---
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"
generated_at: "2026-10-15T21:22:12.733521+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Varonis Systems to be acquired by Thoma Bravo-backed Proofpoint for $49.75 per share in cash

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-109901
- JSON: https://secwatch.observer/filing/0001213900-26-109901.json
- Plain text: https://secwatch.observer/filing/0001213900-26-109901.txt

## Key facts
- Executive change
  Yaki Faitelson changed role as non-executive officer at VARONIS SYSTEMS INC.
  - Action: will provide services as a non-executive officer
  - Role: non-executive officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1361113/000121390026109901/0001213900-26-109901-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.