Proofpoint to acquire Israeli-founded Varonis in $6.3 billion all-cash deal
The transaction will give Varonis shareholders $49.75 per share, a 52% premium to the stock's June closing price before initial sale rumors. The deal will take the Nasdaq-listed data security company private and expand Proofpoint's capabilities in protecting enterprise data and AI agents.
Israeli-founded data and AI security company Varonis is being acquired by U.S. cybersecurity firm Proofpoint in an all-cash transaction valued at approximately $6.3 billion. Proofpoint, which specializes in cybersecurity for people and AI agents, is a portfolio company of private equity firm Thoma Bravo.
Founded in 2004, Varonis has developed a cloud-based platform for enterprise data security. The platform identifies and classifies sensitive data, reduces exposure and detects threats through AI-driven automation. The company employs approximately 2,800 people worldwide, including about 1,000 in Israel, where it maintains a major development center.
Under the terms of the agreement, Varonis shareholders will receive $49.75 in cash for each share. The offer represents a 52% premium over the stock's closing price of $32.71 on June 22, 2026, the last full trading day before initial rumors of a potential sale emerged. It also represents a 17% premium over the September 1, 2026, closing price of $42.35, before additional media reports about a possible sale.
The transaction values Varonis at approximately 53 times its last 12 months of free cash flow and 8.4 times its last 12 months of revenue.
The combined company plans to serve more than 16,000 enterprises and millions of organizations worldwide. The companies said the deal would create one of the world's leading pure-play cybersecurity companies and establish what they describe as the industry's largest data and AI cybersecurity organization. Their goal is to offer a unified platform that helps organizations identify and protect sensitive data, control access by employees and AI systems, and prevent data loss.
Following the deal's completion, Proofpoint intends to integrate the companies' capabilities, align their sales and marketing efforts, and accelerate delivery of the combined platform to customers.
Yaki Faitelson, Varonis' co-founder, CEO and chairman, said the acquisition would accelerate the company's efforts to secure AI systems and the data that powers them.
“Today begins an exciting new chapter for Varonis and our customers. It's a testament to the incredible work of the Varonis team over two decades. Our mission is to secure AI and the data that powers it. By joining forces with Proofpoint, we can achieve this mission faster than ever,” Faitelson said.
He added that the announcement followed a comprehensive review led by a committee of independent members of Varonis' board, which included extensive outreach to potential strategic and financial buyers. Faitelson described the transaction as an excellent outcome for the company and its shareholders, saying it delivered immediate and certain value well above the risk-adjusted value of continuing to operate independently.
Sumit Dhawan, Proofpoint's CEO, said the acquisition would strengthen the company's ability to protect organizations as they expand their use of AI.
“As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk. AI agents are increasingly accessing sensitive information and taking action across systems, making it critical for organizations to understand not only what data needs protecting and who can access it, but how it is actually being used,” Dhawan said.
He added that connecting communications, identities, permissions, data and AI would give customers a clearer view of security risks and help them respond more quickly to emerging threats. Dhawan described the deal as a defining step in Proofpoint's evolution into a cybersecurity platform built for the future of AI.
The transaction has been unanimously approved by Varonis' board of directors and is expected to close in the first half of 2027, subject to shareholder approval, regulatory clearances and other customary closing conditions.
Thoma Bravo is providing committed equity financing and has secured debt financing commitments to fund the acquisition. Ontario Teachers' Pension Plan has also agreed to invest in Proofpoint in connection with the transaction.
Until the deal closes, Proofpoint and Varonis will continue to operate as separate, independent companies. Upon completion, Varonis' shares will cease trading on Nasdaq and the company will become privately held.
Varonis said it will report its third-quarter 2026 financial results after U.S. markets close on November 3. The company will not hold an earnings conference call in light of the announced acquisition.
