This is a routine indenture notice with no standalone trading signal. Monitor the special meeting proxy statement for stockholder vote timing and any regulatory approval updates that could affect merger close probability.
Price Chart
Executive Summary
Varonis Systems filed a DEFA14A to notify holders of its 1.00% convertible senior notes due 2029 that the pending merger with Proofpoint (at $49.75/share cash) will constitute a Fundamental Change, Make-Whole Fundamental Change, and Corporate Event under the indenture if consummated. This is a technical notice required by the indenture — it does not offer to purchase the notes or trigger conversion before the merger closes. The filing is a procedural step in the merger process, which was announced on October 15, 2026.
Key Facts
- Varonis entered into a merger agreement with Proofpoint on October 15, 2026, under which each share of Varonis common stock will be converted into $49.75 in cash.
- The DEFA14A provides notice to holders of the 1.00% convertible senior notes due 2029 that the merger, if consummated, will constitute a Fundamental Change, Make-Whole Fundamental Change, and Corporate Event under the indenture.
- The notice is a technical requirement under Section 14.01(b)(iii) of the indenture and does not constitute an offer to purchase the notes or permit conversion before the effective time.
- If the merger is not consummated, no Fundamental Change, Make-Whole Fundamental Change, or Corporate Event will have occurred as a result of entering the merger agreement.
- The shares will be delisted from Nasdaq and deregistered under the Exchange Act if the merger closes.
Financial Impact
Merger consideration of $49.75 per share in cash; no financial impact from this notice alone.
Risk Factors
- Merger may not be completed due to failure to obtain stockholder approval or regulatory clearances.
- If the merger terminates, Varonis may be required to pay a termination fee.
- The pendency of the merger could disrupt Varonis's business operations and employee retention.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001213900-26-111750 |
| Document: 0001213900-26-111750-index-headers.html | 0001213900-26-111750 |
| Document: 0001213900-26-111750-index.html | 0001213900-26-111750 |
| Document: 0001213900-26-111750.txt | 0001213900-26-111750 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | DEFA14A | $48.88 | awaiting T+5 | — | $49.15 (+0.55%) |
Oct 19, 2026 7d ago | DEFA14A | $48.68 | awaiting T+5 | — | $49.15 (+0.97%) |
Oct 16, 2026 10d ago | DEFA14A | $48.70 $49.14 | ▲ +0.89% | ▲ +1.04% | $49.15 (+0.92%) |
Oct 15, 2026 11d ago | DEFA14A | $48.72 $48.88 | ▲ +0.33% | ▲ +0.76% | $49.15 (+0.88%) |
Oct 15, 2026 11d ago | DEFA14A | $48.72 $48.89 | ▲ +0.35% | ▲ +0.26% | $49.15 (+0.88%) |
Oct 15, 2026 11d ago | 8-K | $48.72 $48.89 | ▲ +0.35% | ▲ +0.26% | $49.15 (+0.88%) |
Jul 28, 2026 12w ago | Press Release | $40.65 $43.40 | ▲ +6.77% | ▲ +1.24% | $49.15 (+20.91%) |
Jun 2, 2026 20w ago | 8-K | $33.51 $32.90 | ▼ −1.82% | ▲ +2.00% | $49.15 (+46.67%) |
Apr 28, 2026 25w ago | 8-K | $27.29 $27.41 | ▲ +0.44% | ▼ −2.67% | $49.15 (+80.10%) |
Apr 17, 2026 27w ago | DEFA14A | $24.22 $24.53 | ▲ +1.28% | ▲ +0.73% | $49.15 (+102.93%) |
US Market Status
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