What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-18 compared with 2025-11-20 · 62 added, 71 removed, 604 unchanged (18% of the section changed)

19 unchanged sentences

• A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks.

• We face intense competition in our market and we may lack sufficient financial or other resources to maintain or improve our competitive position.

• We have and may in the future acquire other businesses (including CyberArk), which could subject us to adverse claims or liabilities, require significant management attention, disrupt our business, adversely affect our operating results, may not result in the expected benefits of such acquisitions, and may dilute stockholder value.

• We may not complete the acquisition of CyberArk within the timeframe we anticipate or at all, which could negatively impact our future business and financial results.

• As a result of the CyberArk acquisition, we anticipate that the scope and size of our business will substantially change and result in certain incremental risks, including increased competition.

• We face intense competition and we may lack sufficient financial or other resources to maintain or improve our competitive position.

• We have acquired and may in the future acquire other businesses, which could subject us to adverse claims or liabilities, require significant management attention, disrupt our business, adversely affect our operating results, may not result in the expected benefits of such acquisitions, and may dilute stockholder value.

• As a result of the CyberArk acquisition, the scope and size of our business has substantially changed, which resulted in certain incremental risks, including increased competition.

• If we do not accurately predict, prepare for, and respond promptly to rapidly evolving technological and market developments and successfully manage product and subscription introductions and transitions to meet changing end-customer needs in the enterprise security industry, our competitive position and prospects will be harmed.

21 unchanged sentences

We may not complete our analysis of our internal control over financial reporting in a timely manner, or our internal control may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

• Our reputation and/or business could be negatively impacted by corporate responsibility matters and/or our reporting of such matters.

• Failure to comply with governmental laws and regulations could harm our business.

• The market price of our common stock historically has been volatile, and the value of an investment in our common stock could decline.

• The warrant transactions may affect the value of our common stock.

• The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans, convertible notes, or otherwise will dilute stock held by all other stockholders.

• We may not have the ability to raise the funds necessary to settle conversions of the CyberArk Notes, repurchase the CyberArk Notes upon a fundamental change, or repay the CyberArk Notes in cash at their maturity, and our other debt may contain limitations on our ability to pay cash upon conversion or repurchase of the CyberArk Notes.

• The capped call transactions may affect the value of the CyberArk Notes and our common stock.

Risks Related to Global Economic and Geopolitical Conditions

9 unchanged sentences

Our business and operations have experienced growth in recent periods, and if we do not effectively manage any future growth or are unable to improve our systems, processes, and controls, our operating results could be adversely affected.

We have experienced growth and increased demand for our products and subscriptions over the last few years.

We have experienced growth and increased demand for our products and subscriptions over recent years.

As a result, our employee headcount has increased, and we expect it to continue to grow over the next year.

For example, from the end of fiscal 2025 to the end of the first quarter of fiscal 2026, our headcount increased from 16,068 to 16,413 employees.

For example, from the end of fiscal 2025 to the end of the second quarter of fiscal 2026, our headcount increased from 16,068 to 17,027 employees.

In addition, as we have grown, the number of end-customers has also increased, and we have managed more complex deployments of our products and subscriptions with larger end-customers.

7 unchanged sentences

Our revenue growth rate in recent periods may not be indicative of our future performance, and we may not be able to maintain profitability, which could cause our business, financial condition, and operating results to suffer.

We have experienced revenue growth rates of 16% and 14% for the three months ended October 31, 2025 and 2024, respectively.

We have experienced revenue growth rates of 15% and 14% for the six months ended January 31, 2026 and 2025, respectively.

Our revenue for any quarterly or annual period should not be relied upon as an indication of our future revenue or revenue growth for any future period.

41 unchanged sentences

We rely on revenue from subscription and support offerings, and because we recognize revenue from subscription and support over the term of the relevant service period, downturns or upturns in sales or renewals of these subscription and support offerings are not immediately reflected in full in our operating results.

Subscription and support revenue accounts for a significant portion of our revenue, comprising 82.5% of total revenue in the three months ended October 31, 2025 and 83.5% of total revenue in the three months ended October 31, 2024.

Subscription and support revenue accounts for a significant portion of our revenue, comprising 81.3% of total revenue in the six months ended January 31, 2026 and 82.4% of total revenue in the six months ended January 31, 2025.

