Kahn Swick & Foti prověřuje, zda plánovaný prodej společnosti Varonis Systems společnosti Proofpoint za 49,75 USD za akcii dostatečně zohledňuje hodnotu pro akcionáře.
Former Attorney General of Louisiana Charles C. Foti, Jr., Esq. and the law firm of Kahn Swick & Foti, LLC (“KSF”) are investigating the proposed sale of Varonis Systems, Inc. (NasdaqGS: VRNS) to Proofpoint, Inc. Under the terms of the proposed transaction, shareholders of Varonis will receive $49.75 in cash for each share of Varonis that they own. KSF is seeking to determine whether this consideration and the process that led to it are adequate, or whether the consideration undervalues the Company.
If you believe that this transaction undervalues the Company and/or if you would like to discuss your legal rights regarding the proposed sale, you may, without obligation or cost to you, e-mail or call KSF Managing Partner Lewis S. Kahn ([email protected]) toll free at any time at (833) 538-3612, or visit https://www.ksfcounsel.com/cases/nasdaqgs-vrns/ to learn more.
To learn more about KSF, whose partners include the Former Louisiana Attorney General, visit www.ksfcounsel.com.
Proofpoint koupí Varonis za zhruba 6,3 miliardy USD v hotovosti; akcionáři společnosti Varonis obdrží 49,75 USD za akcii. Dokončení transakce se očekává v první polovině roku 2027.
Combination creates a new cybersecurity powerhouse to deliver a complete security platform that protects against AI-accelerated threats and data risks
| Source:
Proofpoint, Inc.
MIAMI and SUNNYVALE, Calif., Oct. 15, 2026 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS) (“Varonis”), the data and AI security leader, and Proofpoint, Inc. (“Proofpoint”), a global leader in human and agent cybersecurity, today announced entrance into a definitive agreement under which Varonis will be acquired by Proofpoint, a portfolio company of Thoma Bravo, in an all-cash transaction valued at approximately $6.3 billion.
Under the terms of the agreement, Varonis shareholders will receive $49.75 per share in cash. This purchase price represents a premium of 52% to Varonis’ closing stock price of $32.71 on June 22, 2026, the last full trading day prior to initial rumors about a potential sale of the Company, and a premium of 17% over Varonis’ closing stock price of $42.35 on September 1, 2026, the last full trading day prior to additional media reports speculating about a potential sale of Varonis. The transaction values Varonis at approximately 53x LTM Free Cash Flow and 8.4x LTM Revenue.1
The combined company will serve more than 16,000 enterprises and millions of organizations globally, creating one of the world’s leading pure-play cybersecurity companies and establishing the industry's largest data and AI cybersecurity organization. Together, the combined company intends to deliver a unified platform that helps organizations adopt AI with confidence: finding and protecting sensitive data, controlling what people and AI can access, and stopping data loss. Following closing, Proofpoint intends to move quickly to integrate the companies’ capabilities, align go-to-market efforts, and accelerate delivery of the combined platform to customers.
“Today begins an exciting new chapter for Varonis and our customers. It’s a testament to the incredible work of the Varonis team over two decades,” said Yaki Faitelson, Varonis CEO, Co-Founder and Chairman of the Board of Directors. “Our mission is to secure AI and the data that powers it. By joining forces with Proofpoint, we can achieve this mission faster than ever.”
Faitelson continued, “This announcement follows a comprehensive evaluation led by a committee of independent members of our Board of Directors, which included extensive outreach to a range of potential strategic and financial buyers. This transaction is an excellent outcome for the company and our shareholders, representing a realization of immediate, significant, and certain value well in excess of the risk-adjusted value of delivering against our standalone plan.”
“As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk. AI agents are increasingly accessing sensitive information and taking action across systems, making it critical for organizations to understand not only what data needs protecting and who can access it, but how it is actually being used,” said Sumit Dhawan, CEO of Proofpoint. “By connecting communications, identities, permissions, data, and AI, we are creating an intelligence advantage that helps customers see risk more clearly, respond faster, and defend against the next generation of AI risks. This is a defining step in Proofpoint’s evolution into a cybersecurity platform built for the future of AI.”
Transaction Details
The transaction, which has been unanimously approved by the Varonis Board of Directors, is expected to close in the first half of 2027, subject to customary closing conditions, including approval by Varonis shareholders and receipt of regulatory approvals. Thoma Bravo is providing committed equity financing, and has secured debt financing commitments, to fund the purchase. Ontario Teachers’ Pension Plan has also agreed to make an investment into Proofpoint in connection with the transaction. Until the transaction closes, Proofpoint and Varonis will continue to operate as separate and independent companies. Upon completion of the transaction, Varonis' common stock will cease trading on the Nasdaq, and Varonis will become a private company.
Third Quarter 2026 Financial Results
Varonis will announce its financial results for the third quarter 2026 following the close of the U.S. financial markets on November 3. The news release will be available on the Investor Relations section of the company’s website. In light of the announced transaction, Varonis will not conduct an earnings conference call.
Advisors
Goldman Sachs & Co. LLC is acting as exclusive financial advisor and Paul Hastings LLP is serving as legal counsel to Varonis.
BofA Securities, Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, UBS Securities LLC, and Mizuho Securities USA LLC are serving as financial advisors, and Kirkland & Ellis LLP is serving as legal counsel to Proofpoint.
