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• 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.
−Removed: • Issues in the development and deployment of AI may result in reputational harm and legal liability and could adversely affect our results of operations.
+Added: • Issues in the development, deployment or use of AI may result in reputational harm, legal liability and could adversely affect our business and results of operations.
• A network or data security incident may allow unauthorized access to our network or data, harm our reputation, create additional liability, and adversely impact our financial results.
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• 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.
−Removed: • 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.
−Removed: • The capped call transactions may affect the value of the CyberArk Notes and our common stock.
+Added: • We may not have the ability to raise the funds necessary to settle conversions of the 2030 Notes, repurchase the 2030 Notes upon a fundamental change, or repay the 2030 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 2030 Notes.
+Added: • The capped calls may affect the value of the 2030 Notes and our common stock.
Risks Related to Global Economic and Geopolitical Conditions
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As a result, our employee headcount has increased, and we expect it to continue to grow over the next year.
−Removed: 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.
+Added: For example, from the end of fiscal 2025 to the end of the third quarter of fiscal 2026, our headcount increased from 16,068 to 21,491 employees, including approximately 4,166 additional headcount as a result of the CyberArk acquisition.
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.
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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.
−Removed: We have experienced revenue growth rates of 15% and 14% for the six months ended January 31, 2026 and 2025, respectively.
+Added: We have experienced revenue growth rates of 21% and 15% for the nine months ended April 30, 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.
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Seasonality may cause fluctuations in our revenue.
−Removed: We believe there are significant seasonal factors that may cause our second and fourth fiscal quarters to record greater revenue sequentially than our first and third fiscal quarters.
+Added: We believe there are seasonal factors that may cause our second and fourth fiscal quarters to record greater revenue sequentially than our first and third fiscal quarters.
We believe that this seasonality results from a number of factors, including:
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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.
−Removed: 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.
+Added: Subscription and support revenue accounts for a significant portion of our revenue, comprising 80.9% of total revenue in the nine months ended April 30, 2026 and 81.6% of total revenue in the nine months ended April 30, 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.
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Substantially all of our revenue is generated by sales through our channel partners, including distributors and resellers.
−Removed: 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.
−Removed: 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.
+Added: For the nine months ended April 30, 2026, two distributors individually represented 10% or more of our total revenue and in the aggregate represented 31% of our total revenue.
+Added: As of April 30, 2026, two distributors individually represented 10% or more of our gross accounts receivable and in the aggregate represented 29% 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.
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• 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;
−Removed: • 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;
+Added: • independent vendors that may offer a mix of security products, such as CheckPoint, Crowdstrike, Delinea, Fortinet, Okta, SailPoint, 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;
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Due to budget constraints or economic downturns, organizations may add solutions to their existing network security infrastructure rather than replacing it with our products and subscriptions.
−Removed: Conditions in our market could change rapidly and significantly as a result of technological advancements, partnering, acquisitions or strategic investments by our competitors, or continuing market consolidation.
+Added: Conditions in our market could change rapidly and significantly as a result of technological advancements, including with respect to artificial intelligence (“AI”), partnering, acquisitions or strategic investments by our competitors, or continuing market consolidation.
Our competitors and potential competitors may be able to develop new or disruptive technologies, products, or services, and leverage new business models that are equal or superior to ours, achieve greater market acceptance of their products and services, disrupt our markets, and increase sales by utilizing different distribution channels than we do.
−Removed: In addition, new and enhanced technologies, including AI and machine learning, continue to increase our competition.
+Added: In addition, new and enhanced technologies, including AI and machine learning, continue to increase our competition, and our competitors may more successfully incorporate AI into their products, gain or leverage superior access to certain AI technologies, and achieve higher market acceptance of their AI solutions.
To compete successfully, we must accurately anticipate technology developments and deliver innovative, relevant, and useful products, services, and technologies in a timely manner.
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There can be no assurance that we will successfully identify opportunities for new products and subscriptions, develop and bring new products and subscriptions to market in a timely manner, achieve market acceptance of our products and subscriptions, or that products, subscriptions, and technologies developed by others will not render our products, subscriptions, and technologies obsolete or noncompetitive.