Sales and renewals of subscription and support contracts may decline and fluctuate as a result of a number of factors, including end-customers’ level of satisfaction with our products and subscriptions, the frequency and severity of subscription outages, our product uptime or latency, the prices of our products and subscriptions, and reductions in our end-customers’ spending levels.

9 unchanged sentences

Substantially all of our revenue is generated by sales through our channel partners, including distributors and resellers.

For the three months ended October 31, 2025, three distributors individually represented 10% or more of our total revenue and in the aggregate represented 42% of our total revenue.

As of October 31, 2025, three distributors individually represented 10% or more of our gross accounts receivable and in the aggregate represented 45% of our gross accounts receivable.

For the six months ended January 31, 2026, three distributors individually represented 10% or more of our total revenue and in the aggregate represented 42% of our total revenue.

As of January 31, 2026, three distributors individually represented 10% or more of our gross accounts receivable and in the aggregate represented 46% of our gross accounts receivable.

We provide our channel partners with specific training and programs to assist them in selling our products, including subscriptions and support offerings, but there can be no assurance that these steps will be utilized or effective.

29 unchanged sentences

government may require certain of the products that it purchases to be manufactured in the United States or other relatively high-cost manufacturing locations, and we may not manufacture all products in locations that meet such requirements, affecting our ability to sell these products, subscriptions, and support offerings to the U.S.

We face intense competition in our market and we may lack sufficient financial or other resources to maintain or improve our competitive position.

The industry for enterprise security products is intensely competitive, and we expect competition to increase in the future from established competitors and new market entrants.

We face intense competition and we may lack sufficient financial or other resources to maintain or improve our competitive position.

The industry for enterprise security products and the other spaces in which we have offerings is intensely competitive, and we expect competition to increase in the future from established competitors and new market entrants.

Our main competitors fall into four categories:

• large companies that incorporate security features in their products, such as Cisco, Microsoft, Alphabet or those that have acquired, or may acquire, security vendors and have the technical and financial resources to bring competitive solutions to the market;

• independent security vendors, such as Check Point, Fortinet, CrowdStrike, Zscaler, and Wiz, that offer a mix of security products;

• large companies that incorporate security or observability features in their products, such as Alphabet, Cisco, and Microsoft or those that have acquired, or may acquire, security vendors and have the technical and financial resources to bring competitive solutions to the market;

• independent vendors that may offer a mix of security products, such as CheckPoint, Crowdstrike, Delinea, Fortinet, Okta, SailPoint, Wiz, and Zscaler, vendors that may offer a mix of observability products, such as DataDog, Dynatrace, and Elastic, or vendors that may offer a mix of security and observability products;

• startups and point-product vendors that offer independent or emerging solutions across various areas of security;

6 unchanged sentences

Other competitors specialize in providing protection from a single type of security threat, which may allow them to deliver these specialized security products to the market more quickly than we can.

The maturity and expansion of the enterprise cybersecurity space may attract new players, such as enterprise software companies in related or adjacent industries.

In addition, larger vendors, including the cloud hyperscalers and other cybersecurity companies with specialized or broad platforms, may meaningfully enter or further expand into additional cybersecurity categories, including the identity security category.

This additional competition could adversely impact our business.

We also face competition from companies that have entrenched legacy offerings at end-user customers.

11 unchanged sentences

If we are unable to compete successfully, or if competing successfully requires us to take aggressive pricing or other actions, our business, financial condition, and results of operations would be adversely affected.

We have and may in the future acquire other businesses (including CyberArk), which could subject us to adverse claims or liabilities, require significant management attention, disrupt our business, adversely affect our operating results, may not result in the expected benefits of such acquisitions, and may dilute stockholder value.

We have acquired and may in the future acquire other businesses, which could subject us to adverse claims or liabilities, require significant management attention, disrupt our business, adversely affect our operating results, may not result in the expected benefits of such acquisitions, and may dilute stockholder value.

As part of our business strategy, we acquire and make investments in complementary companies, products, or technologies.

We continue to evaluate such opportunities and expect to continue to make such acquisitions and investments in the future, such as our pending acquisition of CyberArk Software Ltd.

(“CyberArk”).

We continue to evaluate such opportunities and expect to continue to make such acquisitions and investments in the future.

The identification of suitable acquisition candidates is difficult, and we may not be able to complete such acquisitions on favorable terms, if at all.

