Check Point Software Technologies priced a $1.75 billion aggregate principal amount of 0.00% convertible senior notes due 2030 on December 4, 2025. The notes mature on December 15, 2030, carry no coupon, and are convertible at a rate of 4.1042 ordinary shares per $1,000 principal, which translates to a conversion price of $243.65 per share and a premium of 27.5% to the closing share price on December 3, 2025.
Net proceeds from the offering are expected to be $1.72 billion, rising to $1.97 billion if the optional $250 million tranche is exercised. Check Point plans to allocate $168 million to fund capped call transactions, $225 million to repurchase shares, and the remaining proceeds to general corporate purposes, including future acquisitions and product development. The 0.00% coupon reflects strong investor demand and positions the company to maintain a debt‑free balance sheet while funding growth.
The financing follows Q3 2025 results that showed revenue of $678 million, up 7% year‑over‑year, and a non‑GAAP EPS of $3.94, a 75% YoY increase. Security Subscriptions Revenues grew 10% YoY and Products & Licenses Revenues grew 14% YoY, underscoring robust demand for Check Point’s core security offerings.
CEO Nadav Zafrir said the quarter was driven by strong demand for the company’s portfolio, including Hybrid‑Mesh‑Network, Workspace, and External Risk Management, and that the AI‑First strategy was advanced through the acquisition of Lakera. The new capital will support the AI‑first security roadmap and hardware refresh cycles, allowing the company to accelerate product development without compromising its low‑cost capital structure.
The private placement to qualified institutional buyers and the upsizing from $1.5 billion to $1.75 billion signal confidence in Check Point’s growth trajectory. The low‑cost, long‑term financing provides flexibility for future acquisitions and continued investment in AI capabilities while preserving the company’s debt‑free status.
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