−Removed: Issues in the development and deployment of AI may result in reputational harm and legal liability and could adversely affect our results of operations.
+Added: Issues in the development, deployment or use of AI may result in reputational harm, legal liability and could adversely affect our business and results of operations.
We have incorporated, and are continuing to develop and deploy, AI into many of our products and solutions, including services that support our products and solutions.
We are also incorporating AI into the operations of our business.
−Removed: AI presents challenges and risks that could affect our products and solutions, and the operations of our business.
−Removed: For example, AI algorithms may have flaws, and datasets used to train models may be insufficient or contain biased information.
+Added: AI presents challenges, risks, and potentially unintended consequences that could affect our products and solutions, and the operations of our business.
+Added: For example, AI algorithms may have flaws, and datasets used to train AI models may be insufficient or contain biased information.
The AI that is being incorporated into our products, solutions, and business operation tools may not be successful or beneficial, and instead may cause technical, legal or ethical problems or result in increased costs.
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Such investments ultimately may not be commercially viable or may not result in an adequate return of capital and we may incur unanticipated liabilities.
−Removed: These efforts could subject us to regulatory risk, legal liability, including under legislation regulating AI in jurisdictions such as the E.U.
−Removed: and laws and regulations being considered in other jurisdictions, or brand or reputational harm.
+Added: In addition, vulnerabilities within our AI systems or solutions may be identified by researchers or malicious actors before we detect or remediate them, which could result in security incidents, reputational damage, or loss of customer confidence.
+Added: Advances in AI may also increase the speed, scale, and sophistication of vulnerability discovery and related cybersecurity threat activity more broadly, including with respect to our products and services.
+Added: AI capabilities may reduce the time between vulnerability discovery and attempted or actual exploitation, increase the number of potential attack paths that malicious actors can evaluate, and potentially make certain attack techniques more accessible, scalable, and difficult to detect.
+Added: To the extent customers, investors, or other market participants perceive that AI tools can automate or commoditize aspects of vulnerability identification, automated patching and other cybersecurity functions, the perceived value of certain cybersecurity solutions could diminish, and customer buying patterns, competitive dynamics, and demand for certain of our product and service offerings could be adversely affected.
+Added: In addition, investor and market perceptions regarding AI-related disruption to the cybersecurity industry, including speculation or doubt about whether AI will displace, commoditize, or diminish demand for certain cybersecurity solutions, or about the relative positioning of incumbents versus AI-native entrants, could adversely affect the our business, results of operations, or the trading price and volatility of our common stock, even if these perceptions do not reflect actual changes in our business, customer demand, competitive position, or financial performance.
The rapid evolution of AI, including potential government regulation of AI, requires us to invest significant resources to develop, test, and maintain AI in our products and services in a manner that meets evolving requirements and expectations.
−Removed: The rules and regulations adopted by policymakers over time may require us to make changes to our business practices.
+Added: The rules and regulations adopted by policymakers over time may require us to make changes to our business practices, and our efforts and investments regarding AI could subject us to regulatory risk, legal liability, including under legislation regulating AI in jurisdictions such as the E.U.
+Added: and laws and regulations being considered in other jurisdictions, or brand or reputational harm.
Developing, testing, and deploying AI systems may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems.
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Despite our efforts and processes to prevent breaches of our internal networks, systems, and websites, our data, corporate systems, and security measures, as well as those of our third-party service providers, are still vulnerable to computer viruses, break-ins, phishing attacks, ransomware attacks, or other types of attacks from outside parties, or breaches due to employee error, malfeasance, or some combination of these.
+Added: In addition, the adoption of AI poses risks.
+Added: AI can be exploited by malicious actors to develop advanced cyberattacks, bypass security measures, and exploit system vulnerabilities, including potentially identifying weaknesses in our systems before we become aware of or can remediate them.
We cannot guarantee that the measures we have taken to protect our networks, systems, and websites will provide adequate security.
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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.
−Removed: 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.
+Added: Our component suppliers also change their selling prices frequently in response to market trends, including industry-wide increases in demand, which changes could adversely impact our business or results of operations, including by resulting in lower gross margins.
+Added: For example, there is currently a global shortage of memory-related components, which are a component in certain of our products.
