[Form 4] Varonis Systems, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Guy Melamed, identified as CFO and COO of Varonis Systems, Inc. (VRNS), reported two sales of common stock under a Rule 10b5-1 trading plan. On 08/28/2025 he sold 3,892 shares at a weighted average price of $59.52, leaving him with 413,605 shares. On 08/29/2025 he sold 1,500 shares at a weighted average price of $59.59, leaving 412,105 shares beneficially owned.

The filing states the trades were executed pursuant to a 10b5-1 plan adopted in 2024 and discloses weighted average price ranges for the transactions. The form is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-established trading intent rather than opportunistic insider timing.
• Reporting includes weighted-average price ranges and an undertaking to supply per-price details on request, supporting transparency.

Negative

• Insider sold 5,392 shares across two days, reducing beneficial ownership from 413,605 to 412,105 shares, which may be perceived negatively by some investors.

Insights

Financial Analyst

TL;DR Insider sold a small portion of holdings under a pre-established 10b5-1 plan; remaining stake remains large.

The reported transactions consist of 5,392 shares sold across two days for weighted average prices near $59.50–$59.69, reducing beneficial ownership from 418,497 (implicit) to 412,105 shares. Sales executed under a 2024 Rule 10b5-1 plan indicate pre-arranged disposition rather than ad hoc liquidation. For investors, these are routine insider sales and do not, by themselves, provide evidence of company-specific negative information. The filing includes undertaking to provide detailed per-price breakdowns on request, which supports transparency.

Corporate Governance Expert

TL;DR Disclosure follows standard practices: 10b5-1 plan cited and attorney-in-fact signature present.

The Form 4 properly identifies the reporting person, relationship to issuer (Officer, CFO and COO), transaction dates, codes and weighted-average prices, and documents that the sale was pursuant to a 10b5-1 plan adopted in 2024. The explicit offer to provide per-price sale details on request aligns with good disclosure practice. No amendments or additional executive actions are disclosed in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Melamed Guy

(Last) (First) (Middle)

C/O VARONIS SYSTEMS, INC.

801 BRICKELL AVE.

(Street)

MIAMI FL 33131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VARONIS SYSTEMS INC [ VRNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and COO

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	08/28/2025		S(1)		3,892	D	$59.52(2)	413,605	D
Common Stock, par value $0.001 per share	08/29/2025		S(1)		1,500	D	$59.59(3)	412,105	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.50 to $59.60, inclusive. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer, or a shareholder of the Issuer full information regarding the number of shares sold at each separate price.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.50 to $59.69, inclusive. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer, or a shareholder of the Issuer full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Dov Gottlieb, as attorney-in-fact for Guy Melamed	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Guy Melamed report on Form 4 for VRNS?

He sold 3,892 shares on 08/28/2025 at a weighted average price of $59.52 and 1,500 shares on 08/29/2025 at a weighted average price of $59.59.

Were the sales by the VRNS officer part of a pre-arranged plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in 2024.

How many VRNS shares did Guy Melamed own after the reported transactions?

Following the 08/28/2025 sale he beneficially owned 413,605 shares; after the 08/29/2025 sale he beneficially owned 412,105 shares.

Does the Form 4 provide exact per-transaction prices for the sales?

No. The filing provides weighted average prices and price ranges and states the reporting person will provide full per-price details upon request by the SEC, issuer, or a shareholder.

Who signed the Form 4 filing for Guy Melamed?

The form was signed by Dov Gottlieb as attorney-in-fact for Guy Melamed on 09/02/2025.