Proofpoint has agreed to buy data and AI security firm Varonis in an all-cash deal valued at about $6.3 billion, the two companies announced Thursday.
The deal is the largest cyber security deal announced to date in 2026.
Varonis shareholders will receive $49.75 per share, a 52% premium to the stock’s closing price of $32.71 on June 22, 2026, the last day of full trading before rumors of a potential sale.
The deal is expected to close in the first half of 2027. Thoma Bravo, which owns Proofpoint, is providing committed capital and has secured a debt financing commitment to finance the acquisition. The Ontario Teachers’ Pension Plan also invested in Proofpoint in connection with the deal.
Proofpoint and Varonis will operate as separate and independent companies until the deal closes. After that, Varonis will become a private company.
Varonis offers a SaaS data security platform that finds and categorizes sensitive data across cloud, SaaS and on-premises systems, maps who has access to it, and sees how it’s being used. Its Atlas solutions cover AI systems that organizations build or use, with inventory AI, posture management, security testing, runtime protection and compliance reporting.
The company also provides email and browser security products, and managed and responsive data detection services.
Proofpoint’s email security products are designed to block phishing, BEC, ransomware and malware, and the company extends similar protections to messaging apps and cloud accounts. Its data security portfolio covers data loss prevention, internal risk management, and managing data security postures to discover and classify sensitive data.
This year it introduced AI Security, which controls how employees and AI agents use AI tools and flags agent actions that stray from user requests or company policies.
After the deal closes, Proofpoint plans to combine the capabilities of both companies into information security and AI systems.
In February, Proofpoint acquired AI security and governance firm Acuvity. At the same time, Varonis announced the acquisition of AI Trust, Risk, and Security Management (TRiSM) solution provider AllTrue.ai for $150 million.
Safety week Tracked more than 300 cybersecurity M&A deals so far in 2026.
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