VRNS Insider Notice: 56,940 Shares (~$3.33M) to Be Sold via Morgan Stanley

Rhea-AI Filing Summary

Notice of Proposed Sale under Rule 144: This Form 144 reports a proposed sale of 56,940 common shares of Varonis Systems, Inc. (VRNS) with an aggregate market value of $3,332,128.80, using Morgan Stanley Smith Barney LLC as broker and an approximate sale date of 08/22/2025. The shares were acquired as Performance Stock Units on 02/29/2024. The filing shows 112,047,109 shares outstanding. The record also lists two 10b5-1 sales by Guy Melamed within the past three months: 42,705 shares sold on 08/13/2025 for $2,465,133.31 and 51,889 shares sold on 08/01/2025 for $2,859,281.08. The filer attests to Rule 10b5-1 representations and confirms no undisclosed material adverse information.

Positive

• Acquisition clearly disclosed: Shares were acquired as Performance Stock Units on 02/29/2024.
• Broker specified: Morgan Stanley Smith Barney LLC is named for the proposed transaction.
• Prior 10b5-1 sales disclosed: Two recent 10b5-1 sales (08/01/2025 and 08/13/2025) with gross proceeds are listed, increasing transparency.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider sale notice: 56,940 shares (~$3.33M) proposed for sale; recent 10b5-1 execution activity shown.

The filing is a standard Form 144 disclosure reporting a proposed sale of common stock by an insider or affiliate. Key facts are the share amount, aggregate market value, acquisition as performance stock units on 02/29/2024, and use of Morgan Stanley Smith Barney as broker. The form also documents recent 10b5-1 sale activity for the named seller on 08/01/2025 and 08/13/2025 with stated proceeds. This provides transparency about insider liquidity events but does not, by itself, convey operational or financial performance information about the issuer.

Corporate Governance / Compliance Analyst

TL;DR: Compliance disclosure appears complete for a Rule 144 notice and references 10b5-1 plan sales; no disclosed material nonpublic information.

The document includes required elements for Rule 144 reporting: class of security, broker, number of shares, market value, outstanding shares, acquisition details, and prior three-month sales records. It states the seller's representation regarding absence of undisclosed material adverse information and references plan adoption/instruction dates related to 10b5-1 activity. The filing reads as a procedural disclosure to satisfy securities-law reporting obligations rather than a material corporate event.

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	56940	3332128.80	112047109	08/22/2025	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	Performance Stock Units	Issuer			56940	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	08/13/2025	42705	2465133.31
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 does the Form 144 filed for Varonis (VRNS) report?

The form reports a proposed sale of 56,940 common shares valued at $3,332,128.80 with an approximate sale date of 08/22/2025.

Who is the broker handling the proposed VRNS sale?

The broker listed is Morgan Stanley Smith Barney LLC, located at 1 New York Plaza, 8th Floor, New York, NY 10004.

When and how were the shares to be sold acquired?

The shares were acquired as Performance Stock Units on 02/29/2024 and the amount reported is 56,940 shares.

Were there recent insider sales reported for VRNS in the past three months?

Yes. The filing lists two 10b5-1 sales for Guy Melamed: 51,889 shares on 08/01/2025 for $2,859,281.08 and 42,705 shares on 08/13/2025 for $2,465,133.31.

How many Varonis shares are outstanding according to this filing?

The filing states there are 112,047,109 shares outstanding.