Proofpoint to Acquire Varonis Systems for $6.3 Billion

Varonis Systems, Inc. (VRNS) entered into a merger agreement on October 15, 2026, to be acquired by Proofpoint, Inc., a portfolio company of Thoma Bravo, for a closing value of $6.30 billion.

Deal Structure:

Varonis shareholders will receive $49.75 per share in cash, representing a 5.09% premium over the stock’s last close.

Company Profile:

Varonis Systems is a cybersecurity software company that develops solutions to monitor, analyze, classify, and protect sensitive data across on-premises and cloud environments. Its platform helps organizations manage data access, detect suspicious activity, reduce data exposure, and secure information against cyber threats.

Proofpoint is a cybersecurity company owned by Thoma Bravo that provides solutions to protect organizations against email-based threats, phishing, and cyberattacks, while preventing data loss across email, cloud, and collaboration platforms. Its solutions also help organizations manage insider threats, meet compliance requirements, and secure sensitive data.

Deal Details and Timeline:

In June, Bloomberg reported that Varonis was exploring options including a potential sale after receiving takeover interest. The stock was trading at $32.71 when Varonis started working with advisers as it fielded preliminary interest from private equity firms including Blackstone (BX), Thoma Bravo, and Vista Equity Partners.

The merger is expected to close in the first half of 2027.

Thoma Bravo is providing committed equity financing and has secured debt financing commitments to fund the acquisition. Ontario Teachers’ Pension Plan has also agreed to invest in Proofpoint as part of the transaction.

Goldman Sachs served as the financial advisor to Varonis, while Paul Hastings provided legal advice. For Proofpoint, BofA Securities, Morgan Stanley, J.P. Morgan Securities, UBS Securities, and Mizuho Securities USA acted as financial advisors, while Kirkland & Ellis served as its legal advisor.

Proofpoint is acquiring Varonis for 7.93 times its sales.

Deal Metrics:

For a deeper exploration of the merger and acquisition details, please visit our Deal Metrics page here:

Deal Metrics for the acquisition of Varonis Systems, Inc. (VRNS) by Proofpoint, Inc.

The Deal Metrics page for each merger or acquisition includes:

• A spread history chart of the merger from the announcement through to completion or failure.
• Key events as the merger progresses, including the expiration of the HSR period, regulatory approvals, shareholder votes, and more.
• News and SEC filings related to the merger.
• A history of deal updates.
• And much more.

Disclaimer: This article is for informational purposes only. Please conduct your own due diligence before buying or selling any securities mentioned in this article. The completeness or accuracy of the content or data provided in this article is not guaranteed.

Editor’s Note: Baranjot Kaur contributed to this article