Proofpoint to Acquire Varonis in a $6.3 Billion Transaction

Varonis Systems, Inc., a data and AI security provider, and Proofpoint, Inc., a player in human and agent cybersecurity, announced entrance into a definitive agreement under which Varonis will be acquired by Proofpoint, a portfolio company of Thoma Bravo, in an all-cash transaction valued at approximately $6.3 billion.Under the terms of the agreement, Varonis shareholders will receive $49.75 per share in cash. This purchase price represents a premium of 52% to Varonis’ closing stock price of $32.71 on June 22, 2026, the last full trading day prior to initial rumors about a potential sale of the Company, and a premium of 17% over Varonis’ closing stock price of $42.35 on September 1, 2026, the last trading day prior to additional media reports speculating about a potential sale of Varonis. The transaction values Varonis at approximately 53x L Free Cash Flow and 8.4x L Revenue.

The combined company will serve more than 16,000 enterprises and millions of organizations globally, creating one of the world\’s leading pure-play cybersecurity companies and establishing the industry’s largest data and AI cybersecurity organization. Together, the combined company intends to deliver a unified platform that helps organizations adopt AI with confidence: finding and protecting sensitive data, controlling what people and AI can access, and stopping data loss. Following closing, Proofpoint intends to move quickly to integrate the companies\’ capabilities, align go-to-market efforts, and accelerate delivery of the combined platform to customers.

“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,” said Yaki Faitelson, CEO, cofounder and chariman, Varonis. “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. 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 vs. our standalone plan.”

“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,” said Sumit Dhawan, CEO, Proofpoint. “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 vs. the next gen of AI risks. This is a defining step in Proofpoint’s evolution into a cybersecurity platform built for the future of AI.”

Transaction Details
The transaction, which has been unanimously approved by the Varonis Board of Directors, is expected to close in the first half of 2027, subject to customary closing conditions, including approval by Varonis shareholders and receipt of regulatory approvals. Thoma Bravo is providing committed equity financing, and has secured debt financing commitments, to fund the purchase. Ontario Teachers’ Pension Plan has also agreed to make an investment into Proofpoint in connection with the transaction. Until the transaction closes, Proofpoint and Varonis will continue to operate as separate and independent companies. Upon completion of the transaction, Varonis’ common stock will cease trading on the Nasdaq, and Varonis will become a private company.

Advisors

• Goldman Sachs & Co. LLC is acting as exclusive financial advisor and Paul Hastings LLP is serving as legal counsel to Varonis
• BofA Securities, Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, UBS Securities LLC, and Mizuho Securities USA LLC are serving as financial advisors, and Kirkland & Ellis LLP is serving as legal counsel to Proofpoint