# Varonis (VRNS): Proofpoint agrees to buy the data-security firm for about $6.3bn in cash > On 15 October 2026 Proofpoint, a cybersecurity company owned by the private-equity firm Thoma Bravo, agreed to buy Varonis for $49.75 per share in… - URL: https://centiview.com/post/varonis-vrns-proofpoint-to-buy-varonis-for-6-3bn-in-cash-at-49-75-a-share - Published: 2026-10-18T23:15:00.000Z - Sectors: Technology & AI - Region: US - Ticker: VRNS - Sentiment (opinion, not a recommendation): neutral - Publisher: Centiview (Persie Ltd, London) - General information only, not financial advice On 15 October 2026 Proofpoint, a cybersecurity company owned by the private-equity firm Thoma Bravo, agreed to buy Varonis for $49.75 per share in cash, a deal worth about $6.3bn. That price is 52% above where Varonis shares closed on 22 June, before takeover rumours began. The sale needs shareholder and regulatory approval and is expected to close in the first half of 2027. ## What happened Varonis Systems, a Nasdaq-listed company that sells software to find, classify and protect sensitive data inside organisations, announced on 15 October 2026 that it had agreed to be acquired by Proofpoint, Inc. Proofpoint makes email, cloud and collaboration security products and is a portfolio company of Thoma Bravo, a private-equity firm. Varonis shareholders will receive $49.75 in cash for each share. The companies put the transaction value at approximately $6.3bn. The Varonis board approved the deal unanimously, after a committee of independent directors ran a process that included contacting possible strategic and financial buyers, according to the companies' joint release filed with the SEC. The release gives the price context. $49.75 is a 52% premium to the $32.71 closing price on 22 June 2026, the last full trading day before the first reports that Varonis might be for sale, and a 17% premium to the $42.35 close on 1 September 2026, the last full trading day before further reports. Thoma Bravo is providing committed equity financing and has lined up debt financing commitments, and Ontario Teachers' Pension Plan has agreed to invest in Proofpoint as part of the deal. The companies will run separately until closing. After closing, Varonis shares will stop trading on Nasdaq and the company will become private. ## The numbers, explained A premium is how much more a buyer pays than the share price before the news. Our working: $49.75 divided by $32.71 is 1.521, so 52.1% above the June close; $49.75 divided by $42.35 is 1.175, so 17.5% above the September close, which the companies round to 17%. As a rough check on size, Varonis reported an average of 114.8 million basic shares in the second quarter, and 114.8 million multiplied by $49.75 is about $5.71bn. That matches the roughly $5.71bn equity value reported by Ynet. The release itself does not break the $6.3bn headline into equity and other parts, so we do not explain the difference, and our share count is an average, not the count at signing. The companies also state two valuation yardsticks: about 8.4 times the company's revenue over the last twelve months, and about 53 times its free cash flow. Free cash flow, the cash left after running costs and necessary investment, is a non-GAAP measure, meaning one that does not follow standard US accounting rules. The release says the revenue multiple uses enterprise value (the price of the whole business, including debt, less cash) and the cash-flow multiple uses market value, both as of 30 June 2026, and it does not publish the underlying amounts, so we cannot recompute either multiple. They are the companies' figures, not ours. To see what is being bought, look at Varonis's second-quarter results (quarter to 30 June 2026, US dollars, filed with the SEC). Total revenue was $180.0m against $152.2m a year earlier, up 18.3% (180.0 divided by 152.2). Revenue from SaaS, software rented over the internet instead of installed on a customer's own servers, was $171.7m against $105.9m, up 62.1%, and made up 95.4% of the total (171.7 divided by 180.0). Older revenue streams shrank: term-licence subscriptions fell from $32.4m to $4.2m, down 87.0%, and maintenance and services from $13.9m to $4.1m, down 70.5%, as customers moved to SaaS. Our check: 171.7 plus 4.2 plus 4.1 equals 180.0. Profit is not yet the story. On US accounting rules (GAAP) Varonis lost $46.8m in the quarter against a $35.8m loss a year earlier, a loss 30.7% larger. On the company's adjusted non-GAAP basis, which leaves out items such as share-based pay, it made an operating profit of $3.7m against a $1.9m loss. Free cash flow for the first six months of 2026 was $69.1m against $82.7m, down 16.4% (13.6 divided by 82.7). Its cash and investments stood at $911.5m on 30 June. SaaS ARR, annual recurring revenue, the yearly value of active SaaS contracts at a point in time, was $726.0m, up 52%; excluding customers converting from older licences it grew 