Thoma Bravo paid 8.4 times revenue for Varonis; Rubrik holders pay 15 times for slowing growth

Thoma Bravo just set a clearing price for data security, and it paid cash. On October 15, Proofpoint, the security firm the private equity group took private in 2021, agreed to buy Varonis for about $6.3 billion, or $49.75 a share↗ ¹. That is 8.4 times trailing revenue, and about 53 times trailing free cash flow ².

Varonis▲+2.45% — Varonis, up 2.45 percent today, whose software maps where sensitive corporate files sit and who can reach them, grew 13 percent last year ³. Rubrik▼−6.42% — Rubrik, down 6.42 percent today, the listed company that has pushed out of backup and into the same layer, trades at about 15 times its last four quarters of revenue ⁴⁵. The distance between those two prices is the story, and the people closest to Rubrik have been cashing out near the top of it, under pre-arranged trading plans ⁴.

Agents made this layer worth consolidating

Enterprises handing AI agents broad access to files and systems now need to know what every identity, human or machine, can reach. "AI agents are increasingly accessing sensitive information and taking action across systems," Proofpoint chief executive Sumit Dhawan said at signing ¹. His company's case for the deal is the join: what it sees about who is targeted, connected to what Varonis knows about which data each identity can touch ³.

The shape of the deal says as much. About 53 percent of organizations citing Varonis in Futurum's October survey↗ also cite Proofpoint, a reading of spending intentions rather than usage, which makes this a customer acquisition as much as a capability buy ³. Varonis goes for less than the $10 billion-plus it was worth in 2021 ⁶, and Thoma Bravo is likely to consolidate overlapping functions, potentially with workforce reductions at Varonis ⁶.

What is left of the bid is a trade. Varonis trades within 2 percent of the offer↗, so the premium went to June's holders, and the cash price caps any further upside ⁷.

Rubrik's holders underwrite the growth alone

Rubrik's July quarter was its argument: revenue up 38 percent on the year, with earnings far above estimates↗ ⁴⁵. Against Thoma Bravo's print, the $23.24 billion market value is a wager that the growth keeps running ⁴. It has not been: growth peaked in mid-2025, has slowed for four straight quarters, and the company still loses money at the operating line ⁵.

Insiders sold $13.5 million near the high

The tape near the $127.90 52-week high shows who is converting that wager into cash ⁴. Chief technology officer Arvind Nithrakashyap sold 12,820 shares at $124.14 on October 7, under a pre-arranged Rule 10b5-1 trading plan↗ ⁴. The $1.59 million sale cut his holding by 4.5 percent ⁴. It priced above the $114.42 consensus analyst target ⁴.

Insiders sold $13.5 million of stock over three months ⁴. Vontobel, a Swiss asset manager, cut its Rubrik stake by 32.7 percent in the September quarter, in a filing disclosed October 18 ⁴. Twenty-eight analysts still rate the stock a Buy ⁴.

The part of the layer nobody bought

SentinelOne▼−7.92% — SentinelOne, down 7.92 percent today, the New York-listed AI-driven security vendor, shows the third way: it priced $1.25 billion of zero-coupon convertible notes on October 14, with the proceeds reserved partly for acquisitions ⁸. Its growth has halved to about 21 percent ⁸. The whole company is worth $7.4 billion ⁹. The coupon is zero; the interest is paid in shares ⁸.

The print buys only the settled half of the problem: what data exists and who can reach it. What an agent actually does with its access while it runs is still unsettled across the market ³.

Two percent to wait, a third down if it breaks

For Varonis holders the arithmetic is bounded: about 2 percent for waiting into the first half of 2027, against roughly a third down if the deal breaks ⁷. Rubrik holders have no ceiling and no floor. They carry the deceleration alone at about 15 times trailing revenue ⁴⁵, and if growth settles toward the 13 percent the cash buyer just priced at 8.4 ¹³, the two numbers meet from Rubrik's side.