American cybersecurity company Proofpoint, owned by private equity giant Thoma Bravo, has agreed to acquire Israeli-founded data security company Varonis Systems in an all-cash transaction valued at approximately $6.3 billion, the companies announced Thursday. The deal marks another major multibillion-dollar exit for Israel's cybersecurity industry, as demand for protecting corporate information accelerates with the spread of artificial intelligence.
Under the agreement, Varonis shareholders will receive $49.75 per share in cash, representing a 52% premium to the company's closing share price on June 22, before initial speculation about a potential sale emerged. The offer values Varonis' equity at approximately $5.71 billion. Its shares rose about 2.7% in after-hours trading on Wall Street.
Varonis' Nasdaq listing
(Photo: The NASDAQ OMX Group)
The acquisition is expected to close in the first half of 2027, subject to shareholder and regulatory approvals. Until then, the companies will continue operating independently. Once the transaction is completed, Varonis will become a privately held company and its shares will be delisted from Nasdaq.
The deal comes as businesses worldwide increase cybersecurity spending to counter increasingly sophisticated online attacks, including threats involving artificial intelligence. The combination would bring together Proofpoint's expertise in email security and protecting employees from cyberattacks with Varonis' technology for identifying and securing sensitive corporate data.
Varonis, headquartered in Miami with a major research and development center in Herzliya, was founded in 2005 by Yaki Faitelson and Ohad Korkus, who previously worked at NetVision and NetApp. Faitelson has served as chief executive since the company's establishment.
The company specializes in protecting unstructured information, including documents, spreadsheets and other files stored across corporate networks and cloud platforms. Its security technology maps who has access to sensitive data, identifies potential exposures and detects unusual user activity that could indicate cyberattacks or threats from within an organization.
Varonis operates across major cloud and enterprise platforms, including Amazon Web Services, Microsoft Azure, Google Cloud and Salesforce. Earlier this year, the company launched Varonis Atlas, a platform designed to monitor and control artificial intelligence systems, agents and assistants deployed by businesses.
In 2019, Varonis began shifting from selling perpetual software licenses to a subscription-based business model, with cloud services gradually becoming a central source of revenue. The company went public on Nasdaq in February 2014 and now serves medium-sized and large organizations in 95 countries, across sectors including finance, healthcare, manufacturing, technology and insurance.
In recent years, Varonis has expanded its capabilities through acquisitions, including Cyral, which specializes in database activity monitoring, and SlashNext, which focuses on phishing detection and AI-powered email security. It has also expanded its partnership with Microsoft to help organizations protect information accessed through the Copilot AI assistant.
The company's revenue totaled approximately $660 million over the four quarters ending in March 2026, according to Google Finance data, with revenue of roughly $173 million in each of the two most recent quarters. Varonis employs an estimated 2,700 people worldwide.
"Our mission is to secure AI and the data that powers it. By joining forces with Proofpoint, we can achieve this mission faster than ever," Faitelson said in the announcement.
Proofpoint, headquartered in Sunnyvale, California, is one of the world's largest privately held cybersecurity companies. It specializes in email protection, defending employees against cyberattacks and preventing corporate data loss.
The company was founded in 2002 by Eric Hahn, a former chief technology officer at Netscape, and became an early pioneer of cloud-based email security. Proofpoint went public on Nasdaq in 2012 at $13 per share, raising more than $80 million. In 2020, its last full year as a publicly traded company, it reported revenue of approximately $1.05 billion.
In August 2021, Thoma Bravo completed its acquisition of Proofpoint for approximately $12.3 billion in cash, paying $176 per share and taking the company private. At the time, it was one of the largest private equity transactions in the software industry.
Proofpoint has continued expanding since the takeover. Its annual recurring revenue surpassed $2 billion in mid-2024 and reached $2.45 billion by the end of 2025. In the first quarter of 2026, the company reported double-digit growth in both revenue and annual recurring revenue, added approximately 440 customers and maintained a customer retention rate above 92%.
The planned acquisition would further expand Proofpoint's presence in the rapidly growing market for AI and data security, combining technologies designed to protect employees, sensitive information and the increasingly powerful AI systems that can access it. According to the companies, the combined business would serve more than 16,000 enterprises worldwide.