[Form 4] Varonis Systems, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider sale by Varonis CFO/COO under 10b5-1 plan. Guy Melamed, who serves as Chief Financial Officer and Chief Operating Officer, reported a sale of 42,705 shares of Varonis Systems, Inc. (VRNS) on 08/13/2025 at a weighted average price of $57.72 per share. The filing states the sale was made pursuant to a Rule 10b5-1 trading plan adopted in 2024. After this transaction, Melamed beneficially owned 427,897 shares. The Form 4 was signed by an attorney-in-fact on behalf of Melamed and was filed as an individual report.

Positive

• Sale executed under a documented Rule 10b5-1 trading plan, which supports compliance and reduces signaling risk
• Timely Form 4 disclosure with detailed weighted-average price range and post-transaction holdings

Negative

• Insider holdings decreased by 42,705 shares, reducing the reporting person’s stake from 470,602 to 427,897 shares
• Sale represents approximately 9.1% of the reporting person's pre-sale holdings, which may attract investor attention

Insights

Financial Analyst

TL;DR Insider sale under a pre-established plan; routine disclosure with limited immediate market implications.

The reported sale of 42,705 shares at a weighted average price of $57.72 was executed under a Rule 10b5-1 plan adopted in 2024, which reduces the likelihood this transaction reflects new insider information. The officer's remaining beneficial ownership of 427,897 shares is material to governance but does not, by itself, indicate a change in company fundamentals. This is a standard Section 16 disclosure and should be considered routine unless followed by additional filings or company-specific news.

Corporate Governance Expert

TL;DR Sale complies with 10b5-1 procedures; transparency is positive, though share count decreased.

The Form 4 documents a compliant execution through a documented trading plan, which is best practice for insiders to avoid appearance of opportunistic trading. The filing was properly signed by an attorney-in-fact and reports precise amounts and price range in the explanation. From a governance perspective, the disclosure meets regulatory expectations and preserves the affirmative defense under Rule 10b5-1.

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).

X

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)
08/13/2025

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	08/13/2025		S(1)		42,705	D	$57.72(2)	427,897	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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.50 to $57.99, inclusive. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer, or a shareholder of the Issuer full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Dov Gottlieb, as attorney-in-fact for Guy Melamed	08/15/2025
	** 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

Who reported the transaction in the VRNS Form 4?

The transaction was reported by Guy Melamed, who is listed as CFO and COO of Varonis Systems, Inc.

What shares were sold according to the VRNS Form 4?

42,705 shares of the issuer's common stock were sold on 08/13/2025 at a weighted average price of $57.72.

Was the sale part of a 10b5-1 trading plan for VRNS?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in 2024.

How many VRNS shares does the insider own after the reported sale?

Following the reported transaction, the reporting person beneficially owned 427,897 shares.

Who signed the Form 4 for Guy Melamed?

The Form 4 was signed on behalf of Guy Melamed by Dov Gottlieb, as attorney-in-fact.