3 unchanged sentences

Additionally, we may be subject to litigation or other claims in connection with the acquired company, product, or technology, including claims from terminated employees, customers, former stockholders, or other third parties, which may differ from or be more significant than the risks our business faces.

If we are unsuccessful at integrating past or future acquisitions, including the pending acquisition of CyberArk, in a timely manner, or the technologies, products, or operations associated with such acquisitions, into our company, our revenue and operating results could be adversely affected.

If we are unsuccessful at integrating past or future acquisitions in a timely manner, or the technologies, products, or operations associated with such acquisitions, into our company, our revenue and operating results could be adversely affected.

Any integration process may require significant time and resources, which may disrupt our ongoing business and divert management’s attention, and we may not be able to manage the integration process successfully or in a timely manner.

1 unchanged sentence

We may not successfully evaluate or utilize any acquired technology, products, or personnel, realize anticipated synergies from an acquisition, or accurately forecast the financial impact of an acquisition transaction and integration of such acquisition, including accounting charges and any potential impairment of goodwill and intangible assets recognized in connection with such acquisitions.

In particular, we believe that there are significant benefits and synergies that may be realized from our proposed acquisition of CyberArk, including through leveraging our and CyberArk’s products, scale, and combined enterprise customer bases.

However, the efforts to realize the anticipated benefits and synergies will be a complex process and may disrupt both our and CyberArk’s existing operations if not implemented in a timely and efficient manner.

The full benefits of the proposed acquisition of CyberArk, including the anticipated sales or growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all.

In particular, we believe that there are significant benefits and synergies that may be realized from our recent acquisitions of CyberArk and Chronosphere, including through leveraging our combined products, scale, and enterprise customer bases.

However, the efforts to realize the anticipated benefits and synergies will be a complex process and may disrupt our existing operations if not implemented in a timely and efficient manner.

The full benefits of the recent acquisitions of CyberArk and Chronosphere, including the anticipated sales or growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all.

We have recorded, and may in the future record, liability for contingent consideration obligations from acquisitions that are to be settled in cash, the fair value of which is assessed on a quarterly basis.

1 unchanged sentence

We may also be required to make cash payments of contingent consideration in excess of its initial fair value, or in excess of our expectations for a particular period, which could adversely impact cash flows.

We may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any future acquisitions, including the pending acquisition of CyberArk, each of which could adversely affect our financial condition or the market price of our common stock, and result in dilution to our stockholders.

We may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any future acquisitions, each of which could adversely affect our financial condition or the market price of our common stock, and result in dilution to our stockholders.

Furthermore, the sale or issuance of equity or equity-linked debt to finance any future acquisitions could result in dilution to our stockholders.

1 unchanged sentence

The occurrence of any of these risks could harm our business, operating results, and financial condition.

We may not complete the acquisition of CyberArk within the timeframe we anticipate or at all, which could negatively impact our future business and financial results.

The completion of the acquisition of CyberArk is subject to a number of conditions, including, among others:

• the effectiveness of a registration statement on Form S-4 to be filed by us registering the shares of our common stock to be issued to CyberArk shareholders as consideration in the acquisition and the absence of any stop order or proceedings seeking a stop order;

• the approval for listing on Nasdaq of our shares of common stock to be issued in connection with the proposed acquisition;

• the making, approval, expiration, termination or receipt of, as applicable, all applicable filings, registrations, waiting periods (or extensions of waiting periods) and approvals under specified antitrust and foreign investment laws;

• the absence of governmental restraints or prohibitions preventing the consummation of the proposed acquisition.

No assurance can be given that the required governmental and regulatory consents and approvals will be obtained or that any of the required conditions to closing will be satisfied in a timely manner or at all.

As a result, although it is currently anticipated that we will complete the acquisition of CyberArk during the third quarter of our fiscal 2026, the possible timing and likelihood of completion are uncertain.

There can be no assurance that the acquisition of CyberArk will be completed in the anticipated timeframe or at all.

Any delay in completing the proposed acquisition could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits and synergies that we anticipate to achieve if the proposed acquisition were to be successfully completed within its expected time frame.

In addition, the relevant governmental authorities from which approvals under specified antitrust and foreign investment laws must be obtained may impose or seek to impose conditions on the completion of the acquisition or require changes to the terms of the proposed acquisition or agreements to be entered into in connection with the CyberArk acquisition.

