Proofpoint to Take Varonis Private in a $6.3 Billion All-Cash Deal

Proofpoint to Take Varonis Private in a $6.3 Billion All-Cash Deal

Proofpoint pays $49.75 a share in cash

Proofpoint, the Thoma Bravo portfolio company, has signed a definitive agreement to acquire Varonis Systems (Nasdaq: VRNS) in an all-cash transaction valued at roughly $6.3 billion. Varonis shareholders will receive $49.75 per share in cash, the two companies said on Oct. 15.

A 52% premium measured from the June 22 close

The price is a 52% premium to Varonis' closing price of $32.71 on June 22, 2026 — the last full trading day before rumors of a possible sale first surfaced — and a 17% premium to its Sept. 1 close of $42.35. Israeli outlets reported the offer values Varonis' equity at about $5.71 billion. The stock rose about 2.7% in after-hours trading Thursday.

Board approval followed a search for buyers

Varonis' board approved the deal unanimously. CEO, co-founder and chairman Yaki Faitelson said the transaction followed "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." He called it a realization of "immediate, significant, and certain value well in excess of the risk-adjusted value of delivering against our standalone plan."

Varonis maps the data AI can actually reach

Founded in 2005 by Faitelson and Ohad Korkus, Varonis sells a data security platform that finds and classifies sensitive information across cloud, SaaS and on-premises systems, maps who can reach it and watches how it is used. Its Atlas product covers AI inventory, posture management, security testing, runtime guardrails and compliance reporting. The company is headquartered in Miami with a major R&D center in Herzliya, Israel, and roughly 2,800 employees worldwide, about 1,000 of them in Israel.

Proofpoint guards the people and the agents

Proofpoint describes itself as a leader in "human and agent cybersecurity," built around blocking phishing, fraud and other attacks that arrive through email and collaboration tools. It says it works with more than 80 of the Fortune 100 and over 14,000 large enterprises. Thoma Bravo took the company private in August 2021 for about $12.3 billion, or $176 per share.

The pitch: one platform for data and AI security

The companies said the combined business will serve more than 16,000 enterprises and millions of smaller organizations, framing it as one of the world's leading pure-play cybersecurity companies and the industry's largest data and AI security organization. The stated goal is a unified platform that helps customers adopt AI with confidence: finding and protecting sensitive data, controlling what people and AI agents may access, and stopping data loss. "As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk," Proofpoint CEO Sumit Dhawan said, adding that connecting communications, identities, permissions, data and AI creates "an intelligence advantage."

Why now: agents are reaching into corporate data

AI agents increasingly touch sensitive information and take action across systems, a shift that makes visibility and access control harder than defending people and machines alone. Both sides have been buying into that thesis: Proofpoint acquired AI security and governance company Acuvity in February, while Varonis announced the $150 million purchase of AI trust, risk and security management vendor AllTrue.ai around the same time.

Priced at about 53x free cash flow, 8.4x revenue

The announcement says the transaction values Varonis at roughly 53x its last-twelve-months free cash flow and 8.4x LTM revenue. Varonis reported second-quarter revenue of $180 million, up 18% year over year, with total SaaS annual recurring revenue of $726 million, up 52% (up 25% excluding conversions), and full-year 2026 revenue guidance of $735 million to $739 million. SecurityWeek described the deal as the largest cybersecurity acquisition announced so far in 2026.

Thoma Bravo and Ontario Teachers' fund the purchase

Thoma Bravo is providing committed equity financing and has secured debt financing commitments, and Ontario Teachers' Pension Plan has agreed to invest in Proofpoint in connection with the transaction. Once the deal closes, Varonis will become privately held and its shares will stop trading on Nasdaq.

Next: shareholder and regulatory approval, closing in H1 2027

The transaction still needs approval from Varonis shareholders and regulatory clearances, and is expected to close in the first half of 2027. Until then the two companies will keep operating as separate, independent businesses. Proofpoint said that after closing it plans to move quickly to integrate the two companies' capabilities, coordinate sales and accelerate delivery of the combined platform.