---
title: Data Security Company Varonis Agrees to $6.3 Billion Sale to Proofpoint
description: What Varonis does, and why Thoma Bravo-owned Proofpoint is paying $49.75 a share in cash, or 8.4 times revenue, for the data security company.
author: Darie Nani (Editor-in-Chief)
date: 2026-10-16T13:53:31.606Z
updated: 2026-10-16T13:53:31.616Z
canonical: https://www.sovereignmagazine.com/article/what-does-varonis-do
image: https://cdn.nanimediahouse.com/varonis-building-herzliya-448567.webp
categories: Business
content_type: News
region: United States
publication: Sovereign Magazine
schema_type: Article
---

Proofpoint, the email and collaboration security company owned by private equity firm Thoma Bravo, agreed on October 15 to buy Varonis Systems (Nasdaq: VRNS) for $49.75 a share in cash, a deal valued at about $6.3 billion.

Varonis, founded in 2005 by Yaki Faitelson and Ohad Korkus, sells software that finds a company's sensitive files, emails and databases, shows which employees and AI tools can reach them, monitors how they are used and removes access that is wider than it should be. It covers data held in the cloud, in SaaS applications and on companies' own servers. In the second quarter of 2026 it deepened its integration with Anthropic's Claude products and added support for the AI coding tool Cursor. Proofpoint protects email, cloud and collaboration tools, and says it works for more than 80 of the Fortune 100 and over 14,000 large enterprises. Together the two would serve more than 16,000 enterprises.

The deal puts Varonis's tools for finding sensitive data and controlling who can reach it alongside Proofpoint's email and collaboration security, and the companies plan to sell the two as one platform. [Sovereign reported in August](https://www.sovereignmagazine.com/article/ai-defense-spending-17x-securing-ai-2026) that companies are adopting AI agents faster than they are putting controls on what those agents can access. "As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk," said Sumit Dhawan, Proofpoint's chief executive.

## The Price Is 52% Above Varonis's Share Price Before Sale Rumors Began

The $49.75 price is 52% above Varonis's closing price of $32.71 on June 22, the last full trading day before the first rumors of a possible sale, and 17% above its $42.35 close on September 1, the last full trading day before further media reports. By the companies' own calculation, the deal values Varonis at about 8.4 times its revenue for the 12 months to June 30 on an enterprise-value basis, and its market value at about 53 times its free cash flow.

The Varonis board approved the deal unanimously after a review led by a committee of independent directors. Faitelson, the company's chief executive and chairman, said the review "included extensive outreach to a range of potential strategic and financial buyers," and called the sale "a realization of immediate, significant, and certain value well in excess of the risk-adjusted value of delivering against our standalone plan."

## Varonis Now Earns Almost All of Its Revenue From Cloud Subscriptions

As Varonis moves customers from term licenses for software they run themselves to a subscription version it runs in the cloud, its SaaS revenue reached $171.7 million of total revenue of $180.0 million in the second quarter of 2026, up from $105.9 million a year earlier, while term license revenue fell to $4.2 million from $32.4 million.

Annual recurring revenue from SaaS reached $726.0 million at the end of June, up 52% from a year earlier, or 25% excluding customers who converted from older licenses. Varonis still reported a GAAP operating loss of $40.6 million for the quarter, and held $911.5 million in cash and investments on June 30.

## Varonis Is Expected to Leave Nasdaq in the First Half of 2027

Thoma Bravo has committed equity financing for the deal and secured commitments for debt financing, and Ontario Teachers' Pension Plan has agreed to invest in Proofpoint as part of the transaction. Thoma Bravo took Proofpoint private in 2021, [paying about $12.3 billion in cash](https://www.thomabravo.com/press-releases/thoma-bravo-completes-acquisition-of-proofpoint), or $176.00 a share.

The two companies will operate separately until the deal closes, which they expect in the first half of 2027, subject to approval by Varonis shareholders and regulators. Varonis will then be delisted from Nasdaq and become a private company.

More on Varonis is at [varonis.com](https://www.varonis.com).

## FAQ

**Q: Is Varonis an Israeli company?**
Varonis was founded in 2005 by Yaki Faitelson and Ohad Korkus and is incorporated in Delaware. Its principal research and development facility is in Israel, according to its quarterly filing, and it pays some operating expenses in Israeli shekels. At June 30, 2026 its long-lived assets in Israel were $50.7 million, against $43.8 million in the United States.

**Q: When does Varonis report its next results?**
Varonis will report third-quarter 2026 results after the US market closes on November 3. It will not hold an earnings call because of the pending sale.

**Q: Who advised on the deal?**
Goldman Sachs was Varonis's exclusive financial adviser and Paul Hastings its legal counsel. BofA Securities, Morgan Stanley, J.P. Morgan, UBS and Mizuho advised Proofpoint, with Kirkland & Ellis as its legal counsel.