VARONIS SYSTEMS INC

false 0001361113 0001361113 2026-10-15 2026-10-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2026 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 801 Brickell Avenue Miami , Florida 33131 (Address of Principal Executive Offices) (Zip Code) ( 877 ) 292-8767 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share VRNS The NASDAQ Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. On October 15, 2026 (the “ Signing Date ”), Varonis Systems, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Proofpoint, Inc., a Delaware corporation (“ Parent ”), and Vail Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to and subject to the terms and conditions set forth in the Merger Agreement, at the Closing, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “ Merger ”). Parent and Merger Sub are affiliates of funds advised by Thoma Bravo, L.P. (“ Thoma Bravo ”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Merger Agreement. The Board of Directors of the Company (the “ Company Board ”) has unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) authorized and approved the execution and delivery of the Merger Agreement and performance by the Company of its covenants and obligations contained therein and the consummation by the Company of the transactions contemplated thereby, (iii) approved and declared advisable the Merger Agreement and the other transactions contemplated thereby, including the Merger, (iv) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the Company’s stockholders, and (v) resolved to recommend that the Company’s stockholders approve the adoption of the Merger Agreement, including the Merger, in each case, on the terms and subject to the conditions of the Merger Agreement and in accordance with the General Corporation Law of the State of Delaware. If the Merger is consummated, the shares of common stock of the Company, par value $0.001 per share (the “ Shares ”), will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Merger is expected to close in the first half of 2027. Effect on Capital Stock At the effective time of the Merger (the “ Effective Time ”), each Share issued and outstanding as of immediately prior to the Effective Time (other than any Dissenting Shares, Restricted Shares or Shares (i) held in the treasury of the Company, (ii) owned, directly or indirectly, by Parent or Merger Sub or (iii) owned, directly or indirectly, by any Subsidiary of the Company) will be converted automatically into the right to receive $49.75 in cash, without interest (the “ Merger Consideration ”). Treatment of Company Equity Awards · Each outstanding Company Option, whether vested or unvested, will be canceled in exchange for a cash payment equal to the product of (i) the excess, if any, of the Merger Consideration over the per-Share exercise price of such Company Option and (ii) the number of Shares underlying such Company Option. · Each Company RSU that vests at the Effective Time in accordance with the terms of the applicable award agreement (the “ Single-Trigger RSUs ”) (including Company RSUs held by non-employee directors of the Company) will vest in full and be canceled in exchange for a cash payment equal to the product of the Merger Consideration and the number of Shares subject to such Single-Trigger RSU. Each outstanding Company RSU that is not a Single-Trigger RSU will, at the Effective Time, be canceled and converted into the right to receive a cash amount equal to the product of the Merger Consideration and the number of Shares subject to such Company RSU (each, a “ Converted RSU ”), which will vest on the same vesting schedule that applied to the corresponding Company RSU and, upon vesting, will be paid in cash or in equity of the surviving corporation or its parent, and will otherwise be subject to the same terms and conditions that applied to the corresponding Company RSU. · Each Company PSU that vests at the Effective Time in accordance with the terms of the applicable award agreement (the “ Single-Trigger PSUs ”) will vest and be canceled in exchange for a cash payment equal to the product of the Merger Consideration and the number of Shares subject to such Single-Trigger PSU, determined based on the applicable level of performance. Each outstanding Company PSU will, at the Effective Time, be canceled and converted into the right to receive a cash payment equal to the product of the Merger Consideration and the number of Shares to which the holder of such Company PSU would be entitled upon settlement thereof, determined assuming (x) performance in respect of the 2024 and 2025 performance years is achieved based on actual performance, (y) performance in respect of the 2026 performance year is achieved at target or maximum performance, as applicable and (z) performance in respect of the 2027 and 2028 performance years is achieved based on actual performance (each, a “ Converted PSU ”), which will vest on the same time-based vesting schedule that applied to the corresponding Company PSU and, upon vesting, will be paid in cash or in equity of the surviving corporation or its parent, and will otherwise be subject to the same terms and conditions (other than terms related to performance) that applied to the corresponding Company PSU. 1 Conditions to the Merger Consummation of the Merger is subject to certain customary conditions set forth in the Merger Agreement, including, but not limited to (i) approval by the holders of at least a majority in voting power of the outstanding Shares entitled to vote thereon, (ii) the absence of any Governmental Entity issuing any order or other legal restraint that makes consummation of the Merger illegal or otherwise prohibited, (iii) (x) the exp