Proofpoint Agrees to Acquire Varonis for $6.3 Billion

Thoma Bravo’s Proofpoint agreed to buy Varonis for about $6.3 billion cash, with closing expected in the first half of 2027.

On October 15, 2026, Thoma Bravo’s Proofpoint agreed to acquire data-security company Varonis Systems for about $6.3 billion in cash, or $49.75 per share. Proofpoint said that is a 52% premium to Varonis’s June 22, 2026 close and about 8.4 times trailing revenue, while Cyber Security News also reported a 17% premium to the September 1 close. The companies say the combination would serve more than 16,000 enterprises by connecting Proofpoint’s email, collaboration, and identity defenses with Varonis’s data discovery, access mapping, and AI products, including AI Shield and Atlas; CEO Sumit Dhawan framed it as protecting data used by people and AI agents. Closing is expected in the first half of 2027, subject to shareholder and regulatory approvals. The firms plan to operate independently until then, after which Varonis would go private and delist from Nasdaq. Financing accounts differ: one notice said Thoma Bravo is financing the purchase, while SecurityWeek said Thoma Bravo and the Ontario Teachers’ Pension Plan are backing it and called the deal 2026’s largest announced cybersecurity acquisition. In a later interview, Dhawan said the combined business would have more than 8,000 employees and annual recurring revenue above $3 billion, that Proofpoint—taken private by Thoma Bravo in 2021—would assess an IPO after closing, and that branding remains open.

• On October 15, 2026, Thoma Bravo’s Proofpoint agreed to acquire Varonis Systems for about $6.3 billion in cash, or $49.75 per share.
• The price is a 52% premium to Varonis’s June 22, 2026 close and about 8.4 times trailing revenue; one report also cites a 17% premium to the September 1 close.
• The companies say the combination would serve more than 16,000 enterprises; CEO Sumit Dhawan later said it would have more than 8,000 employees and annual recurring revenue above $3 billion.
• Closing is expected in the first half of 2027, subject to shareholder and regulatory approvals; the companies will operate independently until then, after which Varonis would go private and delist from Nasdaq.
• Financing accounts differ: one notice says Thoma Bravo is financing the purchase, while SecurityWeek says Thoma Bravo and the Ontario Teachers’ Pension Plan are backing it.
• The stated product plan combines Proofpoint’s email, collaboration, and identity defenses with Varonis’s data discovery, access mapping, Atlas, and AI Shield for human and AI-agent access.
• Related deals cited include Proofpoint’s Acuvity and Hornetsecurity acquisitions and Varonis’s $150 million purchase of AllTrue.ai; Proofpoint was founded in 2002 and Miami-based Varonis in 2005.