Varonis Tells Staff It Will Combine With Proofpoint, Ending Its Run As A Public Company
Varonis employee, customer and partner emails put the expected close of the Proofpoint deal in the first half of 2027.
Varonis Systems agreed on October 15 to combine with Proofpoint, and the deal is expected to close in the first half of 2027, pending approvals, according to emails the company filed with the SEC on Friday. After closing, Varonis will no longer be publicly traded.
What the filing says
The Schedule 14A filing, which collects communications sent to employees, customers and partners on October 15, describes a merger agreement dated that day among Varonis, Proofpoint and Vail Merger Sub, a wholly owned Proofpoint subsidiary.
CEO Yaki Faitelson told employees that "today is just the first step of the process." He said Proofpoint is backed by Thoma Bravo, "the world's largest software-focused investment firm," which he said will provide expertise and resources.
He described Proofpoint as serving over 80 members of the Fortune 100 and over 14,000 large enterprises. Staff were told to expect business as usual and to send media questions to Rob Sobers. An all-hands meeting was set for 9:00 AM ET the next day.
Varonis had a market cap of $5.4 billion as of the original Friday morning report.
What customers and partners were told
The customer email said nothing changes in service: the account team, account number and support channels stay the same, and existing contracts and solutions are unchanged. It also said consolidation means fewer vendors for security leaders.
The partner email said existing agreements and program terms remain in effect through close, with channel and referral structures unchanged and the same partner portal in use.
Both emails said Varonis and Proofpoint will operate as separate, independent companies until closing.
The conditions and what to watch
The filing's risk language lists several ways the deal could fail or slip: adoption of the merger agreement by Varonis stockholders, regulatory approvals, financing under commitment letters, and circumstances in which Varonis would owe a termination fee.
Varonis said it expects to file a proxy statement for a special stockholder meeting. That document should set out the deal terms and the board's reasoning.
The proxy statement is the next filing to read, since the emails give no price or terms.
Sources
- Varonis Systems — DEFA14A (2026-10-16) — SEC EDGAR
