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AI brief of an SEC Form 8-K · VARONIS SYSTEMS INC (VRNS)

Varonis agrees to be acquired by Proofpoint for $49.75 per share in cash

Positive Impact 5 of 5 m&a Written later

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.

Key points

  • 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

The filing

CompanyVARONIS SYSTEMS INC (VRNS)
Form8-K, current report
Filed with the SECOct 15, 2026, 5:20 PM ET
Accession number0001213900-26-109901

Items reported: 1.01 Material Definitive Agreement5.02 Director / Officer Change7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 10:08 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 15, 2026.

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.