About Varonis
Varonis (Nasdaq: VRNS) secures AI and the data that powers it. The Varonis platform gives organizations automated visibility and control over their critical data wherever it lives and helps ensure safe and trustworthy AI from code to runtime. Backed by 24x7x365 managed detection and response, Varonis gives thousands of organizations worldwide the confidence to adopt AI, reduce data exposure, and stop AI-powered threats.
About Proofpoint, Inc.
Proofpoint, Inc. is a global leader in human and agent cybersecurity, securing how people, data and AI agents connect across email, cloud and collaboration tools. Proofpoint is a trusted partner to over 80 of the Fortune 100, over 14,000 large enterprises, and millions of smaller organizations in stopping threats, preventing data loss, and building resilience across people and AI workflows. Proofpoint’s collaboration, data, and AI security platform helps organizations of all sizes protect their people, defend their data, and adopt AI securely and confidently. Learn more at www.proofpoint.com.
Connect with Proofpoint on LinkedIn
Proofpoint is a registered trademark or tradename of Proofpoint, Inc. in the U.S. and/or other countries. All other trademarks contained herein are the property of their respective owners.
Forward-Looking Statements
This communication contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Varonis Systems, Inc.’s (the “Company”) expectations or beliefs concerning future events, including the timing of the proposed transactions contemplated by the Agreement and Plan of Merger, dated October 15, 2026 (the “Merger Agreement”), by and among the Company, Proofpoint, Inc. (“Parent”) and Vail Merger Sub, Inc. (“Merger Sub”) and other information relating to the proposed transactions contemplated by the Merger Agreement (the “Transaction”). Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the proposed Transaction and other information relating to the proposed Transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond the Company’s control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in the forward-looking statements: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the common stock of the Company, (ii) the failure to satisfy the conditions to the consummation of the Transaction, including the adoption of the Merger Agreement by the stockholders of the Company and the receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the risk that the Merger Agreement may be terminated in circumstances that require the Company to pay a termination fee; (v) the effect of the announcement or pendency of the Transaction on the Company’s business relationships, operating results and business generally, including the Company’s ability to attract, integrate, develop, manage, retain and motivate qualified employees and senior leaders as a result of such effects, (vi) risks that the proposed Transaction disrupts current plans and operations, (vii) risks related to diverting management’s attention from the Company’s ongoing business operations, (viii) the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the Transaction, (ix) unexpected costs, charges or expenses resulting from the proposed Transaction, (x) the ability to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed Transaction; (xi) the impact of adverse macroeconomic or labor market conditions, including the impacts of inflation and effects of geopolitical instability, (xii) risks caused by delays in upturns or downturns being reflected in the Company’s financial position and results of operations, (xiii) uncertainty as to timing of completion of the proposed Transaction, and (xiv) other factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s subsequent Quarterly Reports on Form 10-Q, and in other reports and filings with the SEC. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. The Company cautions you that the important factors referenced above may not contain all of the factors that are important to you. In addition, the Company cannot assure you that the Company will realize the results or developments expected or anticipated or, even if substantially realized, that they will result in the consequences or affect the Company or the Company’s operations in the way the Company expects. The forward-looking statements included in this communication are made only as of the date hereof. Except as required by applicable law or regulation, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
This press release includes LTM Free Cash Flow, a non-GAAP measure, which is calculated as net cash provided by operating activities less purchases of property and equipment and capitalized internal-use software, and is presented for the 12 months ended June 30, 2026. Please refer to “Reconciliation of GAAP Measures to non-GAAP Measures” set forth in Varonis’ earnings releases furnished to the SEC on Form 8-K for reconciliations of free cash flow to net cash provided by operating activities for the 12 months ended December 31, 2025 and the six months ended June 30, 2026.
Additional Information About the Acquisition and Where to Find It
This communication is being made in respect of the proposed Transaction involving the Company, Parent, and Merger Sub. The Company expects to seek and intends to file with the SEC a proxy statement and other relevant documents in connection with a special meeting of the Company’s stockholders for purposes of obtaining stockholder approval of the proposed Transaction. The Company may also file other relevant documents with the SEC regarding the proposed Transaction. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC. The definitive proxy statement (when available) will be sent or given to the stockholders of the Company and will contain important information about the proposed Transaction and related matters. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BY THE COMPANY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors will be able to obtain a free copy of the proxy statement and other documents containing important information about the Company and the proposed Transaction, once such documents are filed by the Company with the SEC at the SEC’s website at www.sec.gov or from the Company at its website at https://ir.varonis.com.
Participants in the Solicitation
The Company, and certain of its directors and executive officers, may be deemed to be participants in the solicitation of proxies in connection with the proposed Transaction. Information about the Company’s directors and executive officers is set forth in (i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on February 4, 2026, (ii) the Company’s Definitive Proxy Statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 17, 2026, under the headings “Information Regarding the Board of Directors and Corporate Governance”, “Director Compensation”, “Executive Officers”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Security Ownership of Certain Beneficial Owners and Management”, and “Transactions with Related Persons”, (iii) in the supplemental information regarding the participants’ holdings of Company securities that can be found in SEC filings on Statements of Change in Ownership on Form 4 filed with the SEC on June 2, 2026 (available here) for Dov Gottlieb; on May 22, 2026 (available here) for Guy Melamed; on May 1, 2026 (available here) for Carlos Aued; on May 1, 2026 (available here) for Kevin Comolli; on May 1, 2026 (available here) for John J. Gavin, Jr.; on May 1, 2026 (available here) for Gili Iohan; on May 1, 2026 (available here) for Avrohom J. Kess; on May 1, 2026 (available here) for Ohad Korkus; on May 1, 2026 (available here) for Thomas Mendoza; on May 1, 2026 (available here) for Rachel Prishkolnik; on May 1, 2026 (available here) for Ofer Segev; and on May 1, 2026 (available here) for Fred van den Bosch, (iv) the Company’s Current Reports on Form 8-K, which were filed on April 28, 2026, June 2, 2026 and July 28, 2026, (v) the Company’s Quarterly Reports on Form 10-Q which were filed on April 29, 2026 and July 29, 2026, and (vi) in subsequently filed Statements of Change in Ownership on Form 4, Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the Company’s definitive proxy statement and other relevant materials to be filed with the SEC regarding the proposed Transaction when such materials become available. Investors should read the proxy statement carefully when it becomes available. Copies of the documents filed with the SEC by the Company will be available free of charge through the website maintained by the SEC at sec.gov and the Company’s website at https://ir.varonis.com.
