Cybersecurity company Proofpoint has agreed to acquire Varonis Systems in an all-cash deal valued at about $6.3 billion. The companies announced the definitive agreement on October 15, 2026.
Proofpoint is a portfolio company of private equity firm Thoma Bravo. Varonis is listed on Nasdaq under the ticker VRNS.
The terms
- Price: $49.75 per Varonis share, in cash
- Premium: 52% over Varonis' $32.71 close on June 22, 2026, the last full trading day before initial rumors of a sale, and 17% over its $42.35 close on September 1, 2026, before further media reports
- Valuation: about 53x last-twelve-months free cash flow and 8.4x last-twelve-months revenue, according to the companies
Varonis' board approved the deal unanimously. Varonis CEO Yaki Faitelson said it followed an evaluation by a committee of independent directors that included outreach to a range of potential strategic and financial buyers.
Financing and timing
Thoma Bravo is providing committed equity financing and has secured debt financing commitments. Ontario Teachers' Pension Plan has also agreed to invest in Proofpoint in connection with the deal.
The transaction is expected to close in the first half of 2027, subject to approval by Varonis shareholders and regulators. After closing, Varonis stock will stop trading on Nasdaq and the company will become private. Until then, the two companies will continue to operate separately.
Why Proofpoint wants Varonis
Proofpoint focuses on what it calls human and agent cybersecurity across email, cloud and collaboration tools. Varonis sells software that gives organizations visibility and control over sensitive data. The companies say the combined business will serve more than 16,000 enterprises.
They plan a unified platform for finding and protecting sensitive data, controlling what people and AI can access, and stopping data loss.
"AI agents are increasingly accessing sensitive information and taking action across systems," said Proofpoint CEO Sumit Dhawan. Faitelson said that joining Proofpoint would help Varonis "secure AI and the data that powers it" faster.
Earnings without a call
Varonis will report third-quarter 2026 results after the U.S. market close on November 3. Because of the pending deal, it will not hold an earnings conference call.
Advisors
Goldman Sachs is Varonis' exclusive financial advisor, with Paul Hastings as legal counsel. BofA Securities, Morgan Stanley, J.P. Morgan, UBS and Mizuho are advising Proofpoint, with Kirkland & Ellis as legal counsel.
