---
title: "Thoma Bravo pays $6.3 billion for Varonis at $49.75, just 4.8% over the last close"
description: "Proofpoint, owned by Thoma Bravo, agreed on October 15 to buy Varonis for $49.75 a share in cash, about $6.3 billion. The price is 52% above the June 22 pre-leak close but only 4.8% above the last close, and Thoma Bravo is paying 53 times trailing free cash flow."
publisher: "The Inference"
section: "Deals"
published: 2026-10-15T23:17:40.825Z
modified: 2026-10-15T23:17:40.825Z
canonical: https://theinference.org/article/thoma-bravo-pays-6-3-billion-for-varonis-at-49-75-just-4-8-over-the-last-close
language: en
keywords: "M&A, Private Equity, Cybersecurity, Software"
---

# Thoma Bravo pays $6.3 billion for Varonis at $49.75, just 4.8% over the last close

> Proofpoint, owned by Thoma Bravo, agreed on October 15 to buy Varonis for $49.75 a share in cash, about $6.3 billion. The price is 52% above the June 22 pre-leak close but only 4.8% above the last close, and Thoma Bravo is paying 53 times trailing free cash flow.

[Varonis](https://theinference.org/markets/companies/varonis), the Miami company whose software maps where sensitive corporate files sit and who can reach them [1], got its exit after the close on October 15. Holders [will receive $49.75 a share in cash, about $6.3 billion](https://www.msn.com/en-us/money/mergers-and-acquisitions/thoma-bravos-proofpoint-to-buy-varonis-systems-in-6-3-billion-all-cash-deal/ar-AA2ekyeR), from Proofpoint, the email-security firm that private equity shop Thoma Bravo took private for about $12.3 billion in 2021 [2][1].

The Varonis board approved the deal unanimously [3] and filed the agreement the same day [on a Form 8-K, a regulatory report of material corporate events](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001361113&type=8-K&dateb=&owner=include&count=10) [4]. Shares closed at $47.34 and traded at $48.65 after hours, still under the offer [5].

## The premium was paid in June, not at signing

The headline premium is 52%, measured against the June 22 close of $32.71 [6][2], the day before the first report that Varonis was exploring a sale [1]. June's sale reports lifted the stock roughly 30%, and [September's report of Proofpoint talks](https://finance.yahoo.com/technology/articles/proofpoint-explores-acquisition-data-security-090723388.html) added more than 10% [7]. Most of the premium was earned between the June leak and the September talks, before any agreement existed.

TD Cowen, the broker, had raised its target to $56 two days before signing [8], and the stock's 52-week high is $63.80 [8]. At $49.75, the offer cleared the October 15 close by 4.8% [2].

*Chart: **Most of the takeover premium was priced in before Proofpoint signed** Bar chart of Varonis share prices in US dollars: pre-leak June 22 close $32.71, October 15 close $47.34, deal price $49.75, TD Cowen target $56, 52-week high $63.80.*

*US dollars per share. Closes per Yahoo Finance historical prices and quote data; deal price per Seeking Alpha; TD Cowen target per ad-hoc-news citing MarketBeat, an estimate rather than a reported price. [2][5][6][8]*

## 53 times cash flow for a business that loses money

Proofpoint is paying [about 53 times trailing free cash flow and 8.4 times trailing revenue](https://seekingalpha.com/news/4653629-varonis-systems-gains-after-proofpoint-agrees-to-buy-for-4975share-in-cash) [2]. The June quarter brought $180.02 million of revenue, up 18.3% and ahead of consensus, and SaaS annual recurring revenue, the subscription income a software company can count on renewing, of $598.1 million excluding conversions, up 25% [8].

The same quarter lost $46.8 million [9] while converting 22.7% of revenue into operating cash flow [10]. Thoma Bravo has committed equity financing and secured debt commitments, and the Ontario Teachers' Pension Plan is investing in Proofpoint; closing is expected in the first half of 2027, pending shareholder and regulatory approvals [2][3].

*Chart: **Revenue is up 58% in ten quarters, and the quarterly loss never closed** Line chart showing Varonis quarterly revenue rising from $114 million to $180 million across ten quarters while quarterly net income stays negative between about $13 million and $47 million of losses.*

*Quarterly revenue and net income, US$ millions, Q1 2024 through Q2 2026, from Varonis's SEC filings. [9]*

## Growth is the case, churn is the question

The bull case is on the record: 18% revenue growth, 25% SaaS ARR growth, and Proofpoint chief executive [Sumit Dhawan](https://theinference.org/markets/people/sumit-dhawan) [calling data security "the defining priority"](https://cyberscoop.com/proofpoint-acquires-varonis-systems-data-security/) for organizations trying to realize AI's potential [3][8].

