Varonis Systems (VRNS) investor relations material

Executive summary

• Merger agreement signed October 15, 2026, with Proofpoint; if completed, Vail Merger Sub will merge into the issuer, which will survive as a wholly owned subsidiary of Proofpoint.

• At the effective time, eligible common shares will convert into $49.75 cash per share, without interest; shares will then be delisted from Nasdaq and deregistered under the Exchange Act.

• The October 22 notice to 1.00% convertible senior noteholders due 2029 satisfies an indenture requirement; it is not an offer to purchase notes, and the merger does not trigger conversion before the effective time.

Voting matters and shareholder proposals

• A special stockholder meeting is expected, and a proxy statement is intended to be filed to seek approval of the proposed transaction.

• Stockholder adoption of the merger agreement and required regulatory approvals are conditions to closing; the notice urges investors to review the definitive proxy statement when available.

Risk oversight and compliance

• Completion risks include unmet closing conditions, regulatory denial or restrictions, termination or termination fees, legal proceedings, financing availability, and uncertainty over timing.

• The notice cites potential disruption to business relationships, operations, employee retention and management focus, as well as unexpected transaction costs and adverse macroeconomic or labor-market conditions.