Proofpoint to Buy Varonis for $6.3 Billion to Build Data and AI Security Giant

Deal terms and timeline

Varonis (Nasdaq: VRNS) and Proofpoint announced a definitive agreement on October 15, 2026. Proofpoint is a portfolio company of Thoma Bravo. The $49.75 per share price represents a premium of 52% to Varonis' closing stock price of $32.71 on June 22, 2026, the last full trading day before initial rumors of a potential sale. It is also a premium of 17% over the $42.35 closing price on September 1, 2026, the last trading day before additional media reports speculated about a sale.

According to the companies, the transaction values Varonis at approximately 53x LTM Free Cash Flow and 8.4x LTM Revenue. These multiples are calculated as of June 30, 2026.

The Varonis Board of Directors has unanimously approved the deal. It is expected to close in the first half of 2027, subject to customary closing conditions, including approval by Varonis shareholders and receipt of regulatory approvals. Until then, the two companies will continue to operate as separate and independent companies. After completion, Varonis' common stock will stop trading on the Nasdaq and Varonis will become a private company.

Financing and advisors

Thoma Bravo is providing committed equity financing and has secured debt financing commitments to fund the purchase. Ontario Teachers' Pension Plan has also agreed to make an investment into Proofpoint in connection with the transaction.

Goldman Sachs & Co. LLC is the exclusive financial advisor to Varonis, with Paul Hastings LLP as legal counsel. Proofpoint is advised financially by BofA Securities, Morgan Stanley & Co., J.P. Morgan Securities, UBS Securities and Mizuho Securities USA, with Kirkland & Ellis LLP as legal counsel.

Varonis will report its third quarter 2026 results after the close of U.S. markets on November 3. Given the announced transaction, it will not hold an earnings conference call.

The strategy: securing data in the age of AI agents

The companies say the combined business will serve more than 16,000 enterprises and millions of organizations globally. They describe it as one of the world's leading pure-play cybersecurity companies. The stated plan is a unified platform that helps organizations adopt AI with confidence by finding and protecting sensitive data, controlling what people and AI can access, and stopping data loss.

Proofpoint describes itself as a global leader in human and agent cybersecurity, securing how people, data and AI agents connect across email, cloud and collaboration tools. Varonis says its platform gives organizations automated visibility and control over critical data and helps ensure safe and trustworthy AI from code to runtime.

Proofpoint CEO Sumit Dhawan framed the deal around the growing role of AI agents. "AI agents are increasingly accessing sensitive information and taking action across systems," he said, adding that it is critical for organizations to understand what data needs protecting, who can access it, and how it is actually being used. Dhawan said that by connecting communications, identities, permissions, data and AI, the company is creating "an intelligence advantage" for customers.

Varonis CEO, Co-Founder and Chairman Yaki Faitelson said the company's mission is to secure AI and the data that powers it, and that joining Proofpoint will let it achieve that "faster than ever." He also said the deal followed a comprehensive evaluation led by a committee of independent board members, including extensive outreach to a range of potential strategic and financial buyers.

What it means for customers

For customers, nothing changes immediately, since the companies remain independent until closing. After closing, Proofpoint says it intends to move quickly to integrate the companies' capabilities, align go-to-market efforts and accelerate delivery of the combined platform. The deal still depends on shareholder and regulatory approvals, and the companies note that it may not be completed in a timely manner or at all.