{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-109901","form_type":"8-K","ticker":"VRNS","cik":"0001361113","company_name":"VARONIS SYSTEMS INC","filed_at":"2026-10-15T21:20:40+00:00","discovered_at":"2026-10-15T21:22:00.276875+00:00","generated_at":"2026-10-15T21:22:12.733521+00:00","sec_items":["1.01","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Varonis Systems to be acquired by Thoma Bravo-backed Proofpoint for $49.75 per share in cash","bullets":["Varonis (VRNS) signed a Merger Agreement on Oct 15, 2026 with Proofpoint, Inc., a Thoma Bravo affiliate, and Vail Merger Sub, Inc.; each share converts to $49.75 cash.","The Merger is expected to close in the first half of 2027; VRNS shares will be delisted from Nasdaq and deregistered under the Exchange Act.","CEO Yaki Faitelson, who holds about 0.67% of shares, signed a Support Agreement to vote for the deal and will serve as a non-executive officer for 18 months after closing.","Varonis would owe Parent a $211,700,000 termination fee; Parent would owe a $423,300,000 reverse termination fee, with an outside date of July 15, 2027.","The Merger is a Make-Whole Fundamental Change under Varonis' 1.00% Convertible Senior Notes due 2029; Parent's obligations are not subject to a financing condition."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-109901","json":"https://secwatch.observer/filing/0001213900-26-109901.json","markdown":"https://secwatch.observer/filing/0001213900-26-109901.md","text":"https://secwatch.observer/filing/0001213900-26-109901.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1361113/000121390026109901/0001213900-26-109901-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1361113/000121390026109901/ea0308610-8k_varonis.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-15T21:22:12.733521+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"26a7de43b0","claim":"Yaki Faitelson changed role as non-executive officer at VARONIS SYSTEMS INC.","evidence_excerpt":"On October 15, 2026, Mr. Faitelson entered into a term sheet with Parent, pursuant to which Mr. Faitelson will provide services as a non-executive officer for an 18-month period following the Closing.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1361113/000121390026109901/0001213900-26-109901-index.htm","confidence":0.75,"family_label":"Executive change","details":[{"label":"Action","value":"will provide services as a non-executive officer"},{"label":"Role","value":"non-executive officer"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}