Varonis Systems (VRNS) SVP receives 75,056 restricted stock units

Rhea-AI Filing Summary

Varonis Systems granted its SVP of Worldwide Sales, Greg Pomeroy, 75,056 shares of common stock in the form of restricted stock units on February 6, 2026, at a price of $0 per share.

These restricted stock units vest in four equal annual installments on the last calendar day of February, beginning on February 26, 2027. Following this award, Pomeroy beneficially owns 313,449 shares of Varonis common stock directly.

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).

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^*

Pomeroy Greg

(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)
	SVP, Worldwide Sales

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		A		75,056(1)	A	$0	313,449	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. Represents restricted stock units granted to the reporting person on February 6, 2026. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, in four equal (annual) installments upon the last calendar day of the month of February beginning on February 26, 2027.

Remarks:

	/s/ Dov Gottlieb, as attorney-in-fact	02/10/2026
	** 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 insider transaction did Varonis Systems (VRNS) report for Greg Pomeroy?

Varonis Systems reported that SVP of Worldwide Sales Greg Pomeroy received 75,056 restricted stock units of common stock on February 6, 2026 at $0 per share. This is an equity compensation grant rather than an open-market stock purchase or sale.

How do the 75,056 restricted stock units for VRNS SVP vest over time?

The 75,056 restricted stock units granted to the Varonis SVP vest in four equal annual installments. Vesting occurs on the last calendar day of February each year, starting on February 26, 2027, with shares delivered as they vest.

How many Varonis Systems (VRNS) shares does Greg Pomeroy own after this grant?

After receiving the new restricted stock unit grant, Greg Pomeroy beneficially owns 313,449 shares of Varonis Systems common stock. This figure reflects his direct ownership immediately following the February 6, 2026 equity award transaction.

Was the VRNS insider equity award a purchase, sale, or grant of shares?

The transaction for Varonis Systems SVP Greg Pomeroy was a grant of restricted stock units, coded as an acquisition at $0 per share. It did not involve an open-market buy or sell of existing common shares.

What type of security was granted to the Varonis Systems (VRNS) executive?

The Varonis Systems executive received restricted stock units that will settle in an equal number of common stock shares. These units convert into Varonis common shares as they vest over four annual installments beginning February 26, 2027.