Proofpoint has agreed to buy Varonis in an all-cash deal worth roughly $6.3bn that will create the largest data and AI security organisation in the industry.

Varonis investors will be paid $49.75 in cash for each share they hold. That figure sits 52% above the $32.71 at which the stock closed on June 22, 2026, the final full day of trading before speculation first surfaced that the business could be sold.

It also represents a 17% uplift on the $42.35 closing price recorded on September 1, 2026, the last session before further press coverage fuelled talk of a sale. The price implies a valuation of around 53 times Varonis’ free cash flow and 8.4 times its revenue over the last twelve months.

Once combined, the two businesses will count more than 16,000 enterprises and millions of organisations around the world as customers, forming one of the biggest pure-play cybersecurity groups globally.

Their joint ambition is a single platform designed to let organisations roll out AI safely by locating and safeguarding sensitive information, governing what both employees and AI systems are permitted to reach, and preventing data from leaking.

Proofpoint plans to act swiftly after completion, merging the two firms’ technology, bringing their sales and marketing operations into line, and speeding up the rollout of the unified offering to customers.

Varonis has spent two decades building tools that secure data and, more recently, the AI systems that rely on it. Proofpoint operates as a portfolio company of private equity firm Thoma Bravo.

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