+Added: Accordingly, there are, and may continue to be, constraints on the availability of memory-related components, which may lead to delays in the production and delivery of certain of our products and increased costs to source available memory chips and other components.
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.
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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.
−Removed: As of January 31, 2026, the total notional amount of our outstanding foreign currency forward contracts was $1.1 billion.
+Added: As of April 30, 2026, the total notional amount of our outstanding foreign currency forward contracts was $1.2 billion.
For more information on our hedging transactions, refer to Note 6.
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Current or future tensions and conflicts in the Middle East could adversely affect our business, operating results, financial condition, and cash flows.
+Added: For example, the recent military conflict involving Iran could escalate in the future and adversely affect our business and operations in Israel.
In addition, many of our employees in Israel are obligated to perform annual reserve duty in the Israeli military and are subject to being called for active duty under emergency circumstances, which has occurred as a result of hostilities in Israel and the surrounding region.
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In addition, the U.K.
−Removed: government enacted the U.K.
−Removed: Data (Use and Access) Act 2025 on June 19, 2025, which includes changes to the U.K.’s data protection regime that cause it to deviate from the GDPR.
+Added: Data (Use and Access) Act 2025, enacted on June 19, 2025, includes changes to the U.K.’s data protection regime that cause it to deviate from the GDPR.
This creates new compliance challenges and uncertainty, including with respect to the European Commission’s adequacy determination for the U.K.’s data protection regime.
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These include laws enacted in at least 22 U.S.
−Removed: states, a portion of which are expected to come into effect over the course of our fiscal 2026.
Department of Justice also has issued rules regarding access to, or transfer of, certain bulk sensitive personal data by countries of concern.
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Additionally, the Federal Trade Commission and many state attorneys general are more regularly bringing enforcement actions in connection with federal and state consumer protection laws for false or deceptive acts or practices in relation to the online collection, use, dissemination, and security of personal data.
−Removed: Internationally, data localization laws may mandate that personal data collected in a foreign country be processed and stored within that country.
We and our customers may face risk of enforcement actions by regulators or data protection authorities, private litigation and adverse publicity including reputational damage and loss of customer confidence for alleged violations of any of the foregoing obligations.
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New legislation affecting the scope of personal data and personal information where we or our customers and partners have operations, especially relating to classification of Internet Protocol (“IP”) addresses, machine identification, AI and machine learning, location data, and other information, may limit or inhibit our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing or uses of data, and may require significant expenditures and efforts in order to comply.
+Added: Internationally, data localization laws may mandate that personal data collected in a foreign country be processed and stored within that country, which may require us to restructure our cloud infrastructure at significant cost.
Notably, public perception of potential privacy, data protection, or information security concerns—whether or not valid—may harm our reputation and inhibit adoption of our products and subscriptions by current and future end-customers.
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federal tax legislation commonly referred to as the One Big Beautiful Bill Act, which was signed into law on July 4, 2025.
+Added: In addition, our effective tax rates could be affected by fluctuations in the market price of our common stock and changes in the fair value of CyberArk’s $ 1.25 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “2030 Notes”) and the fair value of the capped calls we acquired in connection with the CyberArk acquisition.
+Added: If our future tax obligations or effective tax rates increase as a result of these or other factors, it could have an adverse effect on our financial condition and operating results.
If our estimates or judgments, including those relating to our critical accounting policies, are based on assumptions that change or prove to be incorrect, our operating results differ from our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.
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Our reputation and/or business could be negatively impacted by corporate responsibility matters and/or our reporting of such matters.
−Removed: There is an increasing focus from regulators, certain investors, and other stakeholders concerning corporate responsibility matters, both in the United States and internationally.
−Removed: We communicate certain corporate responsibility-related initiatives, goals, and/or commitments regarding sustainability matters, inclusion, responsible sourcing and social investments, and other matters in our annual Corporate Responsibility Report, on our website, in our filings with the SEC, and elsewhere.
−Removed: These initiatives, goals, or commitments could be difficult to achieve and costly to implement.
−Removed: We could fail to achieve, or be perceived to fail to achieve, our corporate responsibility-related initiatives, goals, or commitments.
+Added: There is an evolving and varied focus from regulators, investors, customers, and other stakeholders concerning corporate responsibility matters, both in the United States and internationally.