No Offer
No person has commenced soliciting proxies in connection with the proposed Transaction referenced in this communication, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities.
Contacts
For Varonis
Media
FGS Global
[email protected]
Investors
Tim Perz
+1 646.640.2112
[email protected]
Proxy Solicitor
Okapi Partners
Bruce Goldfarb
+1 212.297.0722
[email protected]
For Proofpoint, Inc.
Media
[email protected]
1 Transaction multiples are calculated as Enterprise Value / LTM Revenue and Market Capitalization / LTM Free Cash Flow as of June 30, 2026.
Varonis spustil Data Lifecycle Management, který automaticky vyhledává a odstraňuje redundantní, zastaralá a triviální data napříč firemním prostředím. Firma říká, že až 30 % podnikových dat je ROT a zvyšuje náklady i riziko.
MIAMI, Sept. 15, 2026 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (NASDAQ: VRNS), the data and AI security leader, today launches Varonis Data Lifecycle Management (DLM), a new capability that automatically finds and removes redundant, obsolete, and trivial (ROT) data across a company's data estate.
Up to 30% of enterprise data is ROT, and it’s expensive in more ways than one. Unnecessary data leads to higher storage bills, noise in AI outputs, and a wider attack surface. When sensitive data is scattered across cloud platforms, warehouses, and forgotten corners of the environment, it can also lead to audit findings and fines under regulations like GDPR, CCPA, and HIPAA.
Managing storage is table stakes. The harder problem is knowing what’s safe to delete automatically, which requires accurate classification, access context, and activity monitoring. Varonis DLM is built on the Varonis Data Security Platform, so it understands what data is sensitive, who can access it, and how it’s being used — giving you the context to remove ROT data with confidence.
What Varonis Data Lifecycle Management does:
Shows all ROT data in one place. A single dashboard displays total ROT volume, duplicate clusters, stale files and folders, and data that's past its retention window, filterable by data source, sensitivity, topic, and owner.Gives every duplicate full context. Drill into any duplicate group to see the original, the most recent copy, where else it lives, and whether it's sensitive, overexposed, or expired.Catches what classification tools miss. Varonis DLM finds ROT data hiding beyond text-based documents, surfacing data in media files, installers, DLLs, and archives.Turns policy into action. Out-of-the-box, fully configurable policies map classification categories to legal retention windows, then automatically quarantine data that violates them.Never deletes without a safety net. Every action is reversible, and companies choose which copy to keep before anything moves.
"Every enterprise is sitting on data that's costing them money and adding risk, and AI will only multiply that risk and make it harder to manage at scale," said David Bass, Executive VP of Engineering and CTO at Varonis. "Varonis does that work automatically, behind the scenes. Customers get real storage savings, cleaner AI, and a smaller attack surface, without lifting a finger."
Varonis Data Lifecycle Management is available now. Companies can schedule a free Varonis Data Risk Assessment to see how much ROT data is hiding in their environment and how much they could potentially save.
Additional Resources
Read more on the Varonis blog.Learn more on the Varonis website.Schedule a personalized Varonis demo.Visit our blog, and join us on LinkedIn and YouTube. About Varonis
Varonis (Nasdaq: VRNS) secures AI and the data that powers it. The Varonis platform gives organizations automated visibility and control over their critical data wherever it lives and helps ensure safe and trustworthy AI from code to runtime. Backed by 24x7x365 managed detection and response, Varonis gives thousands of organizations worldwide the confidence to adopt AI, reduce data exposure, and stop AI-powered threats.
Investor Relations Contact:
Tim Perz
Varonis Systems, Inc.
646-640-2112 [email protected]
News Media Contact:
Rachel Hunt
Varonis Systems, Inc.
877-292-8767 (ext. 1598) [email protected]
Corient Private Wealth LP ve 2. čtvrtletí koupila nový podíl ve Varonis Systems: 17 226 akcií za zhruba 723 000 USD. Varonis zároveň za čtvrtletí vykázala EPS 0,04 USD a tržby 180,02 mil. USD, nad odhady.
Corient Private Wealth LP purchased a new stake in Varonis Systems, Inc. (NASDAQ:VRNS – Free Report) during the 2nd quarter, according to the company in its most recent Form 13F filing with the Securities and Exchange Commission. The fund purchased 17,226 shares of the technology company’s stock, valued at approximately $723,000.
