Varonis Systems (VRNS) SVP earns 23,011 performance-based shares

Rhea-AI Filing Summary

Varonis Systems SVP Greg Pomeroy reported an equity award of 23,011 common shares on February 2, 2026, recorded at a price of $0 per share. These shares were earned under performance-vesting restricted stock units (the 2025 PSUs) tied to 2025 fiscal year goals.

The compensation committee certified achievement of the performance goals on February 2, 2026. The 2025 PSUs will vest, and an equal number of shares will be delivered, in three equal annual installments on the last calendar day of February starting on February 27, 2026, conditional on Pomeroy’s continued employment. After this award, he beneficially owns 238,393 common shares, including 238 shares purchased under the 2015 Employee Stock Purchase Plan.

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^*

Pomeroy Greg

(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)
	SVP, Worldwide Sales

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		23,011(1)	A	$0	238,393(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 238 shares of Common Stock purchased under the Issuer's 2015 Employee Stock Purchase Plan.

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 VRNS executive Greg Pomeroy report?

Greg Pomeroy reported an award of 23,011 Varonis Systems common shares at $0 per share. The shares were earned under 2025 performance-vesting restricted stock units and reflect equity compensation rather than an open-market purchase or sale.

How were Greg Pomeroy’s 23,011 VRNS shares earned?

The 23,011 shares were earned for no consideration under 2025 performance-vesting restricted stock units. These units were granted under Varonis Systems’ Amended and Restated 2023 Omnibus Equity Incentive Plan and became earned after 2025 performance goals were certified as achieved.

When will Greg Pomeroy’s 2025 PSUs in Varonis Systems vest?

The 2025 PSUs will vest in three equal annual installments on the last calendar day of February. Vesting begins on February 27, 2026, and each installment requires Greg Pomeroy to remain employed through the relevant vesting date.

How many Varonis Systems shares does Greg Pomeroy own after this Form 4?

Following the reported transaction, Greg Pomeroy beneficially owns 238,393 Varonis Systems common shares. This total includes 238 shares acquired through the company’s 2015 Employee Stock Purchase Plan in addition to the newly earned performance-based shares.

What is the nature of Greg Pomeroy’s role at Varonis Systems (VRNS)?

Greg Pomeroy serves as an officer of Varonis Systems with the title Senior Vice President, Worldwide Sales. His Form 4 reflects equity compensation associated with this executive role rather than a transaction by a director or 10% owner.

Are Greg Pomeroy’s newly earned VRNS shares immediately delivered?

The newly earned shares correspond to 2025 PSUs and are not all delivered immediately. An equal number of shares will be delivered in three annual installments, each on the last calendar day of February, starting February 27, 2026, subject to continued employment.