Varonis (NASDAQ: VRNS) CEO granted 315,674 RSUs and buys stock

Rhea-AI Filing Summary

Varonis Systems CEO Yakov Faitelson reported several equity moves. On February 6, 2026, he received 315,674 restricted stock units, scheduled to vest in four equal annual installments starting on February 26, 2027, each paying out the same number of common shares.

On February 9, 2026, he purchased 26,725 common shares at $22.41 per share for his direct holdings. That same day he gifted 47,000 shares to his spouse and 40,000 shares to an irrevocable trust for his children, where he has no pecuniary interest. His spouse later transferred 31,928 shares into a trust in which he continues to have a pecuniary interest.

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)
02/06/2026

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		315,674(1)	A	$0	2,158,662	D
Common Stock, par value $0.001 per share	02/09/2026		P		26,725	A	$22.41	2,185,387	D
Common Stock, par value $0.001 per share	02/09/2026		G		87,000(2)	D	$0	2,098,387	D
Common Stock, par value $0.001 per share	02/09/2026		G		47,000(2)	A	$0	83,869	I	By Spouse
Common Stock, par value $0.001 per share	02/09/2026		G		31,928	A	(3)	285,312	I	By 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. 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.

2. On February 9, 2026, the reporting person made a gift of (i) 47,000 shares to his spouse and (ii) 40,000 shares to an irrevocable trust held for the benefit of his children. The reporting person is not the trustee and neither he nor any of the beneficiaries will have the power to control the investments of the irrevocable trust. As such, the reporting person has no reportable pecuniary interest in the shares held by the trust.

3. Represents a transfer by the reporting person's spouse of shares into a trust. The reporting person continues to have a pecuniary interest of the shares in the trust.

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 transactions did VRNS CEO Yakov Faitelson report on this Form 4?

Yakov Faitelson reported a grant of 315,674 restricted stock units, a purchase of 26,725 Varonis Systems common shares at $22.41, and several non-cash gifts and transfers involving shares held directly, by his spouse, and by related trusts.

How do the 315,674 RSUs granted to VRNS CEO Faitelson vest?

The 315,674 restricted stock units vest in four equal annual installments. Vesting occurs on the last calendar day of February each year, beginning February 26, 2027, with an equal number of Varonis Systems common shares delivered at each installment.

What common stock purchase did VRNS CEO make on February 9, 2026?

On February 9, 2026, Yakov Faitelson purchased 26,725 shares of Varonis Systems common stock. The shares were acquired at a price of $22.41 per share and are held directly, increasing his direct ownership position after the transaction.

What share gifts and trust transfers involving VRNS stock were reported?

On February 9, 2026, Faitelson gifted 47,000 shares to his spouse and 40,000 shares to an irrevocable trust for his children. He has no pecuniary interest in the irrevocable trust shares, while he retains pecuniary interest in shares later moved by his spouse into another trust.

Does the VRNS CEO retain an economic interest in all shares transferred to trusts?

No. For the irrevocable trust benefiting his children, Faitelson is not trustee and lacks investment control, so he has no reportable pecuniary interest in its shares. He continues to have a pecuniary interest in shares held in the separate trust that received stock from his spouse.

What roles does Yakov Faitelson hold at Varonis Systems (VRNS)?

The reporting person, Yakov Faitelson, serves simultaneously as CEO, President, and Chairman of Varonis Systems, Inc. He is also a director of the company, as indicated by the Form 4 relationship section for the reporting person.