Varonis director receives 7,224-share stock award

VARONIS SYSTEMS INC director Thomas F. Mendoza received an equity award rather than trading shares in the market.

Rhea-AI Filing Summary

VARONIS SYSTEMS INC director Thomas F. Mendoza received an equity award rather than trading shares in the market. On April 30, 2026, he acquired 7,224 restricted stock units as a compensation grant, with no cash price per share. These units will vest, and an equal number of common shares will be delivered, on May 31, 2027. Following this award, he holds 72,425 shares of common stock directly. This filing reflects routine director compensation, not an open-market purchase or sale.

Insider Trade Summary

Grant/Award: 7,224 shares

Grant/Award 1 txn

Insider MENDOZA THOMAS F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001 per share	7,224	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.001 per share — 72,425 shares (Direct)

Footnotes (1)

1. F1. Represents restricted stock units granted to the reporting person on April 30, 2026. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, on May 31, 2027.

Key Figures

RSU grant size: 7,224 units Grant price: $0.00 per share Shares after transaction: 72,425 shares +2 more

5 metrics

RSU grant size 7,224 units Restricted stock units granted April 30, 2026

Grant price $0.00 per share Equity compensation grant, not open-market purchase

Shares after transaction 72,425 shares Common stock directly held after the award

Vesting date May 31, 2027 Date when RSUs vest and shares are deliverable

Security type Common Stock, $0.001 par Underlying security for the RSU award

Key Terms

restricted stock units, vest, grant, award, or other acquisition, Common Stock, par value $0.001 per share

4 terms

restricted stock units financial

"Represents restricted stock units granted to the reporting person on April 30, 2026."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vest financial

"Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Common Stock, par value $0.001 per share financial

"security_title: Common Stock, par value $0.001 per share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Varonis Systems (VRNS) report for Thomas F. Mendoza?

Varonis Systems reported that director Thomas F. Mendoza received 7,224 restricted stock units as an equity grant. The award was priced at $0.00 per unit, reflecting compensation rather than a market purchase, and increased his direct holdings to 72,425 common shares after the grant.

Are the 7,224 units granted to the Varonis (VRNS) director immediately tradable shares?

No, the 7,224 units are restricted stock units that convert into shares later. They will vest on May 31, 2027, at which time an equal number of Varonis common shares will be delivered to Thomas F. Mendoza, subject to continued service or applicable conditions.

When will the new equity award for the Varonis (VRNS) director vest?

The restricted stock units granted to Thomas F. Mendoza on April 30, 2026 will fully vest on May 31, 2027. On that vesting date, he will receive an equal number of Varonis common shares, assuming the vesting conditions are satisfied at that time.

Did the Varonis (VRNS) director buy or sell shares on the open market?

The filing shows no open-market buying or selling by the director. Instead, Thomas F. Mendoza acquired 7,224 restricted stock units as a grant with a $0.00 price per unit, representing stock-based compensation rather than a discretionary market transaction.

How many Varonis (VRNS) shares does Thomas F. Mendoza hold after this Form 4?

After the reported equity grant, Thomas F. Mendoza directly holds 72,425 Varonis common shares. This figure reflects his position following the award of 7,224 restricted stock units, which themselves will convert into shares when they vest on May 31, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 06:52 PM EDT Learn about SEC filing dates

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^*

MENDOZA THOMAS F

(Last) (First) (Middle)

C/O VARONIS SYSTEMS, INC.

801 BRICKELL AVE.

(Street)

MIAMI FLORIDA 33131

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/30/2026		A		7,224(1)	A	$0	72,425	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 restricted stock units granted to the reporting person on April 30, 2026. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, on May 31, 2027.

Remarks:

	s/ Dov Gottlieb as attorney-in-fact	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)