VARONIS SYSTEMS INC (VRNS) Form 8-K — Oct 15, 2026
$VRNSForm 8-KItems 1.01, 5.02, 7.01, 9.01Filed Oct 15, 2026, 5:20 PM ET0001213900-26-109901Original filing
Varonis Systems has entered into a definitive merger agreement with Proofpoint, Inc., an affiliate of Thoma Bravo funds, under which each VRNS share will be converted into $49.75 in cash. The board unanimously approved the deal and recommends stockholders vote in favor. The merger is expected to close in the first half of 2027, subject to majority stockholder approval, HSR and foreign regulatory clearances, and absence of a Material Adverse Effect. Upon closing, Varonis shares will be delisted from Nasdaq and deregistered.
Key figures
- Offering Price
- 49.75
- Expected close
- first half of 2027
- Termination date
- July 15, 2027
- Ceo support stake pct
- 0.67
- Psu shares outstanding
- 4063424
- Rsu shares outstanding
- 6694827
- Convertible notes maturity
- 2029
- Company termination fee usd
- 211700000
- Reverse termination fee usd
- 423300000
- Convertible notes coupon pct
- 1
- Conversion rate shares per 1000
- 14.7419
- Convertible notes principal usd
- 460000000
- Option weighted avg exercise price
- 17.05
- Shares outstanding capitalization date
- 115298568
AI analysis
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