8-K·October 15, 2026 at 8:00 AM EDT·8 sources
Proofpoint to Acquire Varonis in $6.3 Billion Cybersecurity Deal
VRNS -0.0%GSAMUB
VRNS · last 30 trading days+3.9% since the news
News
acquisition, log scale$6.3B
$100M$1B$10B$100B
Premium+6%
0%100%
What happened
- Thoma Bravo-backed Proofpoint agreed to acquire Varonis in an all-cash transaction valued at approximately $6.3 billion.
- Proofpoint has locked in $1.25 billion in financing to support the acquisition, with JPMorgan and UBS involved, according to people familiar with the matter.
- The transaction is expected to close in the first half of 2027, subject to shareholder and regulatory approvals.
Transaction value
approximately $6.3 billion
Financing
$1.25 billion
Varonis per-share consideration
$49.75 per share in cash
Why it matters
The transaction combines two cybersecurity platforms and illustrates sponsor-backed M&A alongside acquisition financing in the technology sector. The financing package is relevant to leveraged finance, debt capital markets and private equity professionals.
What to watch. Varonis shareholder approval, regulatory approvals and closing expected in the first half of 2027.
Deal terms
acquisition
Proofpoint → Varonis Systems, Inc.
Value
$6.3B · $49.75/share
Premium to unaffected close
+5.7%
Investors
Thoma Bravo, Ontario Teachers’ Pension Plan
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Timeline
- First reported by ProofpointOct 15Proofpoint to Acquire Varonis in a $6.3 Billion Transaction
- GlobeNewswire reportsOct 15Proofpoint to Acquire Varonis in a $6.3 Billion Transaction
- The Wall Street Journal reportsOct 15Proofpoint to Acquire Varonis in $6.3 Billion Cybersecurity Deal
- Techmeme reportsOct 15Thoma Bravo-owned cybersecurity company Proofpoint plans to buy data security firm Varonis Systems in an all-cash deal valued at about $6.3B (Jaspreet Singh/Reuters)
- 8-K current reportOct 15Varonis Systems Inc.: Material agreement
- Private Equity Wire reportsOct 16Thoma Bravo-backed Proofpoint to acquire Varonis in $6.3bn deal
- PE Hub reportsOct 16Thoma Bravo’s Proofpoint inks $6.3bn take-private of data security firm Varonis
- Bloomberg reportsOct 16Thoma Bravo’s Proofpoint Taps JPMorgan, UBS on Varonis Debt Deal
Who is involved
acquiringProofpoint to Acquire Varonis in $6.3 Billion Cybersecurity DealVaronis Systems, Inc.VRNS · targetProofpointbuyerThoma BravoOntario Teachers’ Pension PlanBofA Securities, Inc.Morgan Stanley & Co. LLCJ.P. Morgan Securities LLCUBS Securities LLCAMUBMizuho Securities USA LLCJPMorgan
CompanyInvestorAdvisorThe deal
Sources (8)
- ProofpointOct 15Proofpoint to Acquire Varonis in a $6.3 Billion Transaction
- GlobeNewswireOct 15Proofpoint to Acquire Varonis in a $6.3 Billion Transaction
- The Wall Street JournalOct 15Proofpoint to Acquire Varonis in $6.3 Billion Cybersecurity Deal
- TechmemeOct 15Thoma Bravo-owned cybersecurity company Proofpoint plans to buy data security firm Varonis Systems in an all-cash deal valued at about $6.3B (Jaspreet Singh/Reuters)
- SEC EDGAROct 15Varonis Systems Inc.: Material agreement
- Private Equity WireOct 16Thoma Bravo-backed Proofpoint to acquire Varonis in $6.3bn deal
- PE HubOct 16Thoma Bravo’s Proofpoint inks $6.3bn take-private of data security firm Varonis
- BloombergOct 16Thoma Bravo’s Proofpoint Taps JPMorgan, UBS on Varonis Debt Deal
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