Varonis Systems, Inc. filings document the regulatory record of a public cybersecurity software company focused on data and AI security. Recent Form 8-K reports furnish quarterly and annual operating results, including SaaS annual recurring revenue metrics, financial-condition disclosures, and related platform updates such as Atlas.
Proxy materials describe annual meeting matters, board elections, advisory executive-compensation votes, auditor ratification, and requests for additional shares under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan. Other current reports include Regulation FD disclosure of acquisition-related announcements and exhibits furnished with material events.
Varonis Systems, Inc. (VRNS) agreed to be acquired by Proofpoint in an all-cash transaction valued at approximately $6.3 billion. At the effective time, each share issued and outstanding immediately beforehand, other than dissenting, restricted, treasury-held and specified Parent-, Merger Sub- or subsidiary-owned shares, will convert into the right to receive $49.75 in cash, without interest. The price represents premiums of 52% to Varonis’ $32.71 closing price on June 22, 2026, and 17% to $42.35 on September 1, 2026, the last full trading days before initial rumors and additional media reports about a potential sale, respectively.
Varonis’ board unanimously approved the agreement and recommends that stockholders adopt it. Closing is expected in the first half of 2027, subject to stockholder approval, expiration or termination of the antitrust waiting period, specified foreign regulatory clearances and other conditions. Proofpoint’s and Merger Sub’s obligations are not subject to a financing condition. The companies will operate separately until closing; afterward, Varonis is to become Proofpoint’s wholly owned subsidiary and its stock will be delisted. CEO and President Yaki Faitelson agreed to vote all his shares for adoption under a support agreement.
Varonis Systems reported second quarter 2026 revenue of $180.0 million, up from $152.2 million a year earlier, driven by SaaS revenue of $171.7 million. SaaS ARR reached $726.0 million, up 52% year-over-year and 25% excluding conversions, as customers continued converting from term licenses and maintenance to the SaaS platform.
The company recorded a GAAP operating loss of $40.6 million and GAAP net loss of $46.8 million, but generated non-GAAP operating income of $3.7 million and non-GAAP net income of $5.3 million. Cash, cash equivalents, short-term deposits and marketable securities totaled $911.5 million as of June 30, 2026, with six-month free cash flow of $69.1 million.
Management cited strong new-logo demand for data and AI security and raised full-year 2026 guidance, targeting SaaS ARR of $819.0–$850.0 million, SaaS ARR growth of 20%–21% excluding conversions, revenue of $735.0–$739.0 million, free cash flow of $105.0–$110.0 million, and positive non-GAAP earnings per diluted share.
VARONIS SYSTEMS INC executive Dov Gottlieb reported a routine tax-withholding share disposition tied to equity compensation. On the vesting of restricted stock units, 9,264 shares of common stock were withheld by Varonis at $34.15 per share to cover tax obligations, and no shares were sold on the market. After this non-market transaction, Gottlieb directly holds 265,774 shares of Varonis common stock.
Varonis Systems, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 1, 2026. Stockholders approved an increase of 6,402,279 shares of common stock available for issuance under the Amended and Restated 2023 Omnibus Equity Incentive Plan.
All four director nominees were elected to serve until the 2029 Annual Meeting of Stockholders. Stockholders approved, on an advisory basis, the Company’s executive compensation and ratified the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Varonis Systems CFO and COO Guy Melamed reported a tax-related share disposition with no open-market sale. On May 22, 2026, 104,440 shares of common stock were withheld by Varonis at a price of $23.10 per share to cover tax withholding on the vesting of restricted stock units and performance vesting units. After this withholding, Melamed directly holds 504,662 shares of Varonis common stock. The filing reflects a routine tax-withholding event rather than a discretionary share sale.
Aued Carlos reported acquisition or exercise transactions in this Form 4 filing.
Varonis Systems director Carlos Aued received an equity award of restricted stock units. He was granted 7,224 restricted stock units of common stock at a price of $0.00 per share. After this grant, his direct holdings reported in the filing total 30,247 shares. These restricted stock units were granted on April 30, 2026 and will vest, with an equal number of common shares deliverable to him, on May 31, 2027.
VARONIS SYSTEMS INC director Kevin E. Comolli reported an equity award rather than a market trade. On April 30, 2026 he received 7,224 restricted stock units with a grant price of $0.00 per unit. According to a footnote, these units will vest and convert into an equal number of common shares on May 31, 2027.
After this award, Comolli directly holds 46,228 shares of common stock and indirectly holds 190,575 shares through living trusts. Restricted stock units are a form of stock-based compensation that deliver shares only after the vesting date is reached.
Varonis Systems director John J. Gavin Jr. received an equity grant in the form of 7,224 shares of common stock on April 30, 2026, recorded as a compensation-related award at no cash cost to him. The award represents restricted stock units that will vest, and convert into an equal number of common shares deliverable to him, on May 31, 2027. After this grant, he directly holds 280,890 shares of Varonis Systems common stock.
Iohan Gili reported acquisition or exercise transactions in this Form 4 filing.
Varonis Systems Inc. director Iohan Gili received a grant of restricted stock units. On April 30, 2026, he was awarded 7,224 shares of common stock in the form of restricted stock units at no cash cost. These units will vest, and an equal number of common shares will be delivered, on May 31, 2027. After this award, Gili directly holds 34,828 shares of Varonis common stock.