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.