Varonis (VRNS) CFO and COO Guy Melamed awarded 70,967 performance-based shares

Rhea-AI Filing Summary

Varonis Systems CFO and COO Guy Melamed reported the acquisition of 70,967 shares of Varonis Systems common stock on February 2, 2026. These shares were earned for no cash consideration under performance-vesting restricted stock units tied to 2025 fiscal-year goals.

After this award, Melamed beneficially owns 483,303 shares of common stock, held directly. This total includes 231 shares previously purchased under Varonis Systems’ 2015 Employee Stock Purchase Plan. The earned performance stock units will vest in three equal annual installments beginning on February 27, 2026, subject to his continued employment.

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^*

Melamed Guy

(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)
	CFO and COO

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		70,967(1)	A	$0	483,303(2)	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.

2. Includes 231 shares of Common Stock purchased under the Issuer's 2015 Employee Stock Purchase Plan.

Remarks:

	/s/ Dov Gottlieb, as attorney-in-fact for Guy Melamed	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 VRNS CFO Guy Melamed report on this Form 4?

Guy Melamed reported acquiring 70,967 shares of Varonis Systems common stock. The shares were earned for no cash consideration under performance-vesting restricted stock units linked to 2025 goals, with future delivery dependent on continued employment over a multi-year vesting schedule.

How many Varonis Systems (VRNS) shares does Guy Melamed own after this transaction?

After the reported transaction, Guy Melamed beneficially owns 483,303 shares of Varonis Systems common stock. This figure reflects his direct holdings and includes 231 shares acquired through the company’s 2015 Employee Stock Purchase Plan, as disclosed in the Form 4 footnotes.

What are the terms of the 2025 performance-vesting RSUs reported by VRNS?

The 70,967 shares were earned under 2025 performance-vesting restricted stock units, granted under Varonis’ Amended and Restated 2023 Omnibus Equity Incentive Plan. They were earned upon meeting 2025 performance goals certified on February 2, 2026, and vest in three equal annual installments starting February 27, 2026.

Did Guy Melamed pay cash for the 70,967 VRNS shares reported?

No, Guy Melamed did not pay cash for these shares. They were earned for no consideration under performance-vesting restricted stock units, based on the achievement of specified performance goals for Varonis Systems’ 2025 fiscal year, as confirmed by the compensation committee.

Is the VRNS Form 4 transaction a purchase or equity award for the CFO?

The transaction reflects an equity award, not an open-market purchase. The 70,967 shares were earned through performance-vesting restricted stock units granted under Varonis Systems’ equity incentive plan, following certification that 2025 performance conditions had been satisfied by the company.