Proofpoint, the Thoma Bravo-backed cybersecurity company specialising in human and agent security, has agreed to acquire Nasdaq-listed data security provider Varonis Systems for approximately $6.3bn in an all-cash transaction.
The definitive agreement provides for Varonis shareholders to receive $49.75 per share in cash. That figure carries a 52% premium relative to the company’s $32.71 closing stock price on 22 June 2026, the last full trading day before initial rumours of a potential sale surfaced.
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It also represents a 17% premium over the $42.35 closing price recorded on 1 September 2026, the last session before additional media reports speculated about a deal. On a valuation basis, the purchase price equates to roughly 53 times Varonis’ last-twelve-month free cash flow and 8.4 times its last twelve months (LTM) revenue.
Varonis, which was founded two decades ago, operates a platform that provides automated visibility and control over sensitive data wherever it resides, underpinned by round-the-clock managed detection and response capabilities.
Proofpoint, meanwhile, protects how people, data and AI agents interact across email, cloud and collaboration environments. It counts more than 80 Fortune 100 companies, over 14,000 large enterprises and millions of smaller organisations among its customers.
Bringing the two businesses together would create a customer base exceeding 16,000 enterprises alongside millions of other organisations worldwide. The combination would form one of the world’s leading pure-play cybersecurity companies and the sector’s largest organisation focused on data and AI security.
Proofpoint plans to move quickly after closing to unify the two companies’ technology and coordinate commercial strategies. The combined entity intends to deliver a single platform designed to help enterprises identify and safeguard sensitive information, govern what both people and AI agents can access, and prevent data loss.
Varonis CEO, co-founder and chairman Yaki Faitelson said: “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.”
The deal followed a structured review conducted by an independent committee of the Varonis board, which evaluated offers from both strategic and financial parties.
Proofpoint CEO Sumit Dhawan said: “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 organisations 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.”
The Varonis board gave its unanimous approval to the transaction, which is expected to complete in the first half of 2027. Closing remains conditional on standard requirements including shareholder consent and regulatory clearances.
Thoma Bravo is providing committed equity financing and has arranged debt financing commitments to fund the deal. The Ontario Teachers’ Pension Plan has also agreed to make an investment in Proofpoint in connection with the acquisition.
Once the transaction is finalised, Varonis shares will be delisted from the Nasdaq and the business will operate as a private company.
Goldman Sachs is serving as exclusive financial adviser to Varonis, with Paul Hastings acting as legal counsel. BofA Securities, Morgan Stanley, J.P. Morgan Securities, UBS Securities and Mizuho Securities are advising Proofpoint on the financial side, while Kirkland & Ellis is providing legal counsel to the buyer.
The Varonis agreement marks Proofpoint’s second large-scale acquisition in the space of roughly a year. In December 2025, the company closed a $1.8bn deal for Hornetsecurity Group, a pan-European provider of AI-powered Microsoft 365 security, data protection, compliance and security awareness solutions serving managed service providers and small to midsize businesses.