A number of other hedge funds also recently made changes to their positions in VRNS. Empowered Funds LLC acquired a new stake in shares of Varonis Systems during the 4th quarter valued at about $37,000. Harvest Fund Management Co. Ltd bought a new stake in Varonis Systems in the third quarter valued at about $68,000. EverSource Wealth Advisors LLC raised its position in Varonis Systems by 344.3% in the second quarter. EverSource Wealth Advisors LLC now owns 1,213 shares of the technology company’s stock worth $62,000 after purchasing an additional 940 shares in the last quarter. Advisory Services Network LLC acquired a new position in Varonis Systems in the third quarter worth about $75,000. Finally, Mitsubishi UFJ Asset Management Co. Ltd. acquired a new position in Varonis Systems in the second quarter worth about $55,000. Institutional investors and hedge funds own 95.65% of the company’s stock.
Varonis Systems Price Performance NASDAQ:VRNS opened at $46.09 on Monday. The company has a quick ratio of 1.65, a current ratio of 1.65 and a debt-to-equity ratio of 1.02. The firm has a market cap of $5.29 billion, a PE ratio of -37.47 and a beta of 0.82. Varonis Systems, Inc. has a 12 month low of $19.70 and a 12 month high of $63.90. The company’s 50-day moving average price is $43.87 and its two-hundred day moving average price is $33.00.
Varonis Systems (NASDAQ:VRNS – Get Free Report) last posted its quarterly earnings data on Tuesday, July 28th. The technology company reported $0.04 earnings per share for the quarter, topping the consensus estimate of $0.01 by $0.03. Varonis Systems had a negative net margin of 20.55% and a negative return on equity of 19.18%. The company had revenue of $180.02 million during the quarter, compared to analyst estimates of $176.83 million. During the same quarter last year, the business posted $0.03 earnings per share. The company’s revenue was up 18.3% on a year-over-year basis. Varonis Systems has set its FY 2026 guidance at 0.140-0.150 EPS and its Q3 2026 guidance at 0.020-0.030 EPS. On average, equities analysts anticipate that Varonis Systems, Inc. will post -0.97 EPS for the current fiscal year. Analysts Set New Price Targets A number of equities research analysts have weighed in on the company. Wells Fargo & Company lifted their price objective on Varonis Systems from $35.00 to $50.00 and gave the company an “overweight” rating in a report on Monday, July 20th. UBS Group upped their price objective on Varonis Systems from $37.00 to $58.00 and gave the company a “buy” rating in a research note on Tuesday, July 21st. Barclays dropped their target price on Varonis Systems from $52.00 to $50.00 and set an “overweight” rating for the company in a report on Wednesday, July 29th. Susquehanna raised their target price on Varonis Systems from $36.00 to $55.00 and gave the stock a “positive” rating in a research report on Wednesday, July 29th. Finally, Citigroup boosted their price target on Varonis Systems from $30.00 to $45.00 and gave the company a “neutral” rating in a research note on Thursday, July 30th. Seventeen analysts have rated the stock with a Buy rating, six have issued a Hold rating and one has assigned a Sell rating to the company’s stock. Based on data from MarketBeat, the stock presently has an average rating of “Moderate Buy” and a consensus target price of $49.05.
Check Out Our Latest Report on Varonis Systems
Varonis Systems Profile (Free Report)
Varonis Systems is a cybersecurity firm specializing in the protection and management of unstructured data. The company’s flagship Data Security Platform provides advanced analytics for monitoring file systems, email servers, collaboration platforms and cloud storage. By continuously mapping and analyzing data permissions and user behavior, Varonis enables organizations to detect insider threats, verify compliance and remediate exposed data in real time.
Founded in 2005 and headquartered in New York City, Varonis serves a diverse global customer base across financial services, healthcare, media, manufacturing and government.
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Proofpoint, vlastněná společností Thoma Bravo, jedná o převzetí kyberbezpečnostní firmy Varonis. Akcie Varonis po zprávě uzavřely o více než 10 % výše.
Thoma Bravo-owned Proofpoint is in discussions to acquire cybersecurity firm Varonis Systems (VRNS.O), a source familiar with the matter told Reuters on Wednesday.
Shares of Varonis, which has a market value of about $5 billion, closed up over 10%.
Private equity firm Thoma Bravo declined a request for comment, while Proofpoint and Varonis did not immediately respond.
Miami-based Varonis offers cybersecurity services, including data classification on cloud storage systems and employee behavior tracking, employing over 2,400 people across 14 global offices.
Its shares jumped about 30% following media reports in June that the firm was weighing a sale after fielding takeover interest from private equity firms.
Thoma Bravo in 2021 agreed to acquire Proofpoint, which sells software that helps companies guard against cyberattacks, valuing the firm at about $12.3 billion in the take-private deal.
A takeover of Varonis would bring two complementary data security businesses together, allowing Proofpoint to strengthen its offerings around protecting sensitive corporate information and managing access to it.
Deals in the cybersecurity space have slowed of late, in parallel with other software firms, as the industry is among those perceived as vulnerable to a shakeout by rapid advances in AI technology.
Varonis zvýšil celoroční výhled po silném druhém čtvrtletí, kdy tržby dosáhly 180 milionů USD a non-GAAP zisk činil 4 centy na akcii. SaaS ARR vzrostl meziročně o 52 % na 726 milionů USD.
A month has gone by since the last earnings report for Varonis Systems (VRNS - Free Report) . Shares have added about 1.9% in that time frame, underperforming the S&P 500.
Will the recent positive trend continue leading up to its next earnings release, or is Varonis due for a pullback? Before we dive into how investors and analysts have reacted as of late, let's take a quick look at its latest earnings report in order to get a better handle on the important catalysts.
