EXPLANATORY NOTE
This Registration Statement is being filed to register an additional 1,225,000 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), of CyberArk
Software Ltd. (the “Registrant,” “we,” “our” or “us”) issuable pursuant to the
CyberArk Software Ltd. 2014 Share Incentive Plan, as amended (the “2014 Plan”).
On November 19, 2014, we filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8 (File No. 333-200367)
registering 219,358 Ordinary Shares issuable under the 2014 Plan and 224,000 Ordinary Shares issuable upon the exercise of options granted under the 2014 Plan. Subsequently, on March 18, 2015, we filed with the Commission a registration statement
on Form S-8 (File No. 333-202850) registering 610,027 Ordinary Shares issuable under the 2014 Plan. On April 21, 2015, our board of directors (our “Board”) and the compensation committee of our Board
adopted, subject to shareholders approval, and on June 10, 2015, our shareholders approved, an amendment to the 2014 Plan to (a) increase the number of Ordinary Shares for issuance under the 2014 Plan by 610,027 Ordinary Shares as of January 1,
2015, and (b) amend the provision in the 2014 Plan regarding the maximum aggregate number of Ordinary Shares that may be issued pursuant to awards under the 2014 Plan to provide that the number of Ordinary Shares available for issuance under the
2014 Plan will automatically increase on January 1 of each calendar year during the term of the 2014 Plan, commencing on January 1, 2016, by the lesser of (i) an amount determined by our Board, if so determined prior to January 1 of the calendar
year in which the increase is set to occur, (ii) 4% of the total number of our Ordinary Shares outstanding on December 31 of the immediately preceding calendar year, and (iii) 4,000,000 Ordinary Shares. Therefore, we filed with the Commission
registration statements on Form S-8 on March 16, 2017 (File No. 333-216755) registering 3,311,644 Ordinary Shares, on March 16, 2018 (File No. 333-223729) registering 1,200,000 Ordinary Shares, on March 14, 2019 (File No. 333-230269) registering
1,300,000 Ordinary Shares and on March 5, 2020 (File No. 333-236909) registering 50,000 Ordinary Shares, all issuable under the 2014 Plan.
The purpose of this Registration Statement is for the Registrant to register an additional 1,225,000 Ordinary Shares issuable under the 2014 Plan following the above-described amendment,
representing an automatic increase effective as of January 1, 2021 pursuant to the 2014 Plan.
Pursuant to Instruction E of Form S-8, the contents of our prior registration statements on Form S-8 (File Nos. 333-200367, 333-202850, 333-216755, 333-223729, 333-230269 and 333-236909) are
incorporated herein by reference, and the information required by Part II is omitted, except as supplemented by the information set forth below.