Proofpoint agrees to buy Varonis in $6.3 billion data security deal
Proofpoint agreed to buy Varonis Systems for $6.3B in cash, or $49.75 per share. The deal, expected to close in H1 2027, combines Proofpoint's communications security with Varonis's data tracking and access control. Both companies' boards approved the deal, which requires shareholder and regulatory approvals. Varonis shares will cease trading on Nasdaq if the deal closes.
How this was made

The 30-second read
Why it matters
The acquisition creates a combined data and AI security platform, potentially strengthening market position.
Market read
First‑report of a large‑scale M&A in the cybersecurity sector; likely moves Varonis stock and influences sector peers.
What to watch
Financing by Thoma Bravo and Ontario Teachers may affect deal timing and credit conditions.
Background
Proofpoint, a Thoma Bravo‑backed private company, is buying Varonis Systems in a cash transaction valued at $6.3 billion.
Ticker impact
Varonis shareholders will receive $49.75 per share in Proofpoint's $6.3 billion cash acquisition.
likely upward pressure as the market prices in the acquisition premium
Deal is newly disclosed, sizable cash offer, and shares will cease trading after closing.
Market effects
Data security and AI‑security market may see consolidation, boosting peers with similar offerings.
U.S. cybersecurity sector could see modest re‑rating.
Limited to cybersecurity niche; no broad market effect.
Counterpoint
Deal could face regulatory or integration risk, causing post‑close disappointment.
Key entities
- companyProofpoint
Private equity‑backed communications security firm.
- companyVaronis Systems
Public data security software provider (NASDAQ: VRNS).