Varonis Q2 Earnings Surpass Expectations, Revenues Rise Y/YVaronis Systems reported second-quarter 2026 non-GAAP earnings of 4 cents per share, which beat the Zacks Consensus Estimate of 1 cent.
VRNS generated revenues of $180 million in the second quarter of 2026, surpassing the Zacks Consensus Estimate by 1.7%. Revenues increased from $152.2 million reported in the year-ago quarter.
Varonis beat the Zacks Consensus Estimates in three of the previous four quarters, while missing the same on one occasion, with an average surprise of 146.7%.
The quarter's performance was driven by continued SaaS momentum, robust demand for AI and data security offerings, healthy new customer additions and increasing adoption of newer products such as Atlas, Interceptor and Database Activity Monitoring.
VRNS SaaS Momentum ContinuesVaronis' SaaS transition remained the primary growth driver during the quarter. SaaS revenues increased to $171.7 million from $105.9 million in the year-ago quarter, reflecting strong cloud adoption.
Legacy revenue streams continued to decline as customers migrated to the SaaS platform. Term license subscription revenues decreased to $4.2 million from $32.4 million a year ago, while maintenance and services revenues fell to $4.1 million from $13.9 million, with the majority of the decline attributable to SaaS conversions.
VRNS Returns to Operating ProfitNon-GAAP gross profit was $139.9 million, representing a 77.7% gross margin, compared with 80.6% in the prior-year quarter, reflecting the ongoing revenue mix shift toward SaaS.
Non-GAAP operating expenses totaled $136.1 million. The company reported non-GAAP operating income of $3.7 million against a non-GAAP operating loss of $1.9 million in the year-ago quarter. Non-GAAP operating margin improved to 2.1% from negative 1.2% a year earlier.
Strong Balance Sheet Supports GrowthAs of June 30, 2026, Varonis held $911.5 million in cash, cash equivalents, short-term deposits and marketable securities.
For the first six months of 2026, the company generated $69.1 million in free cash flow compared with $82.7 million in the prior-year period. Adjusted for acquisition-related costs, adjusted free cash flow totaled $81.0 million.
AI Security Demand Drives GrowthTotal SaaS ARR reached $726 million, up 52% year over year, while SaaS ARR excluding conversions grew 25% year over year to $598.1 million.
Management highlighted strong momentum from AI-driven demand, with SaaS ARR from new customers growing more than 20%. The company also cited growing adoption of newer offerings, including Atlas, Interceptor and Database Activity Monitoring, as organizations increasingly prioritize AI governance, data security and automated risk reduction.
Management noted that several large deals slipped into July due to market-related news flow late in the quarter but have since closed, contributing to a strong start to the third quarter and supporting increased confidence in full-year guidance.
VRNS Raises Full-Year OutlookFor the third quarter of 2026, Varonis expects revenues between $185 million and $188 million, suggesting 14-16% year-over-year growth. Non-GAAP operating income is expected to be in the range of $2.5 million to $3.5 million. Non-GAAP earnings per share are projected between 2 cents and 3 cents. SaaS ARR growth, excluding conversions, is expected to be in the range of 22-23% year over year.
For full-year 2026, Varonis raised its outlook and now expects revenues between $735 million and $739 million, implying 18-19% year-over-year growth. Total SaaS ARR is projected to be in the range of $819-$850 million. SaaS ARR growth, excluding conversions, is projected to be between 20% and 21% year over year.
Free cash flow is expected to be in the band of $105-$110 million. Non-GAAP operating income is projected to be between $11 million and $13 million. Non-GAAP earnings per share are expected to be in the range of 14-15 cents.
How Have Estimates Been Moving Since Then?In the past month, investors have witnessed a upward trend in estimates revision.
The consensus estimate has shifted 7.24% due to these changes.
VGM ScoresAt this time, Varonis has a nice Growth Score of B, a score with the same score on the momentum front. However, the stock has a score of F on the value side, putting it in the bottom 20% quintile for value investors.
Overall, the stock has an aggregate VGM Score of C. If you aren't focused on one strategy, this score is the one you should be interested in.
OutlookEstimates have been broadly trending upward for the stock, and the magnitude of these revisions looks promising. Interestingly, Varonis has a Zacks Rank #3 (Hold). We expect an in-line return from the stock in the next few months.
Varonis představil Agent Intent-Based Access Control (IBAC) v Atlasu, který hlídá chování AI agentů a může blokovat akce mimo zadání. Funkce je dostupná zákazníkům Varonis Atlas.
MIAMI, Aug. 03, 2026 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS), the data and AI security leader, today announced Agent Intent-Based Access Control (IBAC), a new capability in Varonis Atlas that lets businesses connect AI agents to their enterprise data with safeguards that stop dangerous or out-of-policy behavior.
Agents are making headlines for going rogue, exposing sensitive company data and, in one case, deleting an entire production database.
Agents need broad access to data and tools to be useful, which is precisely what makes them risky, and role-based access control was never built to judge what a non-human identity does with the access it has.
"The question is no longer ‘Can a user access this data?’ but ‘In this context, should this agent be allowed to take action on this data?’" said Ron Bennatan, VP of AI and Data Security Strategy at Varonis. "We built Agent IBAC to give organizations assurance that their agents are acting as intended and not putting their business at risk."
How Agent IBAC Works
Agent IBAC checks whether an agent’s reasoning, tool use, and data access are consistent with its assigned instructions, and alerts on or blocks actions that do not align.
When an agent crosses the line, Atlas can quarantine the identity behind it and block everything that follows for a defined window.
