The all-cash deal aims to combine human, identity and data security in a unified platform designed to address emerging risks from enterprise AI adoption.
Proofpoint has agreed to acquire Varonis Systems in an all-cash transaction valued at approximately $6.3 billion, bringing together two cybersecurity companies to strengthen protection against AI-driven threats and data exposure.
Under the agreement, Varonis shareholders will receive $49.75 per share, representing a 52% premium to the company’s closing share price on June 22, 2026, before initial reports of a potential sale. The transaction has been unanimously approved by the Varonis board and is expected to close in the first half of 2027, subject to shareholder and regulatory approvals.
The combined business intends to build a unified cybersecurity platform connecting communications, identities, permissions, data and AI. The goal is to help enterprises identify sensitive information, control access by employees and AI agents, and prevent data loss as organisations expand their use of AI technologies.
“By connecting communications, identities, permissions, data, and AI, we are creating an intelligence advantage that helps customers see risk more clearly and respond faster.”
“As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk,” said Sumit Dhawan, CEO of Proofpoint. He said the combination would help customers gain greater visibility into emerging risks, respond faster and strengthen defences against AI-related threats.
Varonis CEO, Co-Founder and Chairman Yaki Faitelson said the acquisition would accelerate the company’s mission to secure AI and the data that powers it.
Varonis brings expertise in data security, access controls and data exposure management, while Proofpoint specialises in human and agent cybersecurity, including email, collaboration and data protection. The combined organisation expects to serve more than 16,000 enterprises and millions of organisations globally.
The deal is backed by committed equity financing from Proofpoint owner Thoma Bravo, alongside debt financing commitments. Ontario Teachers’ Pension Plan has also agreed to invest in Proofpoint in connection with the transaction.
Until completion, both companies will continue operating independently. Following the acquisition, Varonis will become a private company and its shares will cease trading on Nasdaq.