Proofpoint to Acquire Data-Security Firm Varonis for $6.3 Billion

Proofpoint said on October 15, 2026, that it had signed a definitive agreement to acquire Varonis Systems, a Nasdaq-listed data-security company, in an all-cash deal valued at approximately $6.3 billion. Under the agreement, Varonis shareholders will receive $49.75 per share in cash, according to the companies' joint announcement and a filing Varonis made with the U.S. Securities and Exchange Commission.

The per-share price represents a 52% premium over Varonis' closing price of $32.71 on June 22, 2026 — the last trading day before reports of a possible sale first surfaced — and a 17% premium over the September 1, 2026 closing price of $42.35, the SEC filing states.

Who is involved

Proofpoint, based in Sunnyvale, California, is a cybersecurity company focused on protecting people and organizations from threats arriving through email, cloud services and collaboration platforms. It is a portfolio company of private-equity firm Thoma Bravo. Varonis, headquartered in New York, builds software that maps where an organization's sensitive data sits, who can access it and how it is used.

Varonis co-founder and chairman Yaki Faitelson serves as the company's chief executive. Proofpoint is led by chief executive Sumit Dhawan. The deal was unanimously approved by Varonis' board of directors, the companies said.

Why now: data and AI security

According to CyberScoop's reporting, Proofpoint CEO Sumit Dhawan said that keeping data safe from misuse — whether by employees or by AI agents acting inside a company's systems — has become organizations' top priority as they try to get the most out of artificial intelligence. Proofpoint's own press release frames the deal as combining its threat intelligence about people with Varonis' visibility into enterprise data to address risks created by AI systems operating inside corporate networks.

According to CyberScoop's reporting, Proofpoint says it has more than 3.4 million customers, scans roughly 2.37 trillion emails and ingests about 410 billion security events annually — figures it plans to combine with Varonis' data-mapping technology.

Deal structure and financing

Thoma Bravo is providing committed equity financing and has secured debt financing commitments to fund the acquisition, the companies said. Ontario Teachers' Pension Plan has separately agreed to make an additional investment in Proofpoint in connection with the transaction. Varonis will delist from Nasdaq and become a private company once the deal closes, according to the SEC filing.

The transaction is subject to approval by Varonis shareholders and to customary regulatory clearances. The companies expect the deal to close in the first half of 2027.

Industry context

Both companies had already been acquisitive before this deal. According to CyberScoop's reporting, Proofpoint acquired AI-security startup Acuvity in February 2026 and bought Microsoft 365 security specialist Hornetsecurity for more than $1 billion. Varonis had acquired AI-security firm AllTrue.ai for $150 million.

Advisers on the deal include Goldman Sachs and law firm Paul Hastings for Varonis, and BofA Securities, Morgan Stanley, JPMorgan and UBS and Mizuho alongside law firm Kirkland & Ellis for Proofpoint, according to the SEC filing.

What happens next

The deal still requires approval by Varonis shareholders and clearance from regulators before it can close, which the companies expect in the first half of 2027.