+Added: We communicate certain corporate responsibility-related initiatives, goals, and/or commitments regarding sustainability matters, inclusion, responsible sourcing, community impact, and other matters in our annual Corporate Responsibility Report, on our website, in our filings with the SEC, and elsewhere.
+Added: These initiatives, goals, or commitments could be difficult to achieve and costly to implement and we may fail to achieve, or be perceived to fail to achieve them.
In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them.
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Our actual or perceived failure to achieve our corporate responsibility-related initiatives, goals, or commitments could negatively impact our reputation, result in corporate responsibility-focused investors not purchasing and holding our stock, or otherwise materially harm our business.
−Removed: In addition, we are or may become subject to various new and proposed sustainability-related laws and regulations, including, for example, the E.U.’s Corporate Sustainability Reporting Directive.
−Removed: Additional regulation may require us to incur significant additional costs associated with increased compliance burdens, including the implementation of additional internal controls processes and procedures, and impose increased oversight obligations on our management and board of directors, as well as require us to retain third-party experts.
+Added: In addition, we are or may become subject to various new, proposed and evolving sustainability-related laws and regulations, including, for example, the E.U.’s Corporate Sustainability Reporting Directive.
+Added: Additional regulation may require us to incur significant costs associated with increased compliance burdens, including the implementation of additional internal controls processes and procedures, and impose increased oversight obligations on our management and board of directors, as well as require us to retain third-party experts.
Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, enforcement actions, fines or litigation, which could negatively impact our business, operating results or financial condition.
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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.
−Removed: 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 CyberArk’s $1.25 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “CyberArk Notes”), or otherwise.
+Added: 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 the 2030 Notes, or otherwise.
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.
−Removed: 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.
+Added: As of April 30, 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.
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Any of these provisions could, under certain circumstances, depress the market price of our common stock.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: We may not have the ability to raise the funds necessary to settle conversions of the 2030 Notes, repurchase the 2030 Notes upon a fundamental change, or repay the 2030 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 2030 Notes.
+Added: In connection with the consummation of the CyberArk acquisition, we entered into the a supplemental indenture (the “Supplemental Indenture”) to the Indenture, dated as of June 10, 2025 (as supplemented by the Supplemental Indenture, the “Indenture”), governing the 2030 Notes, and in the Supplemental Indenture we agreed to guarantee the 2030 Notes.
+Added: Accordingly, we or CyberArk will need to make cash payments (a) if holders of the 2030 Notes require CyberArk to repurchase all, or a portion of, the 2030 Notes upon the occurrence of a fundamental change before the maturity date, (b) upon conversion of the 2030 Notes, or (c) to repay the 2030 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.
−Removed: 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.
−Removed: 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.
+Added: In addition, our ability to repurchase or to pay cash upon conversion of the 2030 Notes may be limited by law, regulatory authority, or agreements governing our other indebtedness.
+Added: Our failure to repurchase the 2030 Notes at a time when the repurchase is required by the indenture governing the 2030 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.
−Removed: 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.
−Removed: The capped call transactions may affect the value of the CyberArk Notes and our common stock.
−Removed: 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”).
+Added: 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 2030 Notes.
+Added: The capped calls may affect the value of the 2030 Notes and our common stock.
+Added: In connection with the issuance of the 2030 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.
−Removed: 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.
−Removed: 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).
−Removed: 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.
−Removed: 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.
+Added: The Capped Calls are generally expected to reduce the potential dilution to our common stock upon conversion of the 2030 Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted 2030 Notes, with such reduction and/or offset subject to a cap.
+Added: 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 2030 Notes (and is likely to do so following any conversion of the 2030 Notes, any repurchase of the 2030 Notes by us on any fundamental change repurchase date, any redemption date, or any other date on which the 2030 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).
+Added: This activity could cause or prevent an increase or a decrease in the market price of our common stock or the 2030 Notes, which could affect a note holder’s ability to convert its 2030 Notes and, to the extent the activity occurs during any observation period related to a conversion of the 2030 Notes, it could affect the amount and value of the consideration that the note holder would receive upon conversion of the 2030 Notes.
+Added: 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 2030 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.
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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.