Varonis (VRNS) CTO awarded 63,735 performance-based common shares

Rhea-AI Filing Summary

Varonis Systems executive David Bass reported an equity award tied to 2025 performance goals. On February 2, 2026, he acquired 63,735 shares of common stock at a price of $0.00, earned from performance-vesting restricted stock units granted under the company’s 2023 Omnibus Equity Incentive Plan.

The 2025 PSUs were earned after the compensation committee certified achievement of 2025 fiscal year performance goals. These units will vest, and an equal number of shares will be delivered, in three equal annual installments on the last calendar day of February beginning on February 27, 2026, contingent on his continued employment. Following this award, Bass beneficially owns 870,849 shares 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
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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^*

Bass David

(Last) (First) (Middle)

C/O VARONIS SYSTEMS, INC.

1250 BROADWAY, 28TH FLOOR

(Street)

NEW YORK NY 10001

(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)
	EVP Engineering & CTO

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		63,735(1)	A	$0	870,849	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 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. Such 2025 PSUs will vest, and an equal number of shares of common stock will be deliverable to the reporting person, in three equal annual installments upon the last calendar day of the month of February beginning on February 27, 2026, 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 David Bass report at Varonis Systems (VRNS)?

David Bass reported acquiring 63,735 shares of Varonis Systems common stock for $0.00 on February 2, 2026. These shares were earned from performance-vesting restricted stock units linked to 2025 results under the company’s Amended and Restated 2023 Omnibus Equity Incentive Plan.

How many Varonis (VRNS) shares did David Bass receive and at what price?

David Bass received 63,735 shares of Varonis Systems common stock at a price of $0.00 per share. The shares were earned by satisfying 2025 performance goals tied to performance-vesting restricted stock units granted under the company’s 2023 Omnibus Equity Incentive Plan.

What are the 2025 PSUs mentioned in David Bass’s Varonis (VRNS) Form 4?

The 2025 PSUs are performance-vesting restricted stock units granted to David Bass under Varonis’s Amended and Restated 2023 Omnibus Equity Incentive Plan. They were earned after 2025 fiscal year performance goals were satisfied and certified by the compensation committee on February 2, 2026.

What is the vesting schedule for David Bass’s 2025 PSUs at Varonis (VRNS)?

The earned 2025 PSUs will vest in three equal annual installments. Vesting occurs on the last calendar day of February, beginning on February 27, 2026, with an equal number of shares of common stock delivered each year, subject to David Bass’s continued employment.

How many Varonis (VRNS) shares does David Bass own after this Form 4 transaction?

After the reported transaction, David Bass beneficially owns 870,849 shares of Varonis Systems common stock directly. This total reflects the addition of the 63,735 shares earned from the 2025 performance-vesting restricted stock units reported on the February 2, 2026 transaction.

What role does David Bass hold at Varonis Systems (VRNS) according to the Form 4?

According to the Form 4, David Bass serves as Executive Vice President Engineering and Chief Technology Officer at Varonis Systems. The filing classifies him as an officer of the company and reports his equity compensation tied to performance-based stock units for the 2025 fiscal year.