Key Highlights

  • SaaS annual Recurring Revenue reached USD 774.6 million at September 30, 2026, up 42% year over year and up 24% excluding conversions, Varonis Systems (NASDAQ:VRNS) reported on November 3, 2026.
  • Total revenue was USD 189.5 million against USD 161.6 million, with SaaS revenue of USD 185.1 million compared with USD 125.8 million in the third quarter of 2025.
  • The GAAP operating loss widened to USD 47.7 million from USD 35.9 million, while non-GAAP Operating Income rose to USD 7.6 million from USD 0.2 million.
  • The company will give no guidance and hold no Earnings Call because of the pending Proofpoint Acquisition under a Merger agreement dated October 15, 2026.

Results Arrive Without a Call or Outlook

Varonis Systems (NASDAQ:VRNS), a data and AI security software company, reported third quarter 2026 results on November 3, 2026. Total revenue was USD 189.5 million, about 17.3% above the prior-year quarter by simple arithmetic on the two reported figures. The company said that, in light of its pending acquisition by Proofpoint, a portfolio company of Thoma Bravo, it will not provide forward-looking guidance, update earlier guidance or host an earnings call or webcast. The merger agreement among Varonis, Proofpoint and a merger Subsidiary is dated October 15, 2026. The release extract does not state the price or expected closing date, so those details are not covered here.

SaaS Conversion Reshapes the Revenue Mix

SaaS revenue was USD 185.1 million, roughly 47% higher by our arithmetic, while term license subscription revenue fell to USD 1.2 million from USD 24.8 million and maintenance and services fell to USD 3.1 million from USD 10.9 million. The company said the vast majority of those declines came from customers converting to its SaaS platform, which is why it also reports SaaS ARR excluding conversions, up 24%. GAAP results remain loss-making: net loss was USD 41.6 million, or USD 0.36 per share, against USD 29.9 million, or USD 0.26. Research and Development rose to USD 78.7 million from USD 62.7 million. Non-GAAP operating income excludes stock-based compensation, related Payroll Tax and acquisition amortization, which explains most of the gap to the GAAP loss.

Cash Generation, Deal Conditions and Risks

Cash, deposits and marketable securities totaled USD 937.8 million. For the nine months, Operating Cash Flow was USD 108.3 million against USD 122.7 million, and free cash flow was USD 94.8 million against USD 111.6 million, so cash generation slipped even as revenue rose. The release lists risks that the transaction may not close on time or at all, that stockholder adoption and regulatory approvals may not be obtained, that the agreement could be terminated with a termination fee payable, and that the pending deal could disrupt employee retention and customer relationships. Convertible senior notes issued in 2020 and 2024 mature in 2029. The next disclosures to watch are the merger approval steps.

Where Things Stand

Varonis Systems (NASDAQ:VRNS) is reporting without a call or guidance because it has agreed to be acquired by Proofpoint, so management is not offering the usual forward commentary. The numbers themselves show fast recurring growth, with SaaS ARR up 42%, or 24% excluding conversions, and non-GAAP operating income of USD 7.6 million, alongside a larger GAAP loss and slower cash generation. With the outcome tied to stockholder and regulatory approvals, the deal timeline matters more than the quarterly trend, and the published figures give no deal price or closing date.