The record also carries a [Reddit](https://theinference.org/markets/companies/reddit) thread from a small security team shopping Varonis alternatives over alert fatigue, posts rather than churn data [11]. Bronstein, Gewirtz & Grossman, a shareholder-rights law firm, is [investigating purchases made before February 4, 2025](https://www.accessnewswire.com/newsroom/en/business-and-professional-services/varonis-systems-inc.-vrns-investigation-bronstein-gewirtz-and-gr-1231957) [12]. Third-quarter results are still scheduled for October 27, ahead of the shareholder vote [8].

The rule the pricing supports is plain: take the cash unless the shares trade meaningfully above $49.75 before the vote, which is what a competing bid would look like [2][5]. Thoma Bravo just told the market what the data-security layer costs: 53 times trailing free cash flow [2].

## Takeaway

Proofpoint, owned by Thoma Bravo, is taking Varonis private at $49.75 a share, 52% above the June pre-leak close but just 4.8% over the last close; holders should take the cash unless the shares trade meaningfully above the offer before the vote.

## Sources

1. [Reuters (via MSN), "Thoma Bravo's Proofpoint to buy Varonis Systems in $6.3 billion all-cash deal", 15 October 2026](https://www.msn.com/en-us/money/mergers-and-acquisitions/thoma-bravos-proofpoint-to-buy-varonis-systems-in-6-3-billion-all-cash-deal/ar-AA2ekyeR)
2. [Seeking Alpha, "Varonis Systems gains after Proofpoint agrees to buy for $49.75/share in cash", 15 October 2026](https://seekingalpha.com/news/4653629-varonis-systems-gains-after-proofpoint-agrees-to-buy-for-4975share-in-cash)
3. [CyberScoop, "Proofpoint to buy Varonis for $6.3 billion", 15 October 2026](https://cyberscoop.com/proofpoint-acquires-varonis-systems-data-security/)
4. [SEC EDGAR, Varonis Systems 8-K filing list (merger 8-K filed 15 October 2026), retrieved 15 October 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001361113&type=8-K&dateb=&owner=include&count=10)
5. [Yahoo Finance, Varonis Systems (VRNS) quote, close $47.34 and after-hours $48.65, 15 October 2026](https://finance.yahoo.com/quote/VRNS/)
6. [Yahoo Finance, Varonis Systems (VRNS) historical prices, 18-24 June 2026 (22 June close $32.71), retrieved 15 October 2026](https://finance.yahoo.com/quote/VRNS/history?period1=1781740800&period2=1782259200)
7. [Verdict (via Yahoo Finance), "Proofpoint explores acquisition of data security specialist Varonis", 3 September 2026](https://finance.yahoo.com/technology/articles/proofpoint-explores-acquisition-data-security-090723388.html)
8. [ad-hoc-news, "TD Cowen raises target to USD 56 for Varonis Systems stock", 15 October 2026](https://www.ad-hoc-news.de/boerse/news/nebenwerte/td-cowen-raises-target-to-usd-56-for-varonis-systems-stock/70329317)
9. [Varonis Systems, quarterly figures from its SEC filings, retrieved 15 October 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001361113)
10. [AInvest, "Varonis Rises as Big Money Exits", October 2026](https://www.ainvest.com/news/varonis-rises-big-money-exits-2610/)
11. [Reddit, r/Information_Security, "Varonis alternatives?", October 2026](https://old.reddit.com/r/Information_Security/comments/1x4iy5u/varonis_alternatives/)
12. [ACCESS Newswire, "Varonis Systems, Inc. (VRNS) Investigation: Bronstein, Gewirtz & Grossman", 13 October 2026](https://www.accessnewswire.com/newsroom/en/business-and-professional-services/varonis-systems-inc.-vrns-investigation-bronstein-gewirtz-and-gr-1231957)


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Thoma Bravo pays $6.3 billion for Varonis at $49.75, just 4.8% over the last close — The Inference. Canonical: https://theinference.org/article/thoma-bravo-pays-6-3-billion-for-varonis-at-49-75-just-4-8-over-the-last-close