Proofpoint Plans $6.3 Billion Varonis Acquisition

Proofpoint and Varonis entered a definitive acquisition agreement announced Thursday, Oct. 15, 2026. Proofpoint will buy Varonis in an all-cash deal valued at about $6.3 billion, with shareholders receiving $49.75 a share. The Varonis board approved it unanimously. A $211.7 million termination fee applies under specified circumstances. Closing is expected in the first half of 2027, after which Varonis would leave Nasdaq. Thoma Bravo is providing equity and debt commitments; Ontario Teachers' Pension Plan is also investing. The combined company would serve more than 16,000 enterprises. The price is a 52% premium over the June 22 close of $32.71 and a 17% premium over the Sept. 1 close of $42.35, equaling 8.4 times trailing twelve-month revenue and 53 times free cash flow. CEOs Sumit Dhawan and Yaki Faitelson each published blog posts Thursday. Dhawan called the move "a defining step in Proofpoint’s evolution into a cybersecurity platform built for the future of AI." Faitelson said the combined company "will have the technology, resources, and scale to become the trust layer for the agentic workspace." After-hours trading lifted Varonis shares between 2.7% and 5.56% across market reports. No material disputes on core deal terms appear in the sourced record. Rated left coverage is absent and right coverage is a single headline on price, so cross-spectrum comparison could not be built. Closing remains subject to shareholder approval and regulatory clearances.