Proofpoint agrees to buy data and AI security firm Varonis for about $6.3B in cash

Thoma Bravo, which owns Proofpoint, is providing committed equity and has lined up debt financing, and Ontario Teachers' Pension Plan has also agreed to invest in Proofpoint. The price equals 8.4 times Varonis's last twelve months revenue, which implies roughly $750M, and about 53 times free cash flow. The deal takes the Nasdaq-listed company (VRNS) private. The combined group would serve more than 16,000 enterprises. Varonis, founded in 2004 and Israeli-rooted, maps sensitive data, who can reach it and how it is used, and now sells AI governance features. Proofpoint, known for email and people-focused security, says the pairing targets data and AI-agent protection. Bloomberg Law framed it as part of a rebound in private-equity tech dealmaking after an AI-driven software selloff. Workday's purchase of C1.ai earlier this week points the same way. For builders, access control and data governance for agents are being absorbed by large security platforms. Startups in this layer should expect acquirers to pay for data-visibility depth and installed base.