Key Capabilities:
Intent drift detection: Compares the instruction an agent received to its reasoning, tool calls, and data access with lenient, balanced, and strict sensitivity settings.Full session evaluation: Reviews every prompt, response, and tool call in a session to catch risk that builds gradually, such as multi-turn jailbreak attempts. Customers can also define their own session policies in plain language.Quarantine: Blocks an identity or session after a violation for a window the customer sets, with admin controls to lift, extend, or make it permanent.Human in the loop: Routes a flagged action to a person for approval rather than blocking it outright.Complete audit trail: Records every prompt, response, and tool execution alongside the action Atlas took, for security, governance, and compliance teams. Agent IBAC works with the agents and AI tools organizations already run, including Claude Code, Cursor, GitHub Copilot, and Microsoft Copilot Studio. It is available today to Varonis Atlas customers and is part of the platform's broader approach to securing agents from code to runtime.
Additional Resources:
Learn more about Agent IBAC.Request your Varonis Atlas demo. Visit our blog, and join the conversation on LinkedIn and YouTube. About Varonis
Varonis (Nasdaq: VRNS) secures AI and the data that powers it. The Varonis platform gives organizations automated visibility and control over their critical data wherever it lives and helps ensure safe and trustworthy AI from code to runtime. Backed by 24x7x365 managed detection and response, Varonis gives thousands of organizations worldwide the confidence to adopt AI, reduce data exposure, and stop AI-powered threats.
Investor Relations Contact:
Tim Perz
Varonis Systems, Inc.
646-640-2112 [email protected]
News Media Contact:
Rachel Hunt
Varonis Systems, Inc.
877-292-8767 (ext. 1598) [email protected]
Varonis Systems ve 2. čtvrtletí překonal vlastní výhled a zvýšil celoroční odhad tržeb i volného cash flow. SaaS ARR bez konverzí vzrostl meziročně o 25 % na 598,1 milionu USD.
Cybersecurity Market Set to Double: This ETF Offers ExposureVaronis Systems NASDAQ: VRNS reported second-quarter 2026 results that exceeded the company’s guidance range, as management cited continued demand for data security and AI security capabilities, growth in new-customer activity, and rising adoption of newer products.
SaaS annual recurring revenue, excluding conversions from the company’s self-hosted platform, rose 25% year over year to $598.1 million. Total SaaS ARR, including conversions, was $726 million. Chief Executive Officer Yaki Faitelson said SaaS ARR from new logos grew more than 20% during the quarter.
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3 Mid-Cap Stocks Turning Heads in AI, Automation, & CybersecurityManagement said several large deals slipped late in the quarter amid media rumors regarding a potential transaction involving the company. Varonis declined to discuss the speculation further, but said it had closed some of the delayed transactions in July, including a seven-figure deal. Chief Financial Officer and Chief Operating Officer Guy Melamed said the third quarter had begun strongly and the company retained a healthy pipeline for the second half of the year.
Second-Quarter Financial Results Total revenue increased 18% year over year to $180 million in the second quarter. SaaS revenue was $171.7 million, while term license subscription revenue totaled $4.2 million and maintenance and services revenue was $4.1 million. The company’s SaaS renewal rate exceeded 90%.
2 stocks that under-promised and over-delivered on their earningsOn a non-GAAP basis, gross profit was $139.9 million, representing a 77.7% gross margin, compared with 80.6% in the prior-year quarter. Operating income was $3.7 million, or a 2.1% operating margin, compared with an operating loss of $1.9 million a year earlier.
Net income was $5.3 million, or $0.04 per diluted share, compared with $3.8 million, or $0.03 per diluted share, in the second quarter of 2025. Financial income was approximately $7 million, primarily driven by interest income on cash, deposits and marketable securities.
For the first six months of 2026, Varonis generated $69.1 million in free cash flow, compared with $82.7 million a year earlier. Melamed said the decline reflected the previously disclosed headwind associated with the end-of-life announcement for the company’s on-premise platform, as well as approximately $11.9 million in acquisition-related costs. Excluding those acquisition-related costs, year-to-date free cash flow would have been about $81 million, he said.
As of June 30, Varonis had $911.5 million in cash equivalents, short-term deposits and marketable securities.
AI Security Demand and Product Adoption Faitelson said the growing adoption of AI is increasing the value and risk associated with enterprise data. He argued that organizations need to understand where sensitive data resides, who or what can access it, and whether access is appropriate as AI models and agents are connected to data environments.
“AI security and data security cannot be treated as separate problems,” Faitelson said, describing automation as central to managing AI-driven risk. He said customers are seeking controls around AI models, agents and pipelines, including insight into the data they can access, the permissions they inherit and whether their activity is normal.
The company highlighted growing momentum for Atlas, Interceptor and Database Activity Monitoring, or DAM. Management said Atlas had been sold for roughly three and a half months and was appearing frequently in customer conversations. Melamed said the company was “pleasantly surprised” by Atlas’ contribution in the second quarter, though it expects a more meaningful contribution in the second half.
Varonis said customers are increasingly buying more of its platform upfront and connecting it to more AI systems. Management said the primary buyer remains the chief information security officer, though chief AI officers are increasingly involved in conversations.
