Every material Form 8-K VARONIS SYSTEMS INC has filed with the SEC since July 28, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Varonis reported third-quarter 2026 results with total revenues of $189.5 million, up from $161.6 million a year earlier, while its GAAP net loss widened to $41.6 million, or $0.36 per share, from $29.9 million, or $0.26 per share. Because of the pending acquisition by Proofpoint, a Thoma Bravo portfolio company, Varonis will not provide forward-looking guidance or hold an earnings call, which leaves shareholders without an updated outlook.
Total revenues were $189.5 million versus $161.6 million in Q3 2025; SaaS revenues were $185.1 million versus $125.8 million.
GAAP operating loss was $47.7 million versus $35.9 million a year earlier; non-GAAP operating income was $7.6 million versus $0.2 million.
Nine-month free cash flow was $94.8 million, down from $111.6 million; cash and investments totaled $937.8 million at September 30, 2026.
The merger agreement is dated October 15, 2026, and no forward-looking guidance will be provided.
Varonis Systems agreed to be acquired by Proofpoint, a Thoma Bravo portfolio company, in an all-cash transaction valued at about $6.3 billion. Varonis shareholders would receive $49.75 per share, a 52% premium to the June 22, 2026 closing price of $32.71, and the deal requires shareholder and regulatory approval, with closing expected in the first half of 2027. Varonis shares would stop trading on Nasdaq and the company would become private.
Merger consideration of $49.75 per share in cash, a 52% premium to the $32.71 close on June 22, 2026 and 17% above the $42.35 close on September 1, 2026
Transaction valued at about $6.3 billion, or about 53x LTM free cash flow and 8.4x LTM revenue
Varonis must pay Proofpoint a $211.7 million termination fee in specified circumstances; Proofpoint would pay a $423.3 million reverse termination fee in specified circumstances
Expected to close in the first half of 2027; either party may terminate if the merger is not completed by July 15, 2027, subject to a three-month regulatory extension
Varonis reported second quarter 2026 revenue of $180.0 million, up from $152.2 million a year earlier, and SaaS ARR of $726.0 million, up 52% year-over-year. The company raised its full-year SaaS ARR growth outlook (excluding conversions) to 21% at the midpoint, but GAAP net loss widened to $46.8 million from $35.8 million.
Q2 2026 total revenues were $180.0 million versus $152.2 million in Q2 2025.
Non-GAAP operating income was $3.7 million, compared with a non-GAAP operating loss of $1.9 million a year earlier.
GAAP net loss was $46.8 million, or $(0.41) per share, versus $35.8 million, or $(0.32) per share, in Q2 2025.
Full-year 2026 revenue outlook is $735.0 million to $739.0 million, with Q3 revenue expected at $185.0 million to $188.0 million.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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