conditions and during certain periods. On or after February 15, 2030 until the close of business on the second scheduled trading day preceding the maturity date, the Notes will be convertible at the option of the holders of Notes at any time regardless of these conditions. Conversions of the Notes will be settled in cash, ordinary shares of CyberArk or a combination thereof, at CyberArk's election. When issued, the Notes will be CyberArk's senior unsecured obligations and will rank senior in right of payment to any of CyberArk's unsecured indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of CyberArk's unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of CyberArk's secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of CyberArk's subsidiaries. In connection with the pricing of the Notes, CyberArk entered into privately negotiated capped call transactions with certain of the initial purchasers of the Offering and/or their respective affiliates and/or other financial institutions (in this capacity, the "Option Counterparties"). The capped call transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, up to the number of shares of CyberArk's ordinary shares that will initially underlie the Notes. If the initial purchasers exercise their option to purchase additional Notes, then CyberArk expects to enter into additional capped call transactions with the Option Counterparties. The capped call transactions are expected to generally reduce the potential dilution to the ordinary shares of CyberArk upon any conversion of Notes and/or to offset any cash payments CyberArk is required to make in excess of the principal amount of the converted Notes, as the case may be, in the event that the market price of CyberArk's ordinary shares, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, with such reduction of potential dilution and/or offset of cash payments subject to a cap. The cap price of the capped call transactions will initially be approximately $686.32 per share, which represents a premium of approximately 75.0% over the last reported sale price of the ordinary shares of CyberArk of $392.18 per share on June 5, 2025, and is subject to certain adjustments under the terms of the capped call transactions. CyberArk has been advised that, in connection with establishing their initial hedges of the capped call transactions, the Option Counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the ordinary shares of CyberArk concurrently with or shortly after the pricing of the Notes. This activity could have the effect of increasing (or reducing the size of any decrease in) the market price of the ordinary shares or the Notes at that time. In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the ordinary shares and/or by purchasing or selling ordinary shares or other securities of CyberArk in secondary market transactions from time to time prior to the maturity of the Notes (and are likely to do so following any conversion, repurchase or redemption of the Notes, in each case, if CyberArk exercises the relevant election under the capped call transactions, and in connection with any negotiated unwind or modification of the capped call transactions). This activity could also cause an increase or avoid a decrease in the market price of the ordinary shares of CyberArk or the Notes, which could affect the ability of holders of Notes to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of ordinary shares, if any, and value of the consideration that holders of Notes will receive upon conversion of the Notes. CyberArk estimates that the net proceeds from the Offering will be approximately $1,072.4 million (or $1,218.8 million if the initial purchasers exercise their option to purchase additional Notes), after deducting initial purchasers' discounts and estimated offering expenses payable by CyberArk. CyberArk intends to use approximately $96.8 million of the net proceeds from the Offering to pay the cost of the capped call transactions, and the remaining net proceeds for working capital or other general corporate purposes. CyberArk may also use a portion of the net proceeds to make acquisitions or investments. However, CyberArk has not entered into any agreements or commitments for any specific acquisition or investment at this time. If the initial purchasers exercise their option to purchase additional Notes, CyberArk expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the Option Counterparties and for general corporate purposes. Pending these uses, CyberArk intends to invest the net proceeds in high-quality, short-term fixed income instruments which include corporate, financial institution, federal agency or U.S. government obligations. The Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the Notes and the ordinary shares of CyberArk issuable upon conversion of the Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, the Notes and such ordinary shares, if any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes (or any ordinary shares of CyberArk issuable upon conversion of the Notes) in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. About CyberArk CyberArk (Nasdaq: CYBR) is the global leader in identity security, trusted by organizations around the world to secure human and machine identities in the modern enterprise. CyberArk's AI-powered Identity Security Platform applies intelligent privilege controls to every identity with continuous threat prevention, detection and response across the identity lifecycle. With CyberArk, organizations can reduce operational and security risks by enabling zero trust and least privilege with complete visibility, empowering all users and identities, including workforce, IT, developers and machines, to securely access any resource, located anywhere, from everywhere. Forward-Looking Statements This press release contains forward-looking