A healthcare organization with more than 40,000 employees became a customer after seeking guardrails for more than 100 AI projects and automated remediation of overexposed HIPAA and personally identifiable information data. A financial services customer expanded its Varonis deployment following a vendor-consolidation review, adding Atlas Complete, Interceptor DAM, and coverage for infrastructure-as-a-service environments, Salesforce and Microsoft 365. Management said DAM is aimed at both new and existing customers, including opportunities to replace incumbent products from Imperva and IBM Guardium. Interceptor has primarily been sold into Varonis’ existing customer base alongside the company’s MDDR offering, according to Melamed.
Raised Full-Year Outlook For the third quarter, Varonis forecast SaaS ARR growth of 22% to 23%, excluding conversions; revenue of $185 million to $188 million; non-GAAP operating income of $2.5 million to $3.5 million; and non-GAAP earnings of $0.02 to $0.03 per diluted share.
For full-year 2026, the company raised its outlook for SaaS ARR excluding conversions to growth of 20% to 21%. It expects total SaaS ARR of $819 million to $850 million, representing growth of 28% to 33%, and said its implied SaaS ARR excluding conversions outlook is $769 million to $775 million, a $5 million increase from its prior forecast.
Varonis also lifted its full-year free-cash-flow forecast by $5 million to $105 million to $110 million. The company projected full-year revenue of $735 million to $739 million, up 18% to 19%; non-GAAP operating income of $11 million to $13 million; and non-GAAP earnings per diluted share of $0.14 to $0.15.
Melamed said the company expects sales productivity to continue improving as it moves upmarket and sells a broader platform. He also said Varonis did not assume a positive contribution from the federal vertical in its third-quarter outlook, describing that part of the business as de-risked in the guidance.
About Varonis Systems (NASDAQ:VRNS)Varonis Systems is a cybersecurity firm specializing in the protection and management of unstructured data. The company's flagship Data Security Platform provides advanced analytics for monitoring file systems, email servers, collaboration platforms and cloud storage. By continuously mapping and analyzing data permissions and user behavior, Varonis enables organizations to detect insider threats, verify compliance and remediate exposed data in real time.
Founded in 2005 and headquartered in New York City, Varonis serves a diverse global customer base across financial services, healthcare, media, manufacturing and government.
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Varonis Systems oznámila, že výsledky za 2. čtvrtletí 2026 zveřejní po uzavření amerických trhů 28. července 2026. Ve stejný den uspořádá konferenční hovor v 16:30 ET.
July 09, 2026 16:05 ET | Source: Varonis Systems, Inc.
MIAMI, July 09, 2026 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS), the data and AI security leader, announced that it will report its second quarter 2026 financial results following the close of the U.S. financial markets Tuesday, July 28, 2026.
In conjunction with this announcement, Varonis will host a conference call Tuesday, July 28, 2026, at 4:30 p.m. ET to discuss the company's financial results.
To access this call, dial 877-425-9470 (domestic) or 201-389-0878 (international). The conference ID number is 13761605. A replay of this conference call will be available through August 11, 2026, at 844-512-2921 (domestic) or 412-317-6671 (international). The replay passcode is 13761605.
A live webcast of this conference call will be available on the “Investor Relations” page of the company's website (https://ir.varonis.com), and the replay will be archived on the website for one year.
Additional Resources
For more information on Varonis’ solution portfolio, please visit www.varonis.com.Visit our blog, and join us on LinkedIn and YouTube. About Varonis
Varonis (Nasdaq: VRNS) secures AI and the data that powers it. The Varonis platform gives organizations automated visibility and control over their critical data wherever it lives and helps ensure safe and trustworthy AI from code to runtime. Backed by 24x7x365 managed detection and response, Varonis gives thousands of organizations worldwide the confidence to adopt AI, reduce data exposure, and stop AI-powered threats.
Investor Relations Contact:
Tim Perz
Varonis Systems, Inc.
646-640-2112 [email protected]
News Media Contact:
Rachel Hunt
Varonis Systems, Inc.
877-292-8767 (ext. 1598) [email protected]
Společnost Varonis oznámila podporu pro Cursor a rozšiřuje tak ochranu AI kódovacích nástrojů o runtime enforcement, detekci hrozeb a forenzní analýzu relací.
MIAMI, July 08, 2026 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (NASDAQ: VRNS), the data and AI security leader, today announced support for Cursor, the AI-native coding tool. Varonis Atlas provides runtime enforcement, threat detection, and full session forensics for Cursor, delivering visibility and control across the agentic development lifecycle.
Cursor's agents read, write, and execute inside your codebase — running terminal commands, installing dependencies, and calling MCP-connected tools. That gives Cursor access to crown-jewel data: source code, .env files, credentials, API keys, and customer data. Built-in safeguards are important, but stopping agents that go off-script and securing sensitive data requires runtime enforcement and threat detection.
"The agents may change, but the security requirements don't," said Ron Bennatan, VP of AI and Data Security Strategy at Varonis. "Developers move between integrated development environments (IDEs) and other tools as they work, and each one has its own guardrails. Atlas gives security teams one place to secure data access, monitor agent activity for risky actions, and enforce policy."
By extending support to Cursor, Varonis continues to deepen its coverage of agentic IDEs, like Claude Code, GitHub Copilot, and VS Code. With Varonis Atlas, organizations can more safely adopt and use AI agents, no matter which tools and vendors they work with.