25%. ## Why it matters Varonis earns its money by selling subscriptions to software that scans a customer's files and cloud services, works out which contain sensitive information and who can open them, and watches for unusual access. It also offers a managed service in which its staff monitor round the clock. Proofpoint, by its own description, secures how people, data and AI agents connect across email, cloud and collaboration tools and serves more than 80 of the Fortune 100. The companies say the combination would serve more than 16,000 enterprises. For customers, the pitch is one supplier covering both who is sending data (email, users) and where sensitive data sits and who can reach it. Proofpoint's chief executive Sumit Dhawan said that as AI spreads, "the data it can access determines both its value and its risk." For the sector, this is a large private-equity-backed purchase in a field where AI tools are making data access a bigger worry. SecurityWeek calls it the largest cybersecurity acquisition announced so far in 2026. SiliconANGLE and CRN Asia note that Thoma Bravo took Proofpoint private for $12.3bn in 2021 and that Proofpoint completed its $1.8bn purchase of Hornetsecurity in December 2025, previously its largest deal. For Varonis shareholders, the deal replaces the uncertainty of the share price with a fixed cash price. For rivals, it creates a larger competitor with more products to sell to the same customers. Those last two points are our commentary, not reported facts. Ynet reported Varonis shares rose about 2.7% after hours on the announcement. ## What to watch next The dated and stated items are few. Varonis will release third-quarter 2026 results after the US market closes on 3 November 2026, without a conference call, according to the announcement. The deal is expected to close in the first half of 2027, and it needs a vote by Varonis shareholders and regulatory approvals; the release does not give dates for either, so we give none. The sale terms will appear in regulatory filings, including the proxy statement that Varonis uses to ask shareholders to vote, and Okapi Partners is named as Varonis's proxy solicitor. For context, Varonis's own full-year 2026 forecast, set on 28 July before the deal, was revenue of $735m to $739m, up 18% to 19%, and free cash flow of $105m to $110m. That is company guidance, not a prediction from us. - Take-private: a purchase of a listed company by a buyer who then removes its shares from the stock market. - SaaS ARR: the yearly value of active subscription contracts for cloud-delivered software at a given date. - Premium: the percentage by which a takeover price exceeds an earlier share price. > **Why it matters** A private-equity-backed company has agreed to pay $49.75 a share in cash for Varonis, 52% above its pre-rumour price, which shows how much value buyers see in tools that protect company data as AI spreads. > **What we verified** From the joint release in Varonis's SEC 8-K of 15 October 2026: $49.75 cash per share, about $6.3bn, premiums of 52% and 17% (we recomputed 52.1% and 17.5%), 8.4x revenue and 53x free cash flow (company figures), close expected in the first half of 2027. SiliconANGLE, SecurityWeek and Ynet confirm price, premium, value and timing; Ynet confirms the roughly $5.71bn equity value (our rough check from 114.8m average shares gives $5.71bn). From Varonis's Q2 2026 SEC 8-K (USD; GAAP unless stated): revenue $180.0m vs $152.2m, SaaS revenue $171.7m vs $105.9m, SaaS ARR $726.0m, GAAP net loss $46.8m, first-half free cash flow $69.1m vs $82.7m, cash and investments $911.5m; revenue, SaaS revenue, ARR and cash were also confirmed by Quartr. Quartr's 71% SaaS growth and 94% share and Ynet's $173m for the latest quarter conflict with the filing, so we used the filing and our own working (62.1% and 95.4%). ### Sources - [Varonis and Proofpoint announcement, SEC 8-K Exhibit 99.1 (15 October 2026)](https://www.sec.gov/Archives/edgar/data/0001361113/000121390026109901/ea030861001ex99-1.htm) - [Varonis Q2 2026 results, SEC 8-K Exhibit 99.1](https://www.sec.gov/Archives/edgar/data/0001361113/000117184326004948/exh_991.htm) - [Proofpoint inks $6.3 billion all-cash deal to acquire Varonis (SecurityWeek)](https://www.securityweek.com/proofpoint-inks-6-3-billion-all-cash-deal-to-acquire-varonis/) - [Proofpoint agrees to buy data security company Varonis for $6.3B in cash (SiliconANGLE)](https://siliconangle.com/2026/10/15/proofpoint-agrees-to-buy-data-security-company-varonis-for-6-3b-in-cash/) - [Proofpoint to acquire Israeli-founded Varonis for $6.3 billion (Ynetnews)](https://www.ynetnews.com/business/article/hyyltkk3fl) - [5 things to know on Proofpoint's $6.3B acquisition of Varonis (CRN Asia)](https://www.crnasia.com/news-network/2026/5-things-to-know-on-proofpoint-s-6-3b-acquisition-of-varonis) - [Varonis Q2 2026 earnings summary (Quartr)](https://quartr.com/events/varonis-systems-inc-vrns-q2-2026_33ccOYrO)