Proofpoint to Buy Varonis in $6.3 Billion Cash Deal
The combined platform is meant to protect against AI-accelerated threats and data risks as Proofpoint, a Thoma Bravo portfolio company, takes the data-security firm private.
Proofpoint, Inc. (PFPT), a global leader in human and agent cybersecurity and a portfolio company of Thoma Bravo, agreed to acquire Varonis Systems, Inc. (VRNS), the data and AI security company, in an all-cash transaction valued at approximately $6.3 billion.
Varonis shareholders will receive $49.75 a share in cash. That price is a 52% premium to Varonis’ closing stock price of $32.71 on June 22, 2026, the last full trading day before initial sale rumors, and a 17% premium to the $42.35 close on September 1, 2026, the last full trading day before additional media reports of a potential sale.
The deal values Varonis at approximately 53 times last-twelve-months free cash flow and 8.4 times last-twelve-months revenue, using multiples calculated as of June 30, 2026.
The combination is intended to create what the companies called the industry’s largest data and AI cybersecurity organization. Together, the companies will serve more than 16,000 enterprises and millions of organizations globally and 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.
Sumit Dhawan, CEO of Proofpoint, said that as AI becomes embedded across the enterprise, the data it can access determines both its value and its risk, and that AI agents are increasingly accessing sensitive information and taking action across systems. “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.”
Varonis CEO Yaki Faitelson said the announcement follows a comprehensive evaluation led by a committee of independent board members that included extensive outreach to a range of potential strategic and financial buyers. He called the transaction “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.”
The Varonis board unanimously approved the deal. Closing is expected in the first half of 2027, subject to customary conditions including Varonis shareholder approval and regulatory clearances. Thoma Bravo is providing committed equity financing and has secured debt financing commitments; Ontario Teachers’ Pension Plan has agreed to invest in Proofpoint in connection with the transaction. Until closing, the companies will operate independently. Upon completion, Varonis’ common stock will cease trading on Nasdaq and the company will become private.
Following closing, Proofpoint intends to move quickly to integrate the companies’ capabilities, align go-to-market efforts, and accelerate delivery of the combined platform. Varonis will report third-quarter 2026 results after the close of U.S. markets on November 3 and will not hold an earnings call in light of the announced transaction.