Varonis Systems (VRNS) CEO earns 162,460 performance-based shares at no cost

Rhea-AI Filing Summary

Varonis Systems CEO Yakov Faitelson reported a stock award tied to performance goals. On February 2, 2026, he acquired 162,460 shares of common stock at no cost, earned from 2025 performance-vesting restricted stock units granted under the company’s 2023 Omnibus Equity Incentive Plan.

The 2025 performance stock units will vest on February 29, 2028, if he remains employed through that date. After this award, he directly holds 1,842,988 common shares, with additional indirect holdings of 253,384 shares through a trust and 36,869 shares through his spouse.

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
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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)
02/02/2026

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	02/02/2026		A(1)		162,460	A	$0	1,842,988	D
Common Stock, par value $0.001 per share								253,384	I	By Trust
Common Stock, par value $0.001 per share								36,869	I	By Spouse

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 shares earned by the reporting person for no consideration under certain performance-vesting restricted stock units (the "2025 PSUs"), which were granted to the reporting person pursuant to the Issuer's Amended and Restated 2023 Omnibus Equity Incentive Plan. The 2025 PSUs were earned subject to the satisfaction of certain performance goals for the 2025 fiscal year, the performance of which was certified by the Issuer's compensation committee on February 2, 2026. The 2025 PSUs will vest on February 29, 2028, subject to the reporting person's continued employment through such date.

Remarks:

	s/ Dov Gottlieb as attorney-in-fact	02/04/2026
	** 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 Yakov Faitelson?

Varonis Systems reported that CEO Yakov Faitelson acquired 162,460 common shares on February 2, 2026. These shares were received for no cash consideration, earned from performance-vesting restricted stock units linked to 2025 performance goals under the company’s amended 2023 equity incentive plan.

How did Yakov Faitelson receive the 162,460 Varonis (VRNS) shares?

He received 162,460 common shares for no consideration, earned under 2025 performance-vesting restricted stock units. Those units were granted pursuant to Varonis Systems’ Amended and Restated 2023 Omnibus Equity Incentive Plan and were earned based on certified 2025 fiscal year performance goals.

When do Yakov Faitelson’s 2025 performance stock units in Varonis (VRNS) vest?

The 2025 performance-vesting restricted stock units will vest on February 29, 2028. Vesting is contingent on Yakov Faitelson’s continued employment with Varonis Systems through that date, even though the performance goals for the 2025 fiscal year have already been certified as achieved.

What are Yakov Faitelson’s Varonis (VRNS) shareholdings after the reported transaction?

After the transaction, Yakov Faitelson directly holds 1,842,988 Varonis common shares. He also has indirect beneficial ownership of 253,384 shares held by a trust and 36,869 shares held by his spouse, according to the Form 4 disclosure details.

What performance period is tied to Varonis (VRNS) CEO’s 2025 PSUs?

The 2025 performance-vesting restricted stock units are tied to performance goals for the 2025 fiscal year. Varonis Systems’ compensation committee certified that these goals were satisfied on February 2, 2026, which allowed the related 162,460 earned shares to be credited to Yakov Faitelson.

Under which plan were Yakov Faitelson’s 2025 PSUs at Varonis (VRNS) granted?

The 2025 performance-vesting restricted stock units were granted under Varonis Systems’ Amended and Restated 2023 Omnibus Equity Incentive Plan. This plan governs the equity awards, including the PSUs that ultimately resulted in 162,460 shares being earned by Yakov Faitelson for no consideration.