Proofpoint has agreed to buy Varonis in an all-cash deal worth roughly $6.3bn that will create the largest data and AI security organisation in the industry.
Varonis investors will be paid $49.75 in cash for each share they hold. That figure sits 52% above the $32.71 at which the stock closed on June 22, 2026, the final full day of trading before speculation first surfaced that the business could be sold.
It also represents a 17% uplift on the $42.35 closing price recorded on September 1, 2026, the last session before further press coverage fuelled talk of a sale. The price implies a valuation of around 53 times Varonis’ free cash flow and 8.4 times its revenue over the last twelve months.
Once combined, the two businesses will count more than 16,000 enterprises and millions of organisations around the world as customers, forming one of the biggest pure-play cybersecurity groups globally.
Their joint ambition is a single platform designed to let organisations roll out AI safely by locating and safeguarding sensitive information, governing what both employees and AI systems are permitted to reach, and preventing data from leaking.
Proofpoint plans to act swiftly after completion, merging the two firms’ technology, bringing their sales and marketing operations into line, and speeding up the rollout of the unified offering to customers.
Varonis has spent two decades building tools that secure data and, more recently, the AI systems that rely on it. Proofpoint operates as a portfolio company of private equity firm Thoma Bravo.
According to Varonis, the sale came after a thorough review overseen by a committee of independent directors, which involved approaching a wide pool of potential strategic and financial acquirers.
Varonis CEO, co-founder and chairman Yaki Faitelson said, “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.”
He added, “This announcement follows a comprehensive evaluation led by a committee of independent members of our Board of Directors, which included extensive outreach to a range of potential strategic and financial buyers. This transaction is an excellent outcome for the company and our shareholders, representing a realization of immediate, significant, and certain value well in excess of the risk-adjusted value of delivering against our standalone plan.”
Proofpoint CEO Sumit Dhawan said, “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.
“By connecting communications, identities, permissions, data, and AI, we are creating an intelligence advantage that helps customers see risk more clearly, respond faster, and defend against the next generation of AI risks. This is a defining step in Proofpoint’s evolution into a cybersecurity platform built for the future of AI.”
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