Proofpoint and Varonis announced a definitive agreement on October 15, 2026, under which Proofpoint will acquire Varonis in an all-cash transaction valued at approximately $6.3 billion. Varonis shareholders will receive $49.75 per share in cash.
The price represents a 52% premium to Varonis’ closing stock price of $32.71 on June 22, 2026, and a 17% premium to its $42.35 close on September 1, 2026. The transaction values Varonis at approximately 53x LTM Free Cash Flow and 8.4x LTM Revenue.
Yaki Faitelson on Varonis
Yaki Faitelson, Varonis’ CEO, Co-Founder and Chairman of the Board of Directors, said the deal gives the company a faster path to its mission of securing AI and the data that powers it. He said the announcement follows a comprehensive evaluation led by a committee of independent members of the Varonis Board of Directors and included extensive outreach to a range of potential strategic and financial buyers.
Faitelson also said the transaction represents “immediate, significant, and certain value” well in excess of the risk-adjusted value of delivering against Varonis’ standalone plan. The Varonis Board of Directors unanimously approved the transaction.
Proofpoint and Varonis
Sumit Dhawan said AI agents are increasingly accessing sensitive information and taking action across systems. He said the combined company intends to connect communications, identities, permissions, data, and AI to help customers see risk more clearly, respond faster, and defend against the next generation of AI risks.
The companies said the combined business will serve more than 16,000 enterprises and millions of organizations globally. They said the unified platform is intended to find and protect sensitive data, control what people and AI can access, and stop data loss.
For Varonis shareholders, the deal sets a cash exit price and ends the question of standalone execution versus a sale. The remaining issue is timing: the companies said the transaction is expected to close in the first period mentioned in the source, but gave no full schedule in the announcement.
