---
title: "Thoma Bravo paid 8.4 times revenue for Varonis; Rubrik holders pay 15 times for slowing growth"
description: "Proofpoint's $6.3 billion cash takeover of Varonis set the private clearing price for data security at 8.4 times trailing revenue. Rubrik's public holders pay about 15 times trailing revenue for growth that is already slowing, while insiders sell near the high under pre-arranged plans."
publisher: "The Inference"
section: "Deals"
published: 2026-10-18T21:06:47.586Z
modified: 2026-10-18T21:06:47.586Z
canonical: https://theinference.org/article/thoma-bravo-paid-8-4-times-revenue-for-varonis-rubrik-holders-pay-15-times-for-slowing-growth
language: en
keywords: "Cybersecurity, M&A, Valuation, Rubrik, Thoma Bravo"
---

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

> Proofpoint's $6.3 billion cash takeover of Varonis set the private clearing price for data security at 8.4 times trailing revenue. Rubrik's public holders pay about 15 times trailing revenue for growth that is already slowing, while insiders sell near the high under pre-arranged plans.

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](https://www.proofpoint.com/us/newsroom/press-releases/proofpoint-acquire-varonis-creating-global-leader-data-and-ai-security) [1]. That is [8.4 times trailing revenue, and about 53 times trailing free cash flow](https://theinference.org/article/thoma-bravo-pays-6-3-billion-for-varonis-at-49-75-just-4-8-over-the-last-close) [2].

[Varonis](https://theinference.org/markets/companies/varonis), whose software maps where sensitive corporate files sit and who can reach them, grew 13 percent last year [3]. [Rubrik](https://theinference.org/markets/companies/rubrik), 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 [4][5]. 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](https://theinference.org/markets/people/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](https://futurumgroup.com/insights/proofpoint-buys-varonis-to-connect-people-risk-with-data-access/) 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].

*Chart: **Rubrik trades at nearly double the cash print for the same layer** Bar chart of revenue multiples: Varonis at 8.4 times on the cash deal, Rubrik at 15.1 times, SentinelOne at 7.6 times.*

*Value over trailing twelve-month revenue: Varonis at the deal's enterprise value per the October 15 announcement; Rubrik and SentinelOne at market capitalization over trailing sales, as of mid-October 2026. [1][4][5][8]*

What is left of the bid is a trade. [Varonis trades within 2 percent of the offer](https://www.ainvest.com/news/varonis-merger-spread-2-deal-closes-doesn-2610/), 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](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001943896) [4][5]. 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](https://theinference.org/markets/people/arvind-nithrakashyap) [sold 12,820 shares at $124.14 on October 7, under a pre-arranged Rule 10b5-1 trading plan](https://www.marketbeat.com/instant-alerts/filing-rubrik-inc-rbrk-shares-sold-by-vontobel-holding-ltd-2026-10-18/) [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].

*Chart: **Rubrik's growth peaked in mid-2025 and has slowed for four straight quarters** Line chart of Rubrik's year-over-year revenue growth over ten quarters, peaking at 51 percent in mid-2025 and slowing for four straight quarters since.*

*Year-over-year revenue growth by calendar quarter, from Rubrik's quarterly SEC filings; Q2 '26 is the quarter ended July 2026. Growth peaked at 51.2 percent in mid-2025 and has slowed for four straight quarters. [5]*

## The part of the layer nobody bought

[SentinelOne](https://theinference.org/markets/companies/sentinelone), 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](https://theinference.org/article/sentinelone-s-1-25-billion-zero-coupon-raise-is-48-times-its-free-cash-flow), 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 [4][5], and if growth settles toward the 13 percent the cash buyer just priced at 8.4 [1][3], the two numbers meet from Rubrik's side.

## Takeaway

The $6.3 billion cash takeover of Varonis set data security's private clearing price at 8.4 times trailing revenue; Rubrik's holders pay about 15 times for growth that has slowed four straight quarters, while insiders sold $13.5 million near the high.

## Sources

1. [Proofpoint press release, "Proofpoint to Acquire Varonis in a $6.3 Billion Transaction", 15 October 2026](https://www.proofpoint.com/us/newsroom/press-releases/proofpoint-acquire-varonis-creating-global-leader-data-and-ai-security)
2. [The Inference, Vincent Jiang, "Thoma Bravo pays $6.3 billion for Varonis at $49.75, just 4.8% over the last close", 15 October 2026](https://theinference.org/article/thoma-bravo-pays-6-3-billion-for-varonis-at-49-75-just-4-8-over-the-last-close)
3. [The Futurum Group, Fernando Montenegro, "Proofpoint Buys Varonis to Connect People Risk With Data Access", 16 October 2026](https://futurumgroup.com/insights/proofpoint-buys-varonis-to-connect-people-risk-with-data-access/)
4. [MarketBeat, "Rubrik, Inc. $RBRK Shares Sold by Vontobel Holding Ltd.", 18 October 2026](https://www.marketbeat.com/instant-alerts/filing-rubrik-inc-rbrk-shares-sold-by-vontobel-holding-ltd-2026-10-18/)
5. [Rubrik, Inc., quarterly figures from its SEC filings, retrieved 18 October 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001943896)
6. [Calcalist Tech, "Varonis' $6.3 billion sale shows the risks of growing old in cybersecurity", October 2026](https://www.calcalistech.com/ctechnews/article/wrlghunxy)
7. [Ainvest, Cyrus Cole, "The Varonis Merger Spread: 2% Up If the Deal Closes, a Third Down If It Doesn't", 18 October 2026](https://www.ainvest.com/news/varonis-merger-spread-2-deal-closes-doesn-2610/)
8. [The Inference, Vincent Jiang, "SentinelOne's $1.25 billion zero-coupon raise is 48 times its free cash flow", 16 October 2026](https://theinference.org/article/sentinelone-s-1-25-billion-zero-coupon-raise-is-48-times-its-free-cash-flow)
9. [ad-hoc-news.de, "SentinelOne stock fell 8.24 percent on October 16, 2026, 19.13 percent below high", 18 October 2026](https://www.ad-hoc-news.de/boerse/news/nebenwerte/sentinelone-stock-fell-8-24-percent-on-october-16-2026-19-13-percent-below-high/70350258)


---

Thoma Bravo paid 8.4 times revenue for Varonis; Rubrik holders pay 15 times for slowing growth — The Inference. Canonical: https://theinference.org/article/thoma-bravo-paid-8-4-times-revenue-for-varonis-rubrik-holders-pay-15-times-for-slowing-growth