Proofpoint, the cybersecurity firm owned by private equity giant Thoma Bravo, agreed Wednesday to buy data-security company Varonis Systems in an all-cash deal valuing the company at about $6.3 billion, the two firms announced.

Under the terms, Varonis shareholders will receive $49.75 per share — a 52% premium to the stock's June 22 close of $32.71, before sale rumors began circulating, and a 17% premium to its September 1 closing price, according to the companies' joint announcement. Varonis' board approved the agreement unanimously.

Betting on AI-era data security

The companies are framing the combination around the data-security demands of the artificial intelligence boom. Varonis specializes in locating sensitive data across corporate systems and controlling who can access it; paired with Proofpoint's existing data-loss-prevention tools, the combined company would offer customers a single platform spanning both functions, the firms said.

"This is an excellent outcome for the company and our shareholders," Varonis CEO Yaki Faitelson said in a statement, adding that the offer was worth more than what Varonis could likely have delivered on its own once execution risk is factored in.

PROOFPOINT IS PAYING ROUGHLY 8.4 TIMES VARONIS' TRAILING 12-MONTH REVENUE

The deal caps months of speculation. Varonis shares jumped about 10% in September after Bloomberg first reported the companies were in talks, and had already climbed roughly 30% back in June on earlier reports that Varonis was exploring a sale. Varonis' own 8-K filing with the SEC confirms the deal terms and the board's unanimous approval.

The acquisition is the latest in a wave of cybersecurity consolidation this year, as both strategic buyers and private-equity-backed platforms race to bundle point products into broader security suites that can compete for enterprise budgets increasingly reshuffled by AI spending. Analysts have noted that AI adoption is simultaneously creating new categories of sensitive data to protect and new attack surfaces for hackers to exploit, a dynamic that has made data-security specialists like Varonis attractive acquisition targets.

The transaction still requires approval from Varonis shareholders and regulators. The companies expect the deal to close in the first half of 2027, at which point Varonis would be folded into Proofpoint's private, Thoma Bravo-controlled structure and delisted from the Nasdaq, where it has traded under the ticker VRNS.