PANW · Palo Alto Networks Inc · Debt

Source evidence: Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer upon a Fundamental Change pursuant to this Article 15, the Company will, if required by applicable law:

Target identity evidence: INDENTURE, dated as of June 8, 2020, between PALO ALTO NETWORKS, INC., a Delaware corporation, as issuer (the "Company", as more fully set forth in Section 1.01) and U.S. Bank National Association, as trustee (the "Trustee", as more fully set forth in Section 1.01).

Target identity evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.375% Convertible Senior Notes due 2025 (the "Notes"), initially limited to the aggregate principal amount of $2,000,000,000 all issued or to be issued under and pursuant to an Indenture dated as of June 8, 2020 (as amended or supplemented from time to time in accordance with its terms, the "Indenture"), between the Company and U.S. Bank National Association (the "Trustee")

Source evidence: Section 16.04. Restrictions on Redemption. The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

Target identity evidence: INDENTURE, dated as of June 8, 2020, between PALO ALTO NETWORKS, INC., a Delaware corporation, as issuer (the "Company", as more fully set forth in Section 1.01) and U.S. Bank National Association, as trustee (the "Trustee", as more fully set forth in Section 1.01).

Target identity evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.375% Convertible Senior Notes due 2025 (the "Notes"), initially limited to the aggregate principal amount of $2,000,000,000 all issued or to be issued under and pursuant to an Indenture dated as of June 8, 2020 (as amended or supplemented from time to time in accordance with its terms, the "Indenture"), between the Company and U.S. Bank National Association (the "Trustee")

Source evidence: (c) The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Ordinary Shares or a combination of cash and Ordinary Shares, as applicable, as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Merger Event.

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: (c) The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Ordinary Shares or a combination of cash and Ordinary Shares, as applicable, as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Merger Event.

Source evidence: (d) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: (d) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes).

Source evidence: Section 15.02. Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder's option, to require the Company to repurchase for cash all of such Holder's Notes, or any portion of the principal thereof that is at least $100,000 or an integral multiple of $100,000 in excess thereof (or such lesser amount held by any such Holder), on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus any accrued and unpaid Special Interest thereon, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Special Interest Record Date but on or prior to the Special Interest Payment Date to which such Special Interest Record Date relates, in which case the Company shall instead pay the full amount of any accrued and unpaid Special Interest, if any, to Holders of record as of such Special Interest Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15.

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: Section 15.02. Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder's option, to require the Company to repurchase for cash all of such Holder's Notes, or any portion of the principal thereof that is at least $100,000 or an integral multiple of $100,000 in excess thereof (or such lesser amount held by any such Holder), on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice

Source evidence: The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee (i) if and at all such times when Special Interest is payable on the Notes pursuant to this Indenture not more than 15 days after each June 1 or December 1 in each year beginning (if Special Interest is then payable as set forth hereunder) with December 1, 2025, and (ii) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar.

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee (i) if and at all such times when Special Interest is payable on the Notes pursuant to this Indenture

Source evidence: (c) The Company further covenants that if at any time the Ordinary Shares shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed, so long as the Ordinary Shares shall be so listed on such exchange or automated quotation system, any Ordinary Shares issuable upon conversion of the Notes.

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: (c) The Company further covenants that if at any time the Ordinary Shares shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed, so long as the Ordinary Shares shall be so listed on such exchange or automated quotation system, any Ordinary Shares issuable upon conversion of the Notes.

Source evidence: (d) failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c), a notice of a Make-Whole Fundamental Change in accordance with Section 14.03(b), notice of a specified distribution or corporate event in accordance with Section 14.01(b)(ii) or Section 14.01(b)(iii) or a Redemption Notice in accordance with Section 16.01 or Section 16.02 (as the case may be), in each case when due, and, except with respect to any notice of a specified distribution pursuant to 14.01(b)(ii), such failure continues for three Business Days;

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: Each of the following events shall be an "Event of Default" with respect to the Notes:

Source evidence: (f) failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture;

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Source evidence: (g) default by the Company or any Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $150,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace period, if such default is not cured or waived, or such acceleration is not rescinded, within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding, in accordance with this Indenture;

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Source evidence: (a) default in any payment of Special Interest, if any, on any Note when due and payable, and the default continues for a period of 30 consecutive days;

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: Each of the following events shall be an "Event of Default" with respect to the Notes:

Source evidence: (b) default in the payment of principal of any Note when due and payable on the Maturity Date, upon a redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: Each of the following events shall be an "Event of Default" with respect to the Notes:

Source evidence: (c) failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder's conversion right and such failure continues for three Business Days;

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: Each of the following events shall be an "Event of Default" with respect to the Notes:

Source evidence: Section 14.06. Shares to Be Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient Ordinary Shares to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming delivery of the maximum number of Additional Shares pursuant to Section 14.03 and that at the time of computation of such number of shares, all such Notes would be converted by a single Holder and that Physical Settlement were applicable).

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: Section 14.06. Shares to Be Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient Ordinary Shares to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming delivery of the maximum number of Additional Shares pursuant to Section 14.03 and that at the time of computation of such number of shares, all such Notes would be converted by a single Holder and that Physical Settlement were applicable).

Source evidence: Section 14.11. Shareholder Rights Plans. If the Company has a shareholder rights plan in effect upon conversion of the Notes, each Ordinary Share, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Ordinary Shares issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the Ordinary Shares in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Ordinary Shares Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: Section 14.11. Shareholder Rights Plans. If the Company has a shareholder rights plan in effect upon conversion of the Notes, each Ordinary Share, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Ordinary Shares issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time.

Source evidence: Section 14.08. Certain Covenants. (a) The Company covenants that all Ordinary Shares issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: Section 14.08. Certain Covenants. (a) The Company covenants that all Ordinary Shares issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

Source evidence: (b) The Company covenants that, if any Ordinary Shares to be provided for the purpose of conversion of Notes hereunder require registration with or approval of any governmental authority under any Israeli law before such Ordinary Shares may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration or approval, as the case may be.

Target identity evidence: CYBERARK SOFTWARE LTD.

Target identity evidence: INDENTURE

Target identity evidence: Dated as of June 10, 2025

Target identity evidence: 0.00% Convertible Senior Notes due 2030

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the "**Company**," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "**Trustee**," as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the "**Notes**"), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target identity evidence: INDENTURE dated as of June 10, 2025, between CYBERARK SOFTWARE LTD., an Israeli corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2030 (the “Notes”), initially in an aggregate principal amount not to exceed $1,250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

Target scope evidence: (b) The Company covenants that, if any Ordinary Shares to be provided for the purpose of conversion of Notes hereunder require registration with or approval of any governmental authority under any Israeli law before such Ordinary Shares may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration or approval, as the case may be.