Latest news with #CyberArk
Globe and Mail
11 hours ago
- Business
- Globe and Mail
CrowdStrike Stock Rises 52% in 3 Months: Time to Hold or Book Profits?
CrowdStrike Holdings CRWD shares have soared 51.7% over the past three months, outperforming the Zacks Security industry's 23.5% growth. The stock has also exceeded the returns of other industry peers, including CyberArk Software CYBR, Palo Alto Networks PANW and Check Point Software CHKP. In the past three months, shares of CyberArk, Palo Alto Networks and Check Point Software have gained 29.1%, 14.8% and 3.6%, respectively. CrowdStrike has been benefiting from strong enterprise demand for artificial intelligence (AI)-native cybersecurity solutions, platform consolidation, and rapid adoption of its Falcon Flex model, as organizations modernize security operations in an increasingly AI-driven threat landscape. However, the stock's sharp rise in the past three months raises the question: Does the stock still have upside potential left and is it worth holding or is it time to book profits? Let's see. 3 Month Price Return Performance AI Integration Helps CRWD Scale Subscription Revenues CrowdStrike's subscription business model is driving its overall top-line performance. The company's quarterly revenues crossed the $1 billion mark for the third consecutive time during the first quarter of fiscal 2026 and marked a year-over-year improvement of nearly 21%. was partly achieved due to the Falcon Flex Subscription Model, which allows customers to commit upfront and later choose modules, eliminating procurement friction. CrowdStrike's subscription customers, who adopted six or more cloud modules, represented 48% of the total subscription customers at the end of the first quarter. Those with seven or more cloud modules accounted for 32%, and those with eight or more cloud modules represented 22% as of April 30, 2025. CRWD's Falcon platform is gaining popularity as an 'AI-native SOC,' with strong adoption in Charlotte AI Agentic Detection Triage, Workflows and Response. CrowdStrike is partnering with other AI companies to expand its capabilities. CrowdStrike integrated its Falcon cybersecurity platform into NVIDIA's Enterprise AI Factory to enable enterprises to secure their AI systems, covering data ingestion, model training, and deployment. The company also collaborated with Microsoft to standardize cyber threat attribution across vendors. New introductions, including AI Model Scanning and AI Security Dashboard by CRWD, along with its strong partnerships, will likely help the company gain more customers. Falcon Flex: A Game-Changer Solution for CrowdStrike A significant driver of CrowdStrike's customer growth is the Falcon Flex subscription model, which simplifies security adoption by offering modular, scalable cybersecurity solutions. This flexibility encourages long-term commitments, ensuring steady revenue growth and deep customer integration. The company ended the first quarter with $4.44 billion in ARR, up 22% on a year-over-year basis. The robust growth in Falcon Flex's customer adoption and deal value is driving CrowdStrike's total ARR. During the first quarter of fiscal 2026, CrowdStrike added $774 million of total Falcon Flex account value, bringing the total deal value of accounts that have adopted Falcon Flex to $3.2 billion. At the end of the first quarter, more than 820 customer accounts have adopted the Falcon Flex model. CrowdStrike achieved the $3.2 billion deal value milestone within two years since its launch, and represents a robust growth of 31% sequentially and more than six times year over year. In addition to strong module adoption rates, CrowdStrike is securing major platform expansion deals through Falcon Flex. A Fortune 100 technology company expanded its relationship with CrowdStrike from a $12 million EDR (endpoint detection and response) deal into a $100 million-plus, five-year Falcon Flex agreement, covering cloud, identity, Next-Gen SIEM, and endpoint protection. Also, GuidePoint Security became CrowdStrike's fifth partner to surpass $1 billion in total deal value mark, joining AWS, Optiv, CDW, and SHI, reinforcing the strength of its ecosystem-driven growth. A large healthcare provider signed an 8-figure Falcon Flex expansion centered on Charlotte AI and CrowdStrike's Next-Gen SIEM, supporting the customer's full transformation to an AI-native SOC. As Flex gains further traction, CrowdStrike appears well-positioned to achieve its longer-term goal of $10 billion in ARR. If current trends hold, Falcon Flex may well be the game-changer that redefines the company's revenue growth trajectory CrowdStrike's Rising Expenses Weigh on Profitability To survive in the highly competitive cybersecurity market, each player must continuously invest in broadening its capabilities. Over the past few years, CrowdStrike has invested heavily to enhance its sales and marketing (S&M) capabilities, particularly by increasing the sales force. As a result, its sales and marketing expenses flared up nearly ninefold to $1.52 billion in fiscal 2025 from $173 million in fiscal 2019. Additionally, investment in research & development (R&D) is a top priority for CrowdStrike. Over the last six fiscals, the company has increased its R&D expenses 12-fold to improve the design, architecture, operation and quality of its cloud platform. In the first quarter of fiscal 2026, S&M and R&D expenses soared 25.5% and 34.7%, respectively, year over year. Though the firm foresees these investments to garner benefits over the long run, higher expenses are weighing on the company's bottom-line results. First-quarter non-GAAP earnings declined 7.6% year over year to 73 cents per share. Increasing costs are likely to continue impacting CrowdStrike's bottom-line performance in the near term, as reflected in the Zacks Consensus Estimate.(Find the latest EPS estimates and surprises on Zacks Earnings Calendar.) Image Source: Zacks Investment Research CrowdStrike Trades at a Premium Valuation CrowdStrike is currently trading at a high price-to-sales (P/S) multiple, far above the Zacks Security industry. CrowdStrike's forward 12-month P/S ratio sits at 22.60X, significantly higher than the Zacks Security industry's forward 12-month P/S ratio of 14.78X. Forward 12 Month P/S Ratio Image Source: Zacks Investment Research CRWD stock also trades at a higher P/S multiple compared with other industry peers, including CyberArk, Palo Alto Networks and Check Point Software. At present, CyberArk, Palo Alto Networks and Check Point Software have P/S multiples of 13.96X, 12.94X and 9.25X, respectively. Conclusion: Hold CrowdStrike Stock Now As businesses continue prioritizing AI-driven cybersecurity solutions, CrowdStrike's leadership in threat prevention, response and recovery will only strengthen. However, shrinking profits and premium valuation warrant a cautious approach to the stock. So, it is prudent for existing investors to remain invested, while new investors should wait for a better entry point. CrowdStrike currently has a Zacks Rank #3 (Hold). You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here. Zacks Names #1 Semiconductor Stock It's only 1/9,000th the size of NVIDIA which skyrocketed more than +800% since we recommended it. NVIDIA is still strong, but our new top chip stock has much more room to boom. With strong earnings growth and an expanding customer base, it's positioned to feed the rampant demand for Artificial Intelligence, Machine Learning, and Internet of Things. Global semiconductor manufacturing is projected to explode from $452 billion in 2021 to $803 billion by 2028. See This Stock Now for Free >> 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 Check Point Software Technologies Ltd. (CHKP): Free Stock Analysis Report Palo Alto Networks, Inc. (PANW): Free Stock Analysis Report CyberArk Software Ltd. (CYBR): Free Stock Analysis Report CrowdStrike (CRWD): Free Stock Analysis Report
Yahoo
14 hours ago
- Business
- Yahoo
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
Business Insider
4 days ago
- Business
- Business Insider
CyberArk prices upsized $1.1B offering of convertible senior notes due 2030
CyberArk (CYBR) announced the pricing of $1.1 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended . 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 purchaseup 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 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.
Yahoo
4 days ago
- 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
4 days ago
- 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.
