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Business Combinations
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations BUSINESS COMBINATIONS
2026 Business Combinations

AllTrue.ai, Inc. ("AllTrue.ai")

On February 6, 2026, the Company completed the acquisition of the share capital of AllTrue.ai, a provider of AI system security software that delivers real-time visibility and control over AI agents, models, and the data they access across the enterprise. Since the acquisition, the Company has launched Varonis Atlas, which is powered by AllTrue.ai, and is continuing to further integrate the technology into its platform. The acquisition was accounted for as a business combination in accordance with ASC No. 805, "Business Combinations." The transaction price was for $180,276 in cash and comprised of the fair value of total consideration transferred of $114,505 and aggregate conditional consideration consisting of an amount up to $40,000 that is conditional on the satisfaction of certain performance targets and employee service periods and an additional $25,771 that is primarily conditional on employee service. The conditional consideration is recorded as research and development compensation expense within the condensed consolidated statements of operations.    

The total purchase price was preliminarily allocated using information currently available to the Company and may be subject to change as additional information is received during the respective measurement period, up to one year from the acquisition date. The following table summarizes the preliminary allocation of the purchase price to the fair value of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date (in thousands, except useful life):

 Purchase Price AllocationEstimated Weighted Average Useful Life
(unaudited)(in years)
Net tangible assets acquired$346 
Deferred tax liability(9,134)
Developed technology intangible asset41,021 5
Customer relationship intangible asset700 2
Goodwill81,572 
Total purchase price$114,505 
The fair values of the developed technology and customer relationship intangible assets were estimated using the multi-period excess earnings method, which utilizes various assumptions including projected future revenue, projected profit margin, discount rate and useful life. The excess of the purchase price and liabilities assumed over the fair value of tangible and identifiable intangible assets acquired was recorded as goodwill. The Company believes the goodwill represents the synergies expected from expanded market opportunities when integrating the business with the Company's offerings. The goodwill is not expected to be deductible for income tax purposes. During the three months ended March 31, 2026, acquisition-related costs of $1,076 are included in general and administrative expenses in the condensed consolidated statements of operations.

On the acquisition date, the Company considered the deferred tax impact of the excess fair value of the assets and liabilities accounted for in the business combination over their historical cost basis. The Company recognized $9,134 of a deferred tax liability which relates to the fair value of intangibles, other than goodwill and the fair value adjustments for the tangible assets acquired over their historical cost basis. The Company will file a consolidated tax return in the U.S. to utilize the benefit of the Company’s loss carryforwards against future taxable profit and consequently decreased its valuation allowance in an amount equal to the deferred tax liability recognized in the business combination.

The unaudited pro forma results of operations related to this acquisition have not been disclosed, as they are immaterial to the Company's condensed consolidated financial statements.

2025 Business Combinations

Cyral, Inc. ("Cyral")

On March 17, 2025, the Company completed the acquisition of the share capital of Cyral, a provider of DAM software that uses agentless and stateless interception technology, which has been combined with the Company's database security capabilities. The acquisition was accounted for as a business combination in accordance with ASC No. 805, "Business Combinations." The transaction price was for $25,486 in cash and comprised of the fair value of total consideration transferred of $23,051 and an aggregate conditional consideration of $2,435, conditional on employee retention and potential indemnification claims. From the purchase price, $3,502 was held back for potential indemnification claims. The conditional consideration is recorded as research and development compensation expense in the condensed consolidated statements of operations.

The following table summarizes the allocation of the purchase price to the fair value of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date (in thousands, except useful life):

 Purchase Price AllocationEstimated Weighted Average Useful Life
(in years)
Net tangible assets acquired$396 
Developed technology intangible asset5,900 9
Non-compete intangible asset40 3
Goodwill16,715 
Total purchase price$23,051 

The fair value of the developed technology intangible asset was estimated using the multi-period excess earnings method, which utilizes various assumptions including projected future revenue generated from the acquired developed technology, projected profit margin, discount rate, and the technology obsolescence curve. The excess of the purchase price and liabilities assumed over the fair value of tangible and identifiable intangible assets acquired was recorded as goodwill. The Company believes the goodwill represents the synergies expected from expanded market opportunities when integrating the business with the Company's offerings. The goodwill is deductible for income tax purposes. During the three months ended March 31, 2026, there were no acquisition-related costs recorded. During the three months ended March 31, 2025, there was $603 of acquisition-related costs included in general and administrative expenses within the condensed consolidated statements of operations.

SlashNext, Inc. ("SlashNext")

On August 28, 2025, the Company completed the acquisition of the share capital of SlashNext, an AI-native email security provider that detects advanced phishing and social engineering attacks, which, together with MDDR, has been integrated with the Company's technology platform. The acquisition was accounted for as a business combination in accordance with ASC No. 805, "Business Combinations." The transaction price was for $105,953 in cash and comprised of an initial fair value of total
consideration transferred of $105,447 and an aggregate conditional consideration of $4,662, conditional on employee retention, along with the settlement of a $4,156 pre-existing relationship. The conditional consideration is recorded as research and development compensation expense in the condensed consolidated statements of operations. During the three months ended March 31, 2026, which is within the acquisition measurement period, a working capital adjustment was recorded that reduced the amount of consideration transferred by $348 and adjusted the amount of net tangible assets (liabilities) and goodwill acquired to reflect facts and circumstances that existed as of the acquisition date.

The allocation of the purchase price for the acquisition is not finalized as of March 31, 2026, and is subject to adjustment as the Company completes the valuation analysis of the acquisition. The following table summarizes the preliminary allocation of the purchase price to the fair value of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date (in thousands, except useful life):

 Purchase Price AllocationEstimated Weighted Average Useful Life
(unaudited)(in years)
Net tangible assets (liabilities) acquired$(2,081)
Developed technology intangible asset8,400 7
Customer relationship intangible asset3,400 10
Goodwill95,380 
Total purchase price$105,099 
The fair values of the developed technology and customer relationship intangible assets were estimated using the following methods, respectively (including various valuation assumptions): relief from royalty (projected future revenue generated from the acquired developed technology, royalty and discount rates and the technology obsolescence curve) and the multi-period excess earnings method (projected future revenue generated from the acquired customers, projected profit margin, discount rate and the customer survival curve). The excess of the purchase price and liabilities assumed over the fair value of tangible and identifiable intangible assets acquired was recorded as goodwill. The Company believes the goodwill represents the synergies expected from expanded market opportunities when integrating the business with the Company's offerings. The goodwill is not deductible for income tax purposes. During the three months ended March 31, 2026 and 2025, there were no acquisition-related costs recorded.