statements, including, among other things, about whether CyberArk will be able to consummate the Offering, expectations regarding actions of the Option Counterparties and their respective affiliates and the satisfaction of customary closing conditions with respect to the Offering. In some cases, forward-looking statements may be identified by terminology such as "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "expect," "predict," "potential," or the negative of these terms or other similar expressions. Such statements involve a number of known and unknown risks and uncertainties that could cause CyberArk's future results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially, including (i) changes as a result of market conditions or for other reasons, (ii) the risk that the Offering will not be consummated, (iii) the risk that the capped call transactions will not become effective, and (iv) the impact of general economic, industry or political conditions in the United States or internationally. The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in CyberArk's filings with the Securities and Exchange Commission (the "SEC"), including its annual report on Form 20-F filed with the SEC on March 12, 2025. Forward-looking statements in this press release are made pursuant to the safe harbor provisions contained in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are made only as of the date hereof, and CyberArk undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. View source version on Contacts Investor Relations Contact: Floris van der VeerCyberArk617-558-2132ir@ Media Contact: Rachel GardnerCyberArk603-531-7229press@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
06-06-2025
- Business
- Business Wire
CyberArk Software Ltd. Announces Pricing of Upsized Private Offering of $1.1 billion of 0.00% Convertible Senior Notes due 2030
NEWTON, Mass. & PETACH TIKVA, Israel--(BUSINESS WIRE)--CyberArk Software Ltd. (Nasdaq: CYBR) ('CyberArk'), the global leader in identity security, today announced the pricing of $1.1 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the 'Notes') in a private offering (the 'Offering') to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'). The offering size was increased from the previously announced offering size of $750.0 million aggregate principal amount of Notes. In connection with the Offering, CyberArk has granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $150.0 million aggregate principal amount of the Notes. The sale of the Notes to the initial purchasers is expected to settle on June 10, 2025 subject to customary closing conditions. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on June 15, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. CyberArk may redeem for cash (1) all of the Notes at any time on or prior to the 31st scheduled trading day immediately preceding the maturity date if certain tax-related events occur and (2) all or any portion (subject to certain limitations) of the Notes, at any time, and from time to time, on or after June 20, 2028, and on or before the 31 st scheduled trading day immediately before the maturity date, at its option at any time and from time to time, if the last reported sale price per share of CyberArk's ordinary shares exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. Holders of the Notes will have the right to require CyberArk to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) at a cash purchase price of 100% of their principal amount plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. In connection with certain corporate events or following CyberArk's delivery of a notice of redemption, CyberArk will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or notice of redemption, as the case may be. The Notes will be convertible based on an initial conversion rate of 1.9614 ordinary shares of CyberArk per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $509.84 per share, which represents a conversion premium of approximately 30.0% to the last reported sale price of CyberArk's ordinary shares on The Nasdaq Global Select Market on June 5, 2025). Prior to the close of business on the business day immediately preceding February 15, 2030, the Notes will be convertible at the option of the holders of the Notes only upon the satisfaction of specified conditions and during certain periods. On or after February 15, 2030 until the close of business on the second scheduled trading day preceding the maturity date, the Notes will be convertible at the option of the holders of Notes at any time regardless of these conditions. Conversions of the Notes will be settled in cash, ordinary shares of CyberArk or a combination thereof, at CyberArk's election. When issued, the Notes will be CyberArk's senior unsecured obligations and will rank senior in right of payment to any of CyberArk's unsecured indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of CyberArk's unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of CyberArk's secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of CyberArk's subsidiaries. In connection with the pricing of the Notes, CyberArk entered into privately negotiated capped call transactions with certain of the initial purchasers of the Offering and/or their respective affiliates and/or other financial institutions (in this capacity, the 'Option Counterparties'). The capped call transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, up to the number of shares of CyberArk's ordinary shares that will initially underlie the Notes. If the initial purchasers exercise their option to purchase additional Notes, then CyberArk expects to enter into additional capped call transactions with the Option Counterparties. The capped call transactions are expected to generally reduce the potential dilution to the ordinary shares of CyberArk upon