Varonis Systems Form 4: Insider Sale Cuts Holdings to 470k Shares

Rhea-AI Filing Summary

Varonis Systems (VRNS) Form 4 – Insider Transaction

Chief Financial & Operating Officer Guy Melamed sold 51,889 common shares on 08/01/2025 under a pre-arranged Rule 10b5-1 plan. The shares were disposed at a weighted-average price of $55.10 (range $55.01–$55.24), generating proceeds of roughly $2.9 million. Following the sale, Melamed’s direct ownership stands at 470,602 shares.

No derivative securities were involved and no acquisitions were reported. The filing signals a reduction of approximately 10% of Melamed’s prior direct stake, yet he retains a sizeable position. Because the transaction was executed through a 10b5-1 program, it was scheduled in advance and may not reflect current views on VRNS valuation.

Positive

• None.

Negative

• CFO & COO Guy Melamed sold 51,889 VRNS shares (~$2.9 m), reducing his direct stake to 470,602 shares.

Insights

Equity Analyst

TL;DR: Planned sale of 51.9k shares by VRNS CFO is modestly negative but not alarming.

The $2.9 m sale trims Melamed’s holding to 470.6k shares, about a tenth reduction by share count. Insider selling by senior officers often raises concern, yet the use of a 10b5-1 plan limits informational value; timing and price were likely predetermined. Volume is small relative to VRNS’s ~110 m shares outstanding, so supply impact is negligible. I view the filing as neutral to slightly negative for sentiment, with no direct operational or financial implications.

Corporate Governance Expert

TL;DR: Governance risk low; sale complies with 10b5-1 and disclosed details.

The company demonstrates sound compliance by disclosing weighted average pricing and offering to furnish granular trade data on request. Execution under Rule 10b5-1 reduces litigation and perception risk. No red flags such as clustered insider selling or option exercises appear. Therefore, from a governance standpoint, the event is largely non-impactful.

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)
08/01/2025

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	08/01/2025		S(1)		51,889	D	$55.1(2)	470,602	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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.01 to $55.24, 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	08/01/2025
	** 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

How many VRNS shares did CFO Guy Melamed sell?

He sold 51,889 common shares.

What was the average sale price reported in the Form 4?

The weighted-average price was $55.10 per share.

How many VRNS shares does Melamed own after the transaction?

His direct ownership is 470,602 shares.

Was the VRNS insider sale executed under a 10b5-1 plan?

Yes, the filing states the sale was done pursuant to a Rule 10b5-1 trading plan.

Did the Form 4 disclose any derivative security activity?

No, no derivative transactions were reported.

Is this insider sale considered material to Varonis Systems investors?

The trade is relatively small compared with total shares outstanding and was pre-planned, so impact is considered low.