Such conditions or changes and the process of obtaining these approvals, could have the effect of delaying or impeding completion of the CyberArk acquisition or imposing additional costs or limitations on us following the acquisition, which may have an adverse effect on our business, results of operations, and financial condition.

The failure or inability to satisfy all of the required conditions could delay the completion of the acquisition for a significant period of time or prevent it from occurring at all.

In addition, under limited circumstances, we or CyberArk may elect to terminate the definitive agreement or we and CyberArk may mutually decide to terminate the definitive agreement.

A termination of the definitive agreement could materially and adversely affect our business, results of operations and reputation.

If the acquisition of CyberArk is delayed or not completed, we could be subject to a number of risks that may adversely affect our business, operating results and financial condition, including, among other things:

• we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock;

• we could incur significant acquisition costs that we would be unable to recoup;

• under specified circumstances in connection with the termination of the definitive agreement, we would be required to pay CyberArk a termination fee of $1.0 billion;

• negative perception from industry contacts, business partners, and other third parties, which could impact our operations or our ability to compete for new business or obtain renewals in the marketplace more broadly;

• reputational harm, negative publicity, negative reactions from employees, and other negative impacts resulting from delay or failure to complete the acquisition of CyberArk.

As a result of the CyberArk acquisition, we anticipate that the scope and size of our business will substantially change and result in certain incremental risks, including increased competition.

We believe that the CyberArk acquisition will expand the scope and size of our business by adding substantial assets and operations to our existing business.

The anticipated future growth of our business may impose significant added responsibilities on our senior management, and our senior management’s attention may be diverted from the management of our business and its day-to-day operations to the completion and integration of the CyberArk acquisition.

The CyberArk acquisition could also create uncertainty for our and CyberArk’s employees, partners, and customers, particularly during the anticipated post-acquisition integration process, and result in disruption to existing business relationships and the development of new business relationships.

Following completion of the proposed acquisition of CyberArk, our success, including with respect to realizing the anticipated benefits and synergies from the proposed acquisition, will depend, in part, on our ability to manage our expansion, which poses numerous risks and uncertainties, including the need to integrate the operations and business of CyberArk into our existing business in a timely and efficient manner, to combine systems and management controls and to integrate relationships with industry contacts and business partners.

In addition, we will be required to devote significant attention and resources prior to closing to prepare for the post-closing integration and operation of the combined company, and we will be required post-closing to devote significant attention and resources to successfully align our and CyberArk’s business practices and operations.

As a result of the CyberArk acquisition, the scope and size of our business has substantially changed, which resulted in certain incremental risks, including increased competition.

Our recent CyberArk acquisition has expanded the scope and size of our business by adding substantial assets and operations to our existing business.

The integration process for CyberArk could create uncertainty for our and CyberArk’s employees, partners, and customers and result in disruption to existing business relationships and the development of new business relationships.

Our success, including with respect to realizing the anticipated benefits and synergies from the CyberArk acquisition, will depend, in part, on our ability to manage our expansion, which poses numerous risks and uncertainties, including the need to integrate the operations and business of CyberArk into our existing business in a timely and efficient manner, to combine systems and management controls and to integrate relationships with industry contacts and business partners.

In addition, we will be required to devote significant attention and resources to successfully align our and CyberArk’s business practices and operations.

This process may disrupt our business and, if ineffective, would limit the anticipated benefits and synergies of the acquisition.

In addition, we expect that the completion of the CyberArk acquisition will result in increased competition, including, as a result of our entry into a new product category.

CyberArk faces intense competition in the information security and identity security industry in which it operates, characterized by constant innovation, evolving customer requirements, and rapid adoption of different technologies and services.

In addition, we expect that the CyberArk acquisition will result in increased competition, including, as a result of our entry into a new product category.

The identity security industry is characterized by constant innovation, evolving customer requirements, and rapid adoption of different technologies and services.

These added competitive pressures could result in decreased sales, price reductions, increased operating costs, and lower revenues, margins and net income for the combined company.

186 unchanged sentences

If we are unable to obtain a sufficient quantity of these components in a timely manner for any reason, sales of our hardware products could be delayed or halted, or we could be forced to expedite shipment of such components or our hardware products at dramatically increased costs.

Our component suppliers also change their selling prices frequently in response to market trends, including industry-wide increases in demand.

