Varonis Systems (VRNS) investor relations material

Executive summary

• Merger agreement dated Oct. 15, 2026, with Proofpoint and Vail Merger Sub proposes a combination to create a data, AI and collaboration security platform.

• Closing is expected in H1 2027; until then, both businesses will operate independently, with partner teams, contracts, service levels, pricing and go-to-market programs unchanged.

• Integration planning is described as premature; partner updates will be communicated through the Partner Portal and email.

Voting matters and shareholder proposals

• A special stockholder meeting is expected to seek approval of the transaction; stockholder adoption of the merger agreement is a closing condition.

• A definitive proxy statement is expected to be filed and sent to stockholders; investors are urged to review it and related materials when available.

Risk oversight and compliance

• Closing risks include timing, stockholder and regulatory approvals, financing availability, and possible termination of the merger agreement, potentially with a termination fee.

• Other cited risks include litigation, transaction-related disruption and management distraction, employee retention challenges, unexpected costs, and effects on business relationships and operations.