Proofpoint Inc. has agreed to acquire data security company Varonis Systems Inc. for roughly $6.3 billion in cash, ending months of speculation about the company's future. Thoma Bravo owns Proofpoint. The $49.75 per share price represents a 52% premium over Varonis' stock price before any reporting on a potential sale.
Bloomberg first reported in June that Varonis had drawn early interest from private equity firms including Blackstone Inc., Thoma Bravo and Vista Equity Partners. A second Bloomberg report in early September identified Proofpoint as the buyer in talks.
Varonis was founded in 2005 by Yaki Faitelson, who remains chief executive, and Ohad Korkus. Its early software tracked which users could access files on corporate file servers, and artificial intelligence security now anchors its pitch.
The deal ranks as the largest in a series of acquisitions Proofpoint has pursued since Thoma Bravo took it private in 2021 for $12.3 billion. Last year's purchases included German Microsoft 365 security provider Hornetsecurity GmbH. Email threat protection, the market where Proofpoint began, also became part of Varonis in September 2025, when Varonis agreed to buy phishing detection company SlashNext Inc.
Proofpoint plans to pair Varonis data mapping and access controls with its own email, collaboration and data loss prevention products as one platform. More than 80 of the Fortune 100 already use Proofpoint, according to the company.
Proofpoint Chief Executive Sumit Dhawan said that as AI spreads across the enterprise, the data it can reach shapes both its value and its risk, and that AI agents are now touching sensitive information and acting across systems. The combined company would serve more than 16,000 enterprises, and Proofpoint intends to move quickly after closing to integrate products and sales teams.
A committee of independent Varonis directors oversaw the sale process, and Faitelson said it approached a range of strategic and financial buyers. He described the deal as an excellent outcome for Varonis and its shareholders and said the price exceeds what the company could have delivered on its own once risk is considered. By the companies' own math, Proofpoint is paying about 8.4 times Varonis' trailing 12-month revenue and about 53 times free cash flow.
Varonis' board unanimously approved the agreement. The transaction still requires regulatory and shareholder approval, with the companies expecting to close in the first half of 2027, when Varonis shares come off the Nasdaq. Thoma Bravo is supplying the equity and has arranged debt financing, with Ontario Teachers' Pension Plan Board also investing in Proofpoint.
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