Proofpoint has agreed to acquire Varonis Systems in an all-cash transaction valued at approximately $6.3 billion. The deal will combine Proofpoint’s human and agent cybersecurity capabilities with Varonis’ data and AI security platform.
Proofpoint is a portfolio company of Thoma Bravo, while Varonis is publicly traded on the Nasdaq under the VRNS ticker. The companies expect the combination to create one of the world’s largest pure-play cybersecurity providers and the industry’s largest data and AI security organization.
Under the agreement, Varonis shareholders will receive $49.75 per share in cash. The purchase price represents a 52% premium to Varonis’ closing price of $32.71 on June 22, 2026, the last full trading day before initial reports about a potential sale.
The offer also represents a 17% premium to the company’s closing price of $42.35 on September 1, 2026, the last trading day before additional reports about a possible transaction. The deal values Varonis at approximately 53 times its trailing 12-month free cash flow and 8.4 times its trailing 12-month revenue.
The combined organization will serve more than 16,000 enterprises and millions of organizations worldwide. Its unified platform will be designed to help customers identify and protect sensitive information, control what employees and AI systems can access, and prevent data loss.
Proofpoint plans to integrate the companies’ technologies, align their go-to-market operations, and accelerate the delivery of a combined security platform. The acquisition comes as enterprises increasingly deploy AI agents that can access sensitive information and take actions across corporate systems.
The Varonis board unanimously approved the agreement following an evaluation conducted by a committee of independent directors. That process included outreach to multiple potential strategic and financial buyers.
The transaction is expected to close during the first half of 2027, subject to Varonis shareholder approval, regulatory clearances, and other customary closing conditions. Varonis will become privately held after the deal closes, and its shares will stop trading on the Nasdaq.
Thoma Bravo is providing committed equity financing and has secured debt commitments to fund the acquisition. Ontario Teachers’ Pension Plan will also invest in Proofpoint in connection with the transaction.
Goldman Sachs is serving as the exclusive financial advisor to Varonis, while Paul Hastings is its legal counsel. BofA Securities, Morgan Stanley, J.P. Morgan Securities, UBS Securities, and Mizuho Securities USA are advising Proofpoint. Kirkland & Ellis is serving as Proofpoint’s legal counsel.
KEY QUOTES:
“Today begins an exciting new chapter for Varonis and our customers. It’s a testament to the incredible work of the Varonis team over two decades. Our mission is to secure AI and the data that powers it. By joining forces with Proofpoint, we can achieve this mission faster than ever. This announcement follows a comprehensive evaluation led by a committee of independent members of our Board of Directors, which included extensive outreach to a range of potential strategic and financial buyers. This transaction is 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.”
Yaki Faitelson, CEO, Co-Founder And Chairman Of Varonis
“As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk. AI agents are increasingly accessing sensitive information and taking action across systems, making it critical for organizations to understand not only what data needs protecting and who can access it, but how it is actually being used. 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.”
Sumit Dhawan, CEO Of Proofpoint
