EVP David Bass of Varonis (NASDAQ: VRNS) receives stock units, buys shares

Rhea-AI Filing Summary

Varonis Systems executive David Bass reported new equity awards and a share purchase. On February 6, 2026, he received 169,095 restricted stock units, which will vest in four equal annual installments on the last day of February starting February 26, 2027. On February 9, 2026, he purchased 2,980 shares of common stock at $23.47 per share. Following these transactions, he beneficially owned 1,042,924 shares of Varonis common stock 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
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^*

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)
02/06/2026

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		169,095(1)	A	$0	1,039,944	D
Common Stock, par value $0.001 per share	02/09/2026		P		2,980	A	$23.47	1,042,924	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 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.

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 David Bass report for Varonis Systems (VRNS)?

David Bass reported a grant of 169,095 restricted stock units and a purchase of 2,980 Varonis shares at $23.47 each. After these February 2026 transactions, he directly beneficially owned 1,042,924 shares of Varonis common stock.

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

After the reported transactions, David Bass beneficially owned 1,042,924 shares of Varonis common stock. This total reflects both the 169,095 restricted stock units granted on February 6, 2026 and the 2,980 shares purchased on February 9, 2026.

What are the terms of David Bass’s restricted stock units at Varonis (VRNS)?

David Bass received 169,095 restricted stock units on February 6, 2026. These units vest in four equal annual installments, with shares delivered on the last calendar day of February, beginning on February 26, 2027 and continuing in subsequent years.

At what price did David Bass buy Varonis (VRNS) shares in February 2026?

On February 9, 2026, David Bass purchased 2,980 shares of Varonis common stock at $23.47 per share. This reported open-market purchase increased his direct beneficial ownership to a total of 1,042,924 shares after the transaction.

What role does David Bass hold at Varonis Systems (VRNS)?

David Bass serves as Executive Vice President, Engineering and Chief Technology Officer at Varonis Systems. His Form 4 filing reflects equity compensation and a personal share purchase consistent with his position as a senior officer of the company.

How do the Varonis (VRNS) restricted stock units convert into common shares?

Each restricted stock unit granted to David Bass represents a right to receive one share of Varonis common stock. The 169,095 units will convert into an equal number of shares as they vest in four equal annual installments beginning February 26, 2027.