Varonis (VRNS) Rule 144 Notice — 100k RSU Shares, $5.85M Planned Sale

Rhea-AI Filing Summary

Varonis Systems, Inc. (VRNS) notice reports a proposed sale of 100,000 shares of common stock through Morgan Stanley Smith Barney LLC on NASDAQ, with an aggregate market value of $5,852,000 and 112,047,109 shares outstanding. The securities were acquired as restricted stock units on 02/29/2024 and payment/settlement is recorded as N/A. The filer reports no sales in the past three months and includes a representation about absence of undisclosed material adverse information.

Positive

• Complete disclosure of key sale elements: class, broker, number of shares, aggregate value, acquisition date, and sale date are all provided
• No sales in past three months, indicating this is not part of rapid prior liquidations

Negative

• Materiality of sale: 100,000 shares valued at $5.85M is non-trivial though represents ~0.09% of outstanding shares
• No date of notice or signature details are present in the provided content, limiting confirmation of filing execution

Insights

Securities/Fundamental Analyst

TL;DR: Insider plans a sizeable sale (100k shares, $5.85M) from 2024 RSUs; transaction is routine disclosure under Rule 144.

The filing documents a planned sale of 100,000 common shares acquired as restricted stock units on 02/29/2024, executed via Morgan Stanley Smith Barney LLC with an approximate sale date of 08/22/2025. The disclosed aggregate value ($5,852,000) relative to outstanding shares (112,047,109) is modest in percentage terms (~0.09%). No prior sales in the past three months are reported, suggesting this is not part of an ongoing rapid liquidation. This is a standard Rule 144 notice aimed at complying with resale conditions for restricted securities.

Compliance/Corporate Governance Expert

TL;DR: Filing appears procedurally complete for Rule 144: acquisition, broker, sale date, and representation are disclosed.

The form identifies the broker, class, acquisition method (RSUs), acquisition date, and planned sale date, and includes the required representation about material nonpublic information and a signature attestation. The absence of sales in the prior three months is noted. From a compliance perspective, the notice provides the key elements regulators expect for a Rule 144 resale notice, subject to confirmation of any internal trading plans not disclosed here.

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	100000	5852000.00	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	Restricted Stock Units	Issuer			100000	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

Nothing to Report

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 VRNS Form 144 disclose about the planned sale?

The filing discloses a proposed sale of 100,000 common shares via Morgan Stanley Smith Barney LLC on NASDAQ with an aggregate market value of $5,852,000 and an approximate sale date of 08/22/2025.

How were the shares in the VRNS Form 144 acquired?

The shares were acquired as Restricted Stock Units on 02/29/2024 from the issuer, totaling 100,000 shares.

Does the VRNS Form 144 report recent sales by the filer?

No. The filing states "Nothing to Report" for securities sold during the past three months.

Which broker is handling the proposed VRNS share sale?

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

What representation does the filer make about material information?

The filer represents they do not know any material adverse information regarding the issuer that has not been publicly disclosed.