Proofpoint Agrees to Buy Varonis in a $6.3 Billion Cash Deal
Proofpoint agreed to buy Varonis in a cash transaction valued at about $6.3 billion, a deal that puts data and AI security under one owner. Closing is expected in the first half of 2027.
Proofpoint agreed on October 15, 2026 to acquire Varonis Systems in an all-cash deal valued at about $6.3 billion. Proofpoint is owned by the private equity firm Thoma Bravo. Varonis is a Nasdaq-listed data security company led by its CEO, co-founder and chairman, Yaki Faitelson.
If Varonis shareholders and regulators approve, the company will be taken private and its stock will be delisted from Nasdaq. The companies expect the transaction to close in the first half of 2027.
The Price: $49.75 a Share and a 52% Premium
Varonis shareholders will receive $49.75 per share in cash. The price is a 52% premium to the $32.71 close on June 22, 2026, the last full trading day before initial rumors about a potential sale. It is also a 17% premium to the $42.35 close on September 1, 2026, according to the companies' announcement. Varonis's board approved the deal unanimously, and a committee of independent directors ran the sale process.
The companies' filing puts the price at about 8.4 times trailing 12-month revenue on an enterprise value basis, and about 53 times trailing free cash flow on a market capitalization basis, both as of June 30, 2026. Reuters reports the equity value at $5.71 billion, below the $6.3 billion transaction value the companies cite.
Thoma Bravo is providing committed equity financing and has secured debt financing commitments for the purchase. Ontario Teachers' Pension Plan has agreed to invest in Proofpoint in connection with the deal. The amount has not been stated.
Why Data and AI Security Is the Stated Reason
CyberScoop describes Varonis as a company that maps where sensitive information sits, who can reach it and how it is used. CyberScoop says Proofpoint built its business around protecting people from phishing, fraud and other attacks that arrive primarily through email. The combination brings those two views together under one platform.
Sumit Dhawan, Proofpoint's chief executive, wrote in a blog post, as CyberScoop reports, that AI is changing the security equation on two fronts. Attackers use it to run faster campaigns against data and critical systems, while companies deploy AI agents with broad access to data, creating new categories of insider risk. According to CyberScoop's account of his blog post, the companies envision discovering and remediating risks at machine speed by pairing Proofpoint's threat intelligence with Varonis's visibility into sensitive data.
Faitelson said the company's mission is 'to secure AI and the data that powers it,' and that joining Proofpoint will advance that goal faster than Varonis could alone. The companies say the combined business will serve more than 16,000 enterprises.
What the Deal Means for Security Buyers, Founders and Exits
For buyers of security tooling, Proofpoint says the goal is to simplify security operations, enable vendor consolidation and free up resources for reinvestment, while keeping integrations open. Dhawan wrote that for CISOs and CIOs, the deal also means stronger protection with less complexity and lower costs.
For founders of security companies, the reported multiples give one public reference point for the sale of a listed data security firm. The buyer is a platform owned by a private equity firm, and the price was set at a premium to two dates before sale reports. Reuters notes that Thoma Bravo bought Proofpoint in 2021 in a take-private deal valuing it at about $12.3 billion.
Goldman Sachs advised Varonis. BofA Securities, Morgan Stanley, J.P. Morgan, UBS and Mizuho advised Proofpoint, according to Reuters.
“The deal is priced at a 52% premium to the close before initial rumors of a sale surfaced.”
What Happens Next and What Is Still Open
The transaction needs approval from Varonis shareholders and regulatory clearances. The companies expect it to close in the first half of 2027, at which point Varonis stock will be delisted from Nasdaq. As of October 17, 2026, the deal has not closed.
Varonis shares rose about 2.7% in extended trading after the announcement, Reuters reports. The company will report third-quarter results on November 3 but will not hold an earnings conference call.