Our component suppliers also change their selling prices frequently in response to market trends, including industry-wide increases in demand, such as the recent increased demand for memory-related components, which changes could adversely impact our business or results of operations, including by resulting in lower gross margins.

Because we do not have, for the most part, volume purchase contracts with our component suppliers, we are susceptible to price fluctuations related to raw materials and components and may not be able to adjust our prices accordingly.

38 unchanged sentences

We have entered into forward contracts in an effort to reduce our foreign currency exchange exposure related to our foreign currency denominated revenue and operating expenditures.

As of October 31, 2025, the total notional amount of our outstanding foreign currency forward contracts was $1.3 billion.

As of January 31, 2026, the total notional amount of our outstanding foreign currency forward contracts was $1.1 billion.

For more information on our hedging transactions, refer to Note 6.

2 unchanged sentences

We face risks associated with having operations and employees located in Israel.

We have business operations in Israel and intend to continue growing our presence in Israel, including in connection with our proposed acquisition of CyberArk.

We have business operations in Israel, which meaningfully expanded as a result of the acquisition of CyberArk, and we intend to continue growing our presence in Israel.

Our operations in Israel could be disrupted by political instability, civil unrest, terrorist attacks, acts of violence, acts of war, or other military actions, including the hostilities in Israel and the surrounding region.

69 unchanged sentences

Increasingly complex federal or state laws and regulations relating to privacy and security, and interpretations and enforcement of existing laws and regulations relating to these matters, may require us to modify our data practices and policies, incur substantial compliance costs and expenses, and add further complexity to our compliance efforts that could adversely affect our business or increase our potential liability if we fail to comply or are alleged to have done so.

In addition, we are subject to federal privacy and security standards regarding the protection of individually identifiable health information under the Health Insurance Portability and Accountability Act as amended by the Health Information Technology for Economic and Clinical Health Act (“HIPPA”) and these carry significant enforcement penalties for non-compliance.

Failure to comply with HIPAA can result in an injunction, regulatory action, civil monetary penalties, or in certain circumstances, criminal penalties with fines and/or imprisonment.

We operate as a HIPAA business associate for certain of our customers and, therefore, must comply with applicable administrative, technical, and physical safeguards required by HIPAA.

If we are unable to comply with our obligations as a HIPAA business associate, in addition to potential regulatory enforcement actions, we also could face contractual liability under applicable business associate agreements.

We may also from time to time be subject to obligations relating to personal data by contract, or face assertions that we are subject to self-regulatory obligations or industry standards.

50 unchanged sentences

Enforcement actions, litigation, and sanctions could harm our business, operating results, and financial condition.

Risks Related to Our Common Stock

Risks Related to Our Common Stock and CyberArk’s Convertible Notes

The market price of our common stock historically has been volatile, and the value of an investment in our common stock could decline.

22 unchanged sentences

Securities litigation could result in substantial costs, divert our management’s attention and resources from our business, and have a material adverse effect on our business, operating results, and financial condition.

The warrant transactions may affect the value of our common stock.

In June 2020, we issued our 0.375% Convertible Senior Notes due 2025 (the “2025 Notes”), which matured on June 1, 2025.

In connection with the sale of our 2025 Notes, we entered into convertible note hedge transactions (the “2025 Note Hedges”) with certain counterparties.

In connection with the sale of the 2025 Notes and purchase of the 2025 Note Hedges, we also entered into warrant transactions with the counterparties pursuant to which we sold warrants (the “2025 Warrants”) for the purchase of our common stock.

The 2025 Warrants could have a dilutive effect to the extent that the market price per share of our common stock exceeds the applicable strike price of the 2025 Warrants unless, subject to certain conditions, we elect to cash settle such 2025 Warrants.

The applicable counterparties to the 2025 Warrants or their respective affiliates may modify their related hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the expiration of the 2025 Warrants.

This activity could cause or prevent an increase or a decrease in the market price of our common stock.

We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of our common stock.

In addition, we do not make any representation that the counterparties or their respective affiliates will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans, exercise of the 2025 Warrants, or otherwise will dilute stock held by all other stockholders.

The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans, convertible notes, or otherwise will dilute stock held by all other stockholders.

Our restated certificate of incorporation authorizes us to issue up to 2.0 billion shares of common stock and up to 100 million shares of preferred stock with such rights and preferences as may be determined by our board of directors.

