Proofpoint to acquire Varonis Systems for $6.3 billion in cash

Proofpoint, Inc. has entered into a definitive agreement to acquire Varonis Systems, Inc. in an all-cash transaction valued at approximately $6.3 billion, according to an announcement published on Oct. 15, 2026, via Business Wire. Under the terms of the transaction, Proofpoint will acquire all outstanding shares of Varonis Systems.

Varonis Systems, Inc. is headquartered in Sunnyvale, California. The company trades publicly on the Nasdaq stock exchange under the ticker symbol VRNS. As a cybersecurity vendor, Varonis focuses on developing security software designed to protect data and artificial intelligence assets.

Proofpoint, Inc. is based in Miami, Florida, and functions as a portfolio company of the private equity firm Thoma Bravo. Proofpoint provides cybersecurity software and services structured around human and agent protections across enterprise networks.

The transaction is designed to combine the technology capabilities of both organizations. The acquisition links Varonis's specialization in data and artificial intelligence security software directly with Proofpoint's human and agent cybersecurity platform.

Financial disclosures published alongside the deal announcement contained references to historical cash flow metrics. Specifically, these disclosures cited Last Twelve Months Free Cash Flow data for the accounting period that ended on June 30, 2026.

The transaction will proceed through standard corporate and legal steps before closing. Finalization of the purchase depends on obtaining customary regulatory approvals from governing authorities. The agreement also requires formal voting approval from the shareholders of Varonis Systems, Inc. before the acquisition can be completed.