Proofpoint to buy Varonis for $6.3 billion in all-cash deal

Proofpoint, the US cybersecurity company owned by private equity firm Thoma Bravo, has agreed to buy Varonis Systems in an all-cash deal worth roughly $6.3 billion, Israel Defense reported on October 18, 2026.

Holders of Varonis stock are to be paid $49.75 for each share, a 52% premium to where the stock closed on June 22, 2026, before the first reports that a sale was being considered, and 17% above the September 1 close. The price works out to about 8.4 times Varonis revenue for the previous 12 months and 53 times its free cash flow, the companies said. Varonis directors backed the deal unanimously, and it is expected to be completed in the first half of 2027 once shareholders and regulators sign off.

Thoma Bravo is supplying equity for the purchase and has lined up debt commitments. Ontario Teachers' Pension Plan agreed to invest in Proofpoint alongside the transaction. Varonis will be taken private and delisted from Nasdaq at closing; until then the two firms will run separately.

Varonis, started in 2004, sells software that locates sensitive corporate data and tracks who is using it. It employs about 2,800 people, roughly 1,000 of them in Israel, according to Calcalist. The combined company is expected to count more than 16,000 enterprise customers.

This story was first reported by Israel Defense.