Proofpoint agrees to buy Varonis for $6.3 billion to combine data and AI security

Proofpoint has signed an agreement to take Varonis private, putting a $6.3 billion price on a planned combination of data protection and AI security. Announced October 15, 2026, the all-cash deal would unite the companies around protecting sensitive information and controlling access by people and AI. It still needs shareholder and regulatory approvals.

Connecting access permissions with actual use

The companies describe complementary starting points. Varonis supplies automated visibility and control over critical data, backed by round-the-clock managed detection and response. Proofpoint focuses on securing connections among people, data and AI agents across email, cloud services and collaboration tools.

Their proposed unified platform has three stated jobs: find and protect sensitive information, control access by people and AI, and stop data loss. Proofpoint CEO Sumit Dhawan argues that access permissions alone are not enough. Organizations also need to understand how agents actually use information as they act across systems.

Proofpoint intends to connect communications, identities, permissions, data and AI to help customers identify risks and respond faster. Those are intended benefits of the combination, not measured results from an integrated product. The companies put their prospective combined reach at more than 16,000 enterprises and millions of organizations globally.

As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk.

Sumit Dhawan, CEO of Proofpoint

A cash offer after a sale review

Shareholders would receive $49.75 per share in cash. The companies calculate a 52% premium to Varonis’ June 22 closing price, before initial sale rumors, and 17% to its September 1 close, before further media speculation. Both comparisons use earlier sale-related reference points rather than the day before the agreement.

Varonis’ board unanimously approved the transaction. CEO and co-founder Yaki Faitelson said an independent board committee led a comprehensive review that included extensive outreach to potential corporate and financial buyers.

Proofpoint owner Thoma Bravo is providing committed equity financing and has secured debt financing commitments for the purchase. Ontario Teachers’ Pension Plan also agreed to invest in Proofpoint in connection with the acquisition.

Integration follows closing

Varonis’ October 15 SEC filing lists the merger agreement, a support agreement and the joint press release. The companies expect closing in the first half of 2027. Until then, they will remain separate, independent businesses.

After closing, Proofpoint intends to integrate capabilities and coordinate sales efforts quickly. Varonis shares would stop trading on Nasdaq. The announcement does not set a delivery date for the unified platform.