Proofpoint to acquire Varonis in $6.3 billion all-cash deal
Cybersecurity company Proofpoint has agreed to acquire Varonis Systems in an all-cash transaction valued at approximately $6.3 billion, bringing together their capabilities in data security, artificial intelligence (AI) protection and cyber defence.
Under the definitive agreement, Varonis shareholders will receive $49.75 per share in cash. The offer represents a 52% premium over Varonis’ closing share price of $32.71 on June 22, 2026, the last full trading day before initial reports of a potential sale. It also represents a 17% premium over the closing price of $42.35 on September 1, 2026, the last trading day before further media reports about a possible transaction.
Proofpoint, which is backed by private equity firm Thoma Bravo, plans to combine the companies’ capabilities into a unified cybersecurity platform designed to address growing risks associated with enterprise AI adoption, sensitive data access and information loss.
The combined business is expected to serve more than 16,000 enterprises and millions of organisations worldwide.
Combined platform to focus on AI and data security
The companies said the acquisition would bring together Proofpoint’s expertise in human and AI agent cybersecurity with Varonis’ capabilities in data and AI security.
The proposed platform is intended to help organisations identify and protect sensitive information, manage access permissions for employees and AI agents, and prevent data loss.
As businesses increasingly deploy AI systems across their operations, the companies said organisations need greater visibility into the information these systems can access and how that information is used.
Following the completion of the transaction, Proofpoint intends to integrate the two companies’ technologies, align their go-to-market strategies and accelerate the delivery of the combined platform to customers.
Varonis says deal will accelerate AI security mission
Yaki Faitelson, CEO, co-founder and chairman of Varonis, said the acquisition would help the company advance its mission of securing AI systems and the data that powers them.
He described the agreement as a new chapter for Varonis and said combining its capabilities with Proofpoint would help accelerate the development of security solutions for organisations adopting AI.
Faitelson also said the transaction followed a comprehensive evaluation led by an independent committee of Varonis’ board of directors, which included outreach to potential strategic and financial buyers.
He said the agreement offered shareholders significant and certain value compared with the risk-adjusted value of the company continuing independently.
Proofpoint targets emerging AI-driven cyber risks
Sumit Dhawan, CEO of Proofpoint, said the growing use of AI across enterprises has increased the importance of understanding what information AI systems can access and how they use it.
He noted that AI agents are increasingly accessing sensitive information and taking actions across business systems, creating new security considerations for organisations.
Dhawan said the combination would connect communications, identities, permissions, data and AI security capabilities to help customers identify risks, respond more quickly and address emerging threats.
The acquisition represents a step in Proofpoint’s strategy to develop a cybersecurity platform designed for the changing needs of AI-enabled businesses.
Transaction details
The all-cash deal values Varonis at approximately 53 times its last-twelve-month free cash flow and 8.4 times its last-twelve-month revenue, according to the announcement.
The companies have not provided a closing date in the announcement. Further integration plans and the combined platform’s rollout are expected to follow the completion of the transaction.
