The merger of Proofpoint and Varonis in a $6.3 billion all-cash transaction creates a new global cybersecurity powerhouse to secure data and AI agents across more than 16,000 organizations.
Details of the cash acquisition and shareholder premium
Building a unified platform for data security and AI agents
Statements from executive leadership at Varonis and Proofpoint
Timeline for transaction completion, financing, and financial advisors
Frequently asked questions
Details of the cash acquisition and shareholder premium
Nasdaq-listed Varonis Systems, a leader in data security and artificial intelligence, alongside Proofpoint, a global leader in people-centric cybersecurity and AI agents, announced on October 20, 2026, from Dubai, United Arab Emirates, that they have entered into a definitive agreement under which Proofpoint—a portfolio company of Thoma Bravo—will acquire Varonis in an all-cash transaction valued at approximately $6.3 billion. This merger represents a major strategic step to create a new powerhouse in the cybersecurity sector capable of delivering an integrated security platform that protects organizations from threats and data risks accelerated by AI.
Under the financial terms set forth in the definitive agreement, Varonis shareholders will receive $49.75 in cash for each share they own. This price represents a compelling premium of 52% compared to the closing price of Varonis stock of $32.71 on June 22, 2026, which was the last full trading day before initial market rumors surfaced regarding a potential sale of the company. The offered price also represents a 17% premium over the share closing price of $42.35 on September 1, 2026, the final trading day before additional media reports speculated on the potential sale of Varonis.
From a valuation metrics perspective, the transaction values Varonis at approximately 53 times its free cash flow and about 8.4 times its trailing twelve-month revenue. The transaction multiples were calculated based on enterprise value relative to trailing twelve-month revenue, and equity value relative to trailing twelve-month free cash flow as of June 30, 2026, reflecting the high market and operational value of the company’s critical data protection solutions.
Building a unified platform for data security and AI agents
The combined company is slated to serve more than 16,000 enterprise organizations alongside millions of organizations and businesses worldwide, positioning it as one of the preeminent global companies specializing exclusively in cybersecurity, and the largest entity in the sector focused on data security and artificial intelligence. The combined company intends to deliver a unified, comprehensive platform that helps organizations adopt AI technologies with complete confidence by automatically discovering and protecting sensitive data, providing granular permission controls to govern what individuals and AI models can access, and halting data exfiltration across various digital channels.
Upon the official closing of the transaction, Proofpoint plans to move rapidly to integrate the technical capabilities of both companies, align their global go-to-market efforts, and accelerate the delivery of the joint platform to customers. Varonis features a platform that provides organizations with automated visibility and comprehensive control over critical data wherever it resides, helping ensure secure and trustworthy AI from code generation to production, backed by 24/7 managed detection and response services.
In contrast, Proofpoint is a global leader in people-centric cybersecurity and agentic AI, securing how people communicate, data flows, and AI agents operate across email, cloud, and digital collaboration tools. Proofpoint is trusted by more than 80 of the Fortune 100, over 14,000 major enterprises, and millions of small businesses in combating threats, preventing data loss, and enhancing resilience across human and intelligent workflows.
Statements from executive leadership at Varonis and Proofpoint
Commenting on the announcement, Yaki Faitelson, CEO, co-founder, and chairman of Varonis, stated: “Today marks a new and important chapter for Varonis and our customers, and is a testament to the exceptional work delivered by the Varonis team over two decades. Our mission is to secure artificial intelligence and the data that powers it, and by joining forces with Proofpoint, we will achieve this mission faster than ever before.”
Faitelson added, explaining the evaluation path preceding the decision: “This announcement follows a comprehensive evaluation led by a committee of independent directors on our board, which included extensive engagement with a range of potential strategic and financial buyers. This transaction represents an outstanding result for the company and our shareholders, delivering immediate, substantial, and certain value that far exceeds the risk-adjusted value of executing our standalone plan.”
For his part, Sumit Dhawan, CEO of Proofpoint, said: “As artificial intelligence becomes embedded across the enterprise, the data it can access defines both its value and its risk. AI agents increasingly access sensitive information and take actions across systems, making it essential for organizations to understand the data that needs protection, who can access it, and how it is actually used. By connecting communications, identities, permissions, data, and AI, we are building an analytical advantage that helps customers see risks more clearly, respond faster, and combat the next generation of AI risks. This step represents a milestone in Proofpoint’s evolution toward a cybersecurity platform designed for the AI future.”
Timeline for transaction completion, financing, and financial advisors
The transaction, which has been unanimously approved by the Varonis board of directors, is expected to close in the first half of 2027, subject to customary closing conditions, including receipt of Varonis shareholder approval and the completion of necessary regulatory approvals. Thoma Bravo is providing committed equity financing and has secured debt financing commitments to cover the full acquisition value, while the Ontario Teachers’ Pension Plan Board has also agreed to make an investment in Proofpoint as part of the transaction.
Pending the close of the transaction, Proofpoint and Varonis will continue to operate as separate, independent companies. Upon completion of the acquisition, Varonis common stock will cease to be traded on Nasdaq and the company will become private. Regarding quarterly financial performance, Varonis will announce its financial results for the third quarter of 2026 after U.S. financial markets close on November 3, with the press release available in the investor relations section of the company’s website. In light of the announced transaction, the company will not host an earnings conference call.
Regarding the advisory firms overseeing the process, Goldman Sachs is acting as exclusive financial adviser to Varonis, while Paul Hastings serves as its legal counsel. Conversely, Bank of America Securities, Morgan Stanley, J.P. Morgan Securities, UBS Securities, and Mizuho Securities are acting as financial advisers to Proofpoint, while Kirkland & Ellis serves as its legal counsel.
Frequently asked questions
Question: What is the total value of Proofpoint’s acquisition of Varonis?
Answer: The total transaction value is approximately $6.3 billion in an all-cash transaction, with Varonis shareholders receiving $49.75 in cash per share.
Question: When is the merger between Proofpoint and Varonis expected to close?
Answer: The transaction is expected to close in the first half of 2027 following receipt of Varonis shareholder approval and satisfaction of customary regulatory approvals.
Question: How many organizations will the newly combined company serve?
Answer: The combined company will serve more than 16,000 enterprise organizations and millions of organizations worldwide to provide a unified platform for data security and artificial intelligence.
Question: Who are the financing parties for Proofpoint’s acquisition of Varonis?
Answer: Thoma Bravo is providing committed equity and debt financing commitments, with the Ontario Teachers’ Pension Plan also participating by making an investment in Proofpoint as part of the deal.
