Proofpoint Inks $6.3 Billion All-Cash Deal to Acquire Varonis

Proofpoint has agreed to acquire data and AI security firm Varonis in an all-cash deal valued at roughly $6.3 billion, the two companies announced on Thursday.

The deal is the largest cybersecurity acquisition announced so far in 2026.

Varonis shareholders will get $49.75 per share, a 52% premium to the closing stock price of $32.71 on June 22, 2026, the last full trading day before rumors of a potential sale emerged.

The deal is expected to close in the first half of 2027. Thoma Bravo, which owns Proofpoint, is providing committed equity financing and has secured debt financing commitments to fund the acquisition. Ontario Teachers' Pension Plan is also investing in Proofpoint in connection with the deal.

Proofpoint and Varonis will operate as separate and independent companies until the deal closes. Varonis will then become a private company.

Varonis offers a SaaS data security platform that locates and classifies sensitive data across cloud, SaaS and on-premises systems, maps who has access to it, and watches how it's used. Its Atlas solution covers the AI systems an organization builds or uses, with AI inventory, posture management, security testing, runtime guardrails and compliance reporting.

The company also provides an email and browser security product, and a managed data detection and response service.

Proofpoint's email security products are designed to block phishing, BEC, ransomware and malware, and the company extends similar protection to messaging apps and cloud accounts. Its data security lineup covers data loss prevention, insider risk management, and data security posture management to discover and classify sensitive information.

This year it introduced AI Security, which controls how employees and AI agents use AI tools and flags agent actions that stray from the user's request or company policy.

After the deal closes, Proofpoint plans to integrate the two companies' capabilities into a unified data and AI security platform.

In February, Proofpoint acquired AI security and governance company Acuvity. Around the same time, Varonis announced the acquisition of AI trust, risk, and security management (TRiSM) solutions provider AllTrue.ai for $150 million.

SecurityWeek has tracked more than 300 cybersecurity M&A deals to date in 2026.

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