Subject to compliance with applicable rules and regulations, we may issue shares of common stock or securities convertible into or exchangeable for shares of our common stock from time to time in connection with a financing or other capital raising, acquisition, investment, our stock incentive plans, the settlement of our 2025 Warrants, or otherwise.

Any such issuance, including in connection with the proposed CyberArk acquisition, could result in substantial dilution to our existing stockholders and cause the market price of our common stock to decline.

Any such issuance could result in substantial dilution to our existing stockholders and cause the market price of our common stock to decline.

We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance shareholder value, and share repurchases could affect the price of our common stock.

As of October 31, 2025, we had $1.0 billion available under our share repurchase program which will expire on December 31, 2026 and may be suspended or discontinued at any time without prior notice.

As of January 31, 2026, we had $1.0 billion available under our share repurchase program which will expire on December 31, 2026 and may be suspended or discontinued at any time without prior notice.

Although our board of directors has authorized a share repurchase program, we are not obligated to repurchase any specific dollar amount or to acquire any specific number of shares under the program.

20 unchanged sentences

Any of these provisions could, under certain circumstances, depress the market price of our common stock.

We may not have the ability to raise the funds necessary to settle conversions of the CyberArk Notes, repurchase the CyberArk Notes upon a fundamental change, or repay the CyberArk Notes in cash at their maturity, and our other debt may contain limitations on our ability to pay cash upon conversion or repurchase of the CyberArk Notes.

In connection with the consummation of the CyberArk acquisition, we entered into the First Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated as of June 10, 2025 (as supplemented by the Supplemental Indenture, the “Indenture”), governing the CyberArk Notes, and in the Supplemental Indenture we agreed to guarantee the CyberArk Notes.

Accordingly, we or CyberArk will need to make cash payments (a) if holders of the CyberArk Notes require CyberArk to repurchase all, or a portion of, the CyberArk Notes upon the occurrence of a fundamental change before the maturity date, (b) upon conversion of the CyberArk Notes, or (c) to repay the CyberArk Notes in cash at their maturity, unless earlier converted or repurchased.

If our cash provided by operating activities, together with our existing cash, cash equivalents, and investments, and existing sources of financing, are inadequate to satisfy these obligations, we will need to obtain third-party financing, which may not be available to us on commercially reasonable terms or at all, to meet these payment obligations.

In addition, our ability to repurchase or to pay cash upon conversion of the CyberArk Notes may be limited by law, regulatory authority, or agreements governing our other indebtedness.

Our failure to repurchase the CyberArk Notes at a time when the repurchase is required by the indenture governing the CyberArk Notes, or to pay any cash amount due upon their maturity or conversion when required by the Indenture would constitute a default under the Indenture.

A default under the Indenture could also lead to a default under agreements governing our other indebtedness.

If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to satisfy all amounts due under the other indebtedness and the CyberArk Notes.

The capped call transactions may affect the value of the CyberArk Notes and our common stock.

In connection with the issuance of the CyberArk Notes, CyberArk had previously entered into a number of capped call transactions (each, a “Capped Call”), each with a financial institution (each, together with its affiliates, a “Dealer”).

In connection with the CyberArk acquisition, we entered into substantially identical amended and restated letter agreements with respect to the Capped Calls, under which the Capped Calls were assigned to us and now reference our common stock.

The Capped Calls are generally expected to reduce the potential dilution to our common stock upon conversion of the CyberArk Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted CyberArk Notes, with such reduction and/or offset subject to a cap.

Any Dealer may modify or unwind its hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the CyberArk Notes (and is likely to do so following any conversion of the CyberArk Notes, any repurchase of the CyberArk Notes by us on any fundamental change repurchase date, any redemption date, or any other date on which the CyberArk Notes are retired by us, in each case, if we exercise the relevant election under the Capped Calls and in connection with any negotiated unwind or modification of the Capped Calls).

This activity could cause or prevent an increase or a decrease in the market price of our common stock or the CyberArk Notes, which could affect a note holder’s ability to convert its CyberArk Notes and, to the extent the activity occurs during any observation period related to a conversion of the CyberArk Notes, it could affect the amount and value of the consideration that the note holder would receive upon conversion of the CyberArk Notes.

We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of the CyberArk Notes or our common stock.

In addition, we do not make any representation that any Dealer has engaged with or will engage in these transactions or that these transactions, if commenced, have not been or will not be discontinued without notice.

General Risk Factors

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors