Varonis files Form 144 for 42,705 common shares on NASDAQ

Rhea-AI Filing Summary

Varonis Systems filed a Form 144 notifying a proposed sale of 42,705 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $2,427,352.20. The filing lists 112,047,109 shares outstanding and an approximate sale date of 08/13/2025.

The securities were acquired as Restricted Stock Units on 02/29/2024. The notice also records a prior 10b5-1 sale for Guy Melamed of 51,889 shares on 08/01/2025 with gross proceeds of $2,859,281.08. The filing includes the standard seller representation regarding undisclosed material information and references Rule 10b5-1 plan considerations.

Insights

Securities Analyst

TL;DR: Routine insider sale notice of 42,705 shares (~$2.43M); prior 10b5-1 sale noted; impact appears neutral.

The Form 144 shows a proposed disposal of 42,705 common shares valued at $2,427,352.20 via Morgan Stanley Smith Barney LLC with an approximate sale date of 08/13/2025. The filing states 112,047,109 shares outstanding and that the securities were acquired as Restricted Stock Units on 02/29/2024. A prior 10b5-1 sale of 51,889 shares on 08/01/2025 is recorded. Based solely on this disclosure, the item appears to be a compliance notice rather than new operating information.

Corporate Governance Expert

TL;DR: Filing documents insider transaction under broker and mentions Rule 10b5-1, indicating procedural compliance with disclosure rules.

The notice names Morgan Stanley Smith Barney LLC as the executing broker and includes language about Rule 10b5-1 plan adoption and the seller's certification of no undisclosed material information. The securities were sourced from Restricted Stock Units granted on 02/29/2024, and the filing also records a recent 10b5-1 sale. From a governance perspective, the record shows adherence to required insider disclosure and trading-plan documentation.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	42705	2427352.20	112047109	08/13/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/29/2024	Restricted Stock Units	Issuer			42705	02/29/2024	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for GUY MELAMED 801 Brickell Avenue Miami FL 33131	Common	08/01/2025	51889	2859281.08

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did Varonis (VRNS) disclose in the Form 144?

The filing notifies a proposed sale of 42,705 common shares valued at $2,427,352.20 via Morgan Stanley Smith Barney LLC, with an approximate sale date of 08/13/2025.

How were the shares to be sold acquired?

The securities were acquired as Restricted Stock Units on 02/29/2024, and the amount reported for this acquisition is 42,705 shares.

Does the filing show any recent insider sales for VRNS?

Yes. The filing records a 10b5-1 sale by Guy Melamed of 51,889 shares on 08/01/2025 with gross proceeds of $2,859,281.08.

Which broker is named for the proposed sale?

The broker named in the Form 144 is Morgan Stanley Smith Barney LLC (Executive Financial Services, 1 New York Plaza 8th Floor New York NY 10004).

Does the filing include any certification or remarks about undisclosed information?

Yes. The notice includes the seller's representation that they do not know any material adverse information about the issuer that has not been publicly disclosed and references Rule 10b5-1 trading-plan language.