Varonis (VRNS) CEO settles tax bill with 369,576 withheld shares

Rhea-AI Filing Summary

Varonis Systems CEO Yakov Faitelson had 369,576 shares of common stock withheld at $23.10 per share to satisfy tax withholding on vested restricted and performance stock units, rather than selling shares in the market. After this tax-withholding disposition, he directly owns 1,509,180 shares and indirectly holds additional shares through a trust, spouse, and a grantor retained annuity trust.

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

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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^*

Faitelson Yakov

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, President, Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		369,576(1)	D	$23.1	1,509,180(2)	D
Common Stock, par value $0.001 per share								285,312	I	By Trust
Common Stock, par value $0.001 per share								83,869	I	By Spouse
Common Stock, par value $0.001 per share								220,071(3)	I	By grantor retained annuity trust

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. No shares were sold. Shares withheld by Varonis to satisfy tax withholding requirements on vesting of restricted stock units and performance vesting units.

2. Includes 440 shares of Common Stock purchased under the Issuer's 2025 Employee Stock Purchase Plan.

3. Reflects the Reporting Persons contribution of 220,071 shares of the Issuers common stock to a grantor retained annuity trust since the date of the Reporting Persons last filed Form 4, which contribution was exempt under Rule 16a-13. These shares were previously reported as directly beneficially owned.

Remarks:

	s/ Dov Gottlieb as attorney-in-fact	03/03/2026
	** 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).
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FAQ

What insider transaction did Varonis (VRNS) report for CEO Yakov Faitelson?

Varonis reported a tax-withholding disposition by CEO Yakov Faitelson. On the vesting of restricted and performance stock units, 369,576 shares were withheld at $23.10 per share to cover tax obligations, with no open-market share sales taking place.

Did the Varonis (VRNS) CEO sell shares in the latest Form 4 filing?

No, the Varonis CEO did not sell shares in the market. The Form 4 states that no shares were sold; instead, shares were withheld by Varonis to satisfy tax withholding requirements related to vesting equity awards.

How many Varonis (VRNS) shares were used to cover CEO tax withholding?

A total of 369,576 Varonis shares were withheld to cover taxes. These common shares were valued at $23.10 each and were applied to satisfy tax withholding on the vesting of restricted stock units and performance vesting units granted to the CEO.

How many Varonis (VRNS) shares does CEO Yakov Faitelson own after the transaction?

After the transaction, the CEO directly owns 1,509,180 shares. The Form 4 also reports indirect ownership of 285,312 shares by a trust, 83,869 shares by his spouse, and 220,071 shares held in a grantor retained annuity trust.

What indirect Varonis (VRNS) holdings are reported for the CEO in the Form 4?

The CEO reports several categories of indirect ownership in Varonis shares. These include shares held "By Trust," shares held "By Spouse," and shares held "By grantor retained annuity trust," with each category disclosed as indirect ownership in the filing.

What does transaction code F mean in the Varonis (VRNS) Form 4?

Transaction code F indicates a tax-related disposition of shares. In this case, it represents payment of a tax liability by delivering Varonis common stock, aligning with the footnote that states shares were withheld to satisfy tax withholding on vested stock units.