any conversion of Notes and/or to offset any cash payments CyberArk is required to make in excess of the principal amount of the converted Notes, as the case may be, in the event that the market price of CyberArk's ordinary shares, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, with such reduction of potential dilution and/or offset of cash payments subject to a cap. The cap price of the capped call transactions will initially be approximately $686.32 per share, which represents a premium of approximately 75.0% over the last reported sale price of the ordinary shares of CyberArk of $392.18 per share on June 5, 2025, and is subject to certain adjustments under the terms of the capped call transactions. CyberArk has been advised that, in connection with establishing their initial hedges of the capped call transactions, the Option Counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the ordinary shares of CyberArk concurrently with or shortly after the pricing of the Notes. This activity could have the effect of increasing (or reducing the size of any decrease in) the market price of the ordinary shares or the Notes at that time. In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the ordinary shares and/or by purchasing or selling ordinary shares or other securities of CyberArk in secondary market transactions from time to time prior to the maturity of the Notes (and are likely to do so following any conversion, repurchase or redemption of the Notes, in each case, if CyberArk exercises the relevant election under the capped call transactions, and in connection with any negotiated unwind or modification of the capped call transactions). This activity could also cause an increase or avoid a decrease in the market price of the ordinary shares of CyberArk or the Notes, which could affect the ability of holders of Notes to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of ordinary shares, if any, and value of the consideration that holders of Notes will receive upon conversion of the Notes. CyberArk estimates that the net proceeds from the Offering will be approximately $1,072.4 million (or $1,218.8 million if the initial purchasers exercise their option to purchase additional Notes), after deducting initial purchasers' discounts and estimated offering expenses payable by CyberArk. CyberArk intends to use approximately $96.8 million of the net proceeds from the Offering to pay the cost of the capped call transactions, and the remaining net proceeds for working capital or other general corporate purposes. CyberArk may also use a portion of the net proceeds to make acquisitions or investments. However, CyberArk has not entered into any agreements or commitments for any specific acquisition or investment at this time. If the initial purchasers exercise their option to purchase additional Notes, CyberArk expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the Option Counterparties and for general corporate purposes. Pending these uses, CyberArk intends to invest the net proceeds in high-quality, short-term fixed income instruments which include corporate, financial institution, federal agency or U.S. government obligations. The Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the Notes and the ordinary shares of CyberArk issuable upon conversion of the Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, the Notes and such ordinary shares, if any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes (or any ordinary shares of CyberArk issuable upon conversion of the Notes) in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. About CyberArk CyberArk (Nasdaq: CYBR) is the global leader in identity security, trusted by organizations around the world to secure human and machine identities in the modern enterprise. CyberArk's AI-powered Identity Security Platform applies intelligent privilege controls to every identity with continuous threat prevention, detection and response across the identity lifecycle. With CyberArk, organizations can reduce operational and security risks by enabling zero trust and least privilege with complete visibility, empowering all users and identities, including workforce, IT, developers and machines, to securely access any resource, located anywhere, from everywhere. Forward-Looking Statements This press release contains forward-looking statements, including, among other things, about whether CyberArk will be able to consummate the Offering, expectations regarding actions of the Option Counterparties and their respective affiliates and the satisfaction of customary closing conditions with respect to the Offering. In some cases, forward-looking statements may be identified by terminology such as 'believe,' 'may,' 'estimate,' 'continue,' 'anticipate,' 'intend,' 'should,' 'plan,' 'expect,' 'predict,' 'potential,' or the negative of these terms or other similar expressions. Such statements involve a number of known and unknown risks and uncertainties that could cause CyberArk's future results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially, including (i) changes as a result of market conditions or for other reasons, (ii) the risk that the Offering will not be consummated, (iii) the risk that the capped call transactions will not become effective, and (iv) the impact of general economic, industry or political conditions in the United States or internationally. The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in CyberArk's filings with the Securities and Exchange Commission (the 'SEC'), including its annual report on Form 20-F filed with the SEC on March 12, 2025. Forward-looking statements in this press release are made pursuant to the safe harbor provisions contained in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are made only as of the date hereof, and CyberArk undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
