CYBERARK SOFTWARE LTD. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 10, 2025 0.00% Convertible Senior Notes due 2030

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Exhibit 4.1

	Share Price
Effective Date	$392.18	$450.00	$509.84	$600.00	$662.79	$750.00	$1,000.00	$1,500.00	$2,000.00	$2,500.00
June 10, 2025	0.5884	0.4430	0.3369	0.2297	0.1789	0.1285	0.0534	0.0095	0.0006	0.0000
June 15, 2026	0.5884	0.4430	0.3368	0.2228	0.1699	0.1185	0.0451	0.0064	0.0001	0.0000
June 15, 2027	0.5884	0.4430	0.3220	0.2033	0.1499	0.0997	0.0327	0.0028	0.0000	0.0000
June 15, 2028	0.5884	0.4233	0.2913	0.1695	0.1177	0.0718	0.0179	0.0004	0.0000	0.0000
June 15, 2029	0.5884	0.3745	0.2302	0.1104	0.0665	0.0331	0.0041	0.0000	0.0000	0.0000
June 15, 2030	0.5884	0.2608	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;

=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

=	the number of Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date;

X =	the total number of Ordinary Shares issuable pursuant to such rights, options or warrants; and

Y =

the number of Ordinary Shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of Ordinary Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

=	the average of the Last Reported Sale Prices of Ordinary Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV =

the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each of outstanding Ordinary Shares on the Ex-Dividend Date for such distribution.

=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;

=	the Conversion Rate in effect immediately after the end of the Valuation Period;

=

the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Ordinary Shares applicable to one Ordinary Share (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Ordinary Shares were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

=	the average of the Last Reported Sale Prices of the Ordinary Shares over the Valuation Period.

=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;

=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

=	the Last Reported Sale Price of the Ordinary Shares on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

C =	the amount in cash per share the Company distributes to all or substantially all holders of the Ordinary Shares.

=	the Conversion Rate in effect immediately prior to the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;

=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

AC =	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for Ordinary Shares purchased in such tender or exchange offer;

=	the number of Ordinary Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all Ordinary Shares accepted for purchase or exchange in such tender or exchange offer);

=	the number of Ordinary Shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all Ordinary Shares accepted for purchase or exchange in such tender or exchange offer); and

=	the average of the Last Reported Sale Prices of the Ordinary Shares over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.

,

as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture.

By:________________________________________

Authorized Signatory

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇ Name:  ▇▇▇▇▇ ▇▇▇▇▇ Title:  Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President

No. [ ]	[Initially]1 $[            ]
CUSIP No. [__________]2

CYBERARK SOFTWARE LTD.

By:

__________________________________________________________________________ Name: Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Notes described in the within-named Indenture.

By:__________________________________________________________________

Authorized Signatory   Dated:

Date of exchange	Amount of decrease in principal amount of this Global Note	Amount of increase in principal amount of this Global Note	Principal amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Custodian

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Dated: _____________________________	_____________________________________   _____________________________________
	Signature(s)
[___________________________________ Signature Guarantee
Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to be issued, or Notes are to be delivered, other than to and in the name of the holder.]8
Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the holder:
(Name)
(Street Address)
(City, State and Zip Code)
Please print name and address
	Principal amount to be converted (if less than all): $ ,000
	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
	Social Security or Other Taxpayer
	Identification Number

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Dated:
	Signature(s)
	Social Security or Other Taxpayer
	Identification Number
	Principal amount to be converted (if less than all): $ ,000
	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

☐	To CyberArk Software Ltd. or a subsidiary thereof; or
☐	Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or
☐	Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or
☐	Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act of 1933, as amended.

Dated:
Signature(s)
Signature Guarantee
Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission
Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.

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