Varonis Atlas supports the full coding agent lifecycle:
Runtime enforcement: Monitor, block, modify, or alert on agent activity directly inside supported coding agent workflows.Session forensics and threat detection: Reconstruct exactly what happened during a Cursor session, including prompts, tool usage, MCP server activity, command execution, and agent actions.Sensitive data and secrets protection: Detect and prevent exposure of source code, credentials, API keys, and regulated data across all agent activity.Shadow AI discovery: Identify unsanctioned coding agent usage and repository-level artifacts, including skills, rules, and MCP configurations. The integration builds on Varonis' growing support for agentic AI security. Recent releases include an integration with the Claude Compliance API, which enhances security for Claude Enterprise and Claude Platform and enables organizations to capture and review AI interactions for audit, compliance, and investigation.
Additional Resources
Read more on the Varonis blog.See Varonis in action: schedule a 30-minute demo.For more information on Varonis' solutions, visit https://www.varonis.com.Visit our blog and join the conversation on LinkedIn and YouTube. About Varonis
Varonis (Nasdaq: VRNS) secures AI and the data that powers it. The Varonis platform gives organizations automated visibility and control over their critical data wherever it lives and helps ensure safe and trustworthy AI from code to runtime. Backed by 24x7x365 managed detection and response, Varonis gives thousands of organizations worldwide the confidence to adopt AI, reduce data exposure, and stop AI-powered threats.
Investor Relations Contact:
Tim Perz
Varonis Systems, Inc.
646-640-2112 [email protected]
News Media Contact:
Rachel Hunt
Varonis Systems, Inc.
877-292-8767 (ext. 1598) [email protected]
Varonis získal autorizaci GovRAMP pro svou Data Security Platform. Potvrzuje to splnění přísných bezpečnostních požadavků pro státní a místní úřady i školství.
MIAMI, June 30, 2026 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS), the data and AI security leader, today announced its Data Security Platform attained GovRAMP Authorization. This latest third-party validation confirms that Varonis meets rigorous security requirements for serving state, local, tribal, and educational government agencies.
SLED organizations are responsible for securing sensitive data and critical infrastructure communities rely on every day — from student and taxpayer data to utilities and emergency response systems. As agencies accelerate cloud adoption and deploy AI, their security strategies must evolve just as fast to keep pace.
“Government organizations are under pressure to manage and safeguard vast amounts of regulated data across on-prem, cloud, and AI systems,” said Dror Shemesh, CISO at Varonis. “Varonis has long supported the SLED sector, and achieving GovRAMP validates our ability to meet stringent security and compliance requirements with solutions that continuously and automatically protect data at scale.”
Varonis maintains a broad portfolio of U.S. and international certifications — including FedRAMP, TXRAMP, ISO 27001, and SOC 2 — that demonstrate its ability to meet the highest security and compliance standards for both public- and private-sector organizations.
Additional Resources
Visit the Trust Center to see additional Varonis certifications.Learn how Varonis supports SLED customers.Visit our blog, and join the conversation on LinkedIn and YouTube.
About GovRAMP
GovRAMP is the leading authority on cloud security standards for state and local governments, providing a standardized approach to assessing and authorizing cloud services. GovRAMP empowers government agencies and their vendors to navigate the complexities of cloud security with confidence.
About Varonis
Varonis (Nasdaq: VRNS) secures AI and the data that powers it. The Varonis platform gives organizations automated visibility and control over their critical data wherever it lives and helps ensure safe and trustworthy AI from code to runtime. Backed by 24x7x365 managed detection and response, Varonis gives thousands of organizations worldwide the confidence to adopt AI, reduce data exposure, and stop AI-powered threats.
Investor Relations Contact:
Tim Perz
Varonis Systems, Inc.
646-640-2112 [email protected]
News Media Contact:
Rachel Hunt
Varonis Systems, Inc.
877-292-8767 (ext. 1598) [email protected]
Varonis Systems (NASDAQ:VNRS) is considering a sale of its business after fielding takeover interest from major private equity firms including Blackstone, Thoma Bravo, and Vista Equity Partners, Bloomberg reported, with Wedbush analysts saying a deal would make strategic sense given the cybersecurity company's discounted valuation.
Varonis is working with advisers as it evaluates interest from financial buyers, according to the Bloomberg report.
Wedbush analyst Dan Ives, who maintains an Outperform rating and $37 price target on the stock, has the company has been on his M&A watchlist and believes it is undervalued relative to its peers.
Varonis shares have been under pressure after falling roughly 30% earlier this year, hurt by competitive threats from AI labs Anthropic and OpenAI, which each launched vulnerability detection and patching tools that raised concerns about disruption to Varonis' software-as-a-service model. The company also faces competition from cybersecurity platform providers Palo Alto Networks and CrowdStrike.
Despite the selloff, Wedbush noted the stock still trades at a significant discount to its peer group, with Varonis fetching approximately 3.9 times 2027 enterprise value-to-revenue versus the roughly 7.3 times multiple commanded by comparable cybersecurity names, a gap the analyst said makes the company a prime acquisition candidate.
Wedbush said each of the private equity suitors named by Bloomberg has extensive software and cybersecurity portfolios and would be positioned to bundle Varonis' capabilities into existing product suites for additional upsell and cross-sell opportunities.
Ives noted that while Varonis has made progress with its SaaS-first model and pipeline development, the company has faced challenges converting deals as competition in the managed detection, data, and response market intensifies. Varonis has increasingly leaned on AI and machine learning to power user behavior analysis and threat modelling, capabilities Wedbush said should improve the value of its portfolio and expand its addressable market ahead of any potential transaction.
"We believe that we are still in the early stages of consolidation within the space," Wedbush said, adding that more customers are seeking all-in-one platform approaches rather than purchasing multiple products across vendors.
Shares of Varonis were on track to finish nearly 8% higher on Tuesday.
