Palo Alto Networks Announces Offer to Purchase Relating to CyberArk Software Ltd.'s 0.00% Convertible Senior Notes due 2030 [Accessibility Statement] Skip NavigationSANTA CLARA, Calif., Feb. 19, 2026 /PRNewswire/ -- Today, Palo Alto Networks, Inc. (NASDAQ: PANW) ("Palo Alto Networks") announced that, in connection with the closing of the transaction (the "Acquisition") contemplated by the Agreement and Plan of Merger, dated as of July 30, 2025, by and among Palo Alto Networks, CyberArk Software Ltd., a comp ...

Core Viewpoint - Check Point Software Technologies Ltd. has announced the pricing of $1.75 billion in Convertible Senior Notes due 2030, increasing from a previously announced $1.5 billion offering, with an option for initial purchasers to buy an additional $250 million [1][6]. Group 1: Offering Details - The Notes will be senior unsecured obligations of Check Point, with a maturity date of December 15, 2030, and will not bear regular interest [2]. - The initial conversion rate is set at 4.1042 ordinary shares per $1,000 principal amount of Notes, equating to a conversion price of approximately $243.65 per share, representing a 27.5% premium over the last reported sale price [5]. - The net proceeds from the Offering are estimated to be approximately $1.72 billion, intended for capped call transactions, share repurchases, and general corporate purposes [6][7]. Group 2: Redemption and Repurchase Rights - Check Point may redeem the Notes under specific conditions, including tax-related events or if the last reported sale price of its ordinary shares meets certain thresholds [3][4]. - Holders of the Notes can require Check Point to repurchase the Notes for cash under certain conditions, including a fundamental change [4]. Group 3: Capped Call Transactions - Check Point has entered into capped call transactions to cover the number of ordinary shares underlying the Notes, aimed at reducing potential dilution upon conversion [8]. - The cap price for these transactions is approximately $334.43 per share, representing a 75% premium over the last reported sale price of $191.10 [8]. Group 4: Market Impact and Trading - The establishment of initial hedges for the capped call transactions may influence the market price of Check Point's ordinary shares and the Notes [9]. - Concurrent repurchases of ordinary shares may lead to higher trading prices, potentially affecting the initial conversion price of the Notes [9].

Core Viewpoint - Check Point Software Technologies Ltd. plans to offer $1.5 billion of 0.00% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers, with an option for initial purchasers to buy an additional $225 million [1][2]. Group 1: Offering Details - The final terms of the Notes, including the initial conversion price, will be determined at the time of pricing [2]. - The Notes will be senior, unsecured obligations and will mature on December 15, 2030, unless repurchased, redeemed, or converted earlier [2]. - The Notes will not bear regular interest, and the principal amount will not accrete [2]. Group 2: Conversion and Redemption - Holders can convert the Notes under certain conditions before September 16, 2030, and at any time thereafter until two trading days before maturity [2]. - Check Point may redeem the Notes under specific conditions, including tax-related events and if the last reported sale price of its shares meets certain thresholds [3][4]. Group 3: Use of Proceeds - The net proceeds from the offering will be used to pay for capped call transactions and to repurchase ordinary shares, potentially up to $225 million [5]. - Remaining proceeds may be allocated for general corporate purposes, including mergers and acquisitions, business development, and product development [5]. Group 4: Capped Call Transactions - Check Point plans to enter into capped call transactions to cover the number of ordinary shares underlying the Notes, which will help reduce potential dilution upon conversion [6][7]. - The capped call transactions are expected to offset cash payments required in excess of the principal amount of the converted Notes [7]. Group 5: Regulatory and Market Considerations - The Notes will be offered only to qualified institutional buyers under Rule 144A, and the offering has not been registered under the Securities Act [9]. - The press release does not constitute an offer to sell or solicit offers to buy the Notes in jurisdictions where such actions would be unlawful [10].