Varonis agrees to $6.3 billion all-cash sale to Thoma Bravo-backed Proofpoint at $49.75 a share

Varonis Systems is selling itself to Proofpoint. The data-security company agreed to be acquired by the Thoma Bravo-owned cybersecurity firm for $49.75 per share in cash, in a deal valued at about $6.3 billion, the companies said Thursday.

The price is a 52% premium to Varonis' $32.71 closing price on June 22, 2026, which the companies described as the last full trading day before initial rumors of a possible sale. It is 17% above the $42.35 close on Sept. 1, the last full trading day before further media reports about a potential deal, according to the joint press release filed with an 8-K.

The companies said the price values Varonis at about 53 times trailing free cash flow and 8.4 times trailing revenue.

Varonis' board approved the deal unanimously. Co-founder and CEO Yaki Faitelson said in the release that a committee of independent directors ran "a comprehensive evaluation" that included "extensive outreach" to strategic and financial buyers.

Thoma Bravo is providing committed equity financing and has lined up debt financing commitments, and Ontario Teachers' Pension Plan has agreed to invest in Proofpoint in connection with the deal. Proofpoint's obligation to close is not subject to a financing condition, according to the 8-K.

The merger agreement sets a $211.7 million termination fee that Varonis would owe in certain cases, including if it walks away for a superior proposal. Proofpoint would owe a $423.3 million reverse termination fee in specified circumstances, such as failing to close once conditions are met.

Faitelson signed a term sheet with Proofpoint to serve as a non-executive officer for 18 months after closing, the filing said.

The deal is expected to close in the first half of 2027, pending Varonis shareholder approval and regulatory clearances. Varonis will then be delisted from Nasdaq and become a private company. It still plans to report third-quarter results after the market closes Nov. 3 but will not hold an earnings call.

By the numbers

• Price: $49.75 per share in cash
• Deal value: about $6.3 billion
• Premium: 52% to the June 22 close; 17% to the Sept. 1 close
• Termination fee: $211.7 million; reverse fee: $423.3 million
• Expected close: first half of 2027

Sources

1. Varonis Systems, Inc., Form 8-K (Items 1.01, 5.02, 7.01, 9.01), filed Oct. 15, 2026, accession 0001213900-26-109901
2. Varonis Systems, Inc. and Proofpoint, Inc., joint press release (Exhibit 99.1), Oct. 15, 2026

This article is for informational and educational purposes only and is not investment advice. It is not a recommendation to buy or sell any security.

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