According to people briefed on the talks, Proofpoint is negotiating deal terms to potentially acquire Varonis, and the company has enlisted advisers to assess takeover approaches while weighing a sale. If the talks hold, an announcement could land in the coming weeks. There is no binding agreement yet, and another buyer could still emerge.
Thoma Bravo, Proofpoint and Varonis did not immediately respond to requests for comment. In June, Bloomberg reported that Varonis had been weighing a sale after attracting suitors.
Varonis shares rallied 10% to close at $46.76 on Wednesday in New York, lifting its market value to roughly $5.4 billion. A deal around that size would sit among the bigger tech take-privates since software stocks were knocked lower earlier this year. Big checks have been rare in 2026 in North America, with only one private equity software buyout topping $5 billion so far - Hg's $6.4 billion OneStream Inc. agreement announced in January, per Bloomberg data.
Software M&A has cooled as companies rethink IT spend in light of tools from Anthropic PBC and OpenAI, a shift that helped spark the early 2026 selloff. Cybersecurity names were dragged down too, but a run of AI-fueled breaches has since boosted demand for stronger defenses, and the group has rebounded to beat the S&P 500.
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Back in 2021, Thoma Bravo - among the busiest software investors - moved to take Proofpoint private in a transaction valued at about $12.3 billion. Proofpoint's products are built to stop phishing, malicious emails and other cyber threats, and its website lists customers such as the California Department of Motor Vehicles and the Australian Football League. Varonis specializes in helping companies track and control access to sensitive data housed in cloud systems.
If this deal comes together, it would be among the year's larger software take-privates, arriving as cybersecurity budgets get a lift from escalating attacks. For your wallet, the question is whether more security vendors combine as buyers chase steady, must-have products built for an AI-shaped threat landscape.