The agreement follows reports from early September regarding advanced negotiations between Varonis and the Thoma Bravo-backed security provider. Investors had previously pushed the stock higher on those rumors, building on the company's steady performance during regular market sessions.

Financial disclosures released Thursday revealed the specific terms governing the exit of the deal. Varonis is obligated to pay a $211.7 million termination fee if the agreement is dissolved to pursue a superior proposal from another suitor. This provision underscores the high stakes of the acquisition as the firm transitions into the Proofpoint portfolio.