Will Create the End-to-End Security Platform for the AI Era
NEWS SUMMARY:
- Will accelerate Palo Alto Networks’ platform strategy by establishing Identity Security as a new core platform.
- CyberArk extends Identity Security to all users by advancing the vision that every identity, human, machine and AI requires deep security for access across the modern enterprise.
- Will deliver Identity Security for agentic AI to secure the new wave of autonomous AI agents by providing foundational controls for this emerging class of privileged identities.
- Will provide customers with the optimal combination of best of breed technology and integrated platforms to deliver near real-time security outcomes.
Palo Alto Networks® (NASDAQ: PANW), the global cybersecurity leader, and CyberArk (NASDAQ: CYBR), the global leader in Identity Security, today announced that they have entered into a definitive agreement under which Palo Alto Networks will acquire CyberArk. Under the terms of the agreement, CyberArk shareholders will receive $45.00 in cash and 2.2005 shares of Palo Alto Networks common stock for each CyberArk share. This represents an equity value of approximately $25 billion for CyberArk and a 26% premium to the unaffected 10-day average of the daily VWAPs of CyberArk as of Friday, July 25, 20251.
This strategic combination will mark Palo Alto Networks’ formal entry into Identity Security, establishing it as a core pillar of the company’s multi-platform strategy. Combining CyberArk’s long-standing leadership in Identity Security and Privileged Access Management (PAM) with Palo Alto Networks’ comprehensive AI-powered security platforms will extend privileged identity protection to all identity types including human, machine, and the new wave of autonomous AI agents. CyberArk is already establishing itself as an Identity Security platform, and Palo Alto Networks will help accelerate this journey towards platformization to drive better combined security outcomes for customers.
Nikesh Arora, Chairman and CEO of Palo Alto Networks, said:
“Our market entry strategy has always been to enter categories at their inflection point, and we believe that moment for Identity Security is now. This strategy has guided our evolution from a next-gen firewall company into a multi-platform cybersecurity leader. Today, the rise of AI and the explosion of machine identities have made it clear that the future of security must be built on the vision that every identity requires the right level of privilege controls, not the ‘IAM fallacy’. CyberArk is the definitive leader in Identity Security with durable, foundational technology that is essential for securing the AI era. Together, we will define the next chapter of cybersecurity.”
Udi Mokady, Founder and Executive Chairman of CyberArk, said:
“This is a profound moment in CyberArk’s journey. From the beginning, we set out to protect the world’s most critical assets, with a relentless focus on innovation, trust, and security. Joining forces with Palo Alto Networks is a powerful next chapter, built on shared values and a deep commitment to solving the toughest identity challenges. Together, we’ll bring unmatched expertise across human and machine identities, privileged access, and AI-driven innovation to secure what’s next. This is more than a combination of technologies—it’s an acceleration of the mission we began over two decades ago. I’m incredibly proud of what our team has built and deeply grateful to everyone who made this milestone possible.”
Identity and security are converging, highlighting the need for a true Identity Security platform. Securing privileged credentials for both human and machine identities—including AI agents and workloads—is the most critical challenge for the modern enterprise. The integration of CyberArk’s Identity Security Platform with Palo Alto Networks will provide many critical benefits:
- Accelerates the Platform Strategy: The combined platform will provide a single, unified solution designed to help eliminate dangerous security gaps and simplify operations. CyberArk’s capabilities will be deeply integrated into Palo Alto Networks’ Strata™ and Cortex® platforms, leveraging AI to deliver identity-aware security and real-time response across the entire enterprise.
- Disrupts the Legacy IAM Market: This will evolve the legacy IAM market by moving beyond basic hygiene and extending robust, security-first PAM principles to ensure the right level of privilege controls are applied to every identity across the enterprise, whether humans, machines, or agents.
- Secures Agentic AI: As organizations adopt autonomous Agentic AI, they are deploying the ultimate privileged users. Identity Security is positioned to become the essential framework for securing this new paradigm of the enterprise workforce. Enforcing just-in-time access and least privilege principles ensures that AI agents are granted only the permissions they need, for the exact moment they need them, providing the critical oversight necessary to secure AI-driven automation at scale.
Once closed, this acquisition will unite two security leaders with similar values, strong cultures, and talented teams. The combination of the two organizations will offer the industry’s most comprehensive and integrated security portfolio, providing customers with a single, trusted vendor for their most critical security needs. The combined companies will become the cyber guardian of our customers, allowing customers to focus on their core business objectives and adopting AI, while we secure their digital future.
Transaction Details
Under the terms of the agreement, Palo Alto Networks intends to acquire CyberArk for $45.00 in cash and 2.2005 shares of Palo Alto Networks common stock for each CyberArk share, which represents a 26% premium to the unaffected 10-day average of the daily VWAPs of CyberArk as of Friday, July 25, 20251. The transaction is expected to be immediately accretive to Palo Alto Networks revenue growth and gross margin. Palo Alto Networks also expects the transaction to be accretive to free cash flow per share in fiscal year 2028 following the first full year of realization of synergies.
The transaction has been unanimously approved by the Boards of Directors of both Palo Alto Networks and CyberArk, and is expected to close during the second half of Palo Alto Networks’ fiscal 2026, subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearances and approval by CyberArk shareholders.
For further information regarding the terms and conditions contained in the definitive agreement, please see Palo Alto Networks’ Current Report on Form 8-K and CyberArk’ Report on Form 6-K, which will be filed in connection with the transaction.
Advisors
J.P. Morgan Securities LLC is acting as financial advisor to Palo Alto Networks, and Wachtell, Lipton, Rosen & Katz is acting as legal counsel and Arnold & Porter Kaye Scholer LLP is acting as regulatory counsel. Qatalyst Partners is acting as financial advisor to CyberArk and Latham & Watkins LLP and Meitar Law Offices are acting as legal counsel.
Shareholder letter and Investor Call Details
Read the Palo Alto Networks Shareholder Letter from Chairman and CEO Nikesh Arora.
Both organizations look forward to providing additional information on the transaction during an investor presentation at 6:30 am (PT) on July 30, 2025. Webcast link.
Earnings Call Detail
- CyberArk will forgo its Q2 2025 Earnings Call on August 7, 2025 for the above stated investor call, and has issued a press release today with their Q2 2025 financial results.
- Palo Alto Networks will host its Q4 FY2025 Earnings Call via a live video webcast on August 18, 2025, at 1:30 pm (PT) accessible from the “Investors” section of the Palo Alto Networks website at investors.paloaltonetworks.com
Source: CyberArk
