Varonis (VRNS) CFO & COO Guy Melamed receives 125,359 restricted stock units

Rhea-AI Filing Summary

Varonis Systems executive Guy Melamed, the company’s CFO and COO, received an equity grant of 125,359 restricted stock units on February 6, 2026. The RSUs carry no purchase price and represent the right to receive an equal number of Varonis common shares as they vest.

The award will vest in four equal annual installments on the last calendar day of February, beginning on February 26, 2027. Following this grant, Melamed directly beneficially owns 608,662 shares of Varonis common stock, aligning his compensation further with shareholder outcomes.

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

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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^*

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)
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(1)		125,359	A	$0	608,662	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 for Guy Melamed	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 transaction did VRNS CFO and COO Guy Melamed report?

Guy Melamed reported receiving 125,359 restricted stock units in Varonis Systems common stock. The award is a stock-based compensation grant at no purchase price, increasing his direct beneficial ownership and further tying his pay to Varonis share performance over time.

When do Guy Melamed’s new Varonis (VRNS) RSUs vest?

The 125,359 restricted stock units vest in four equal annual installments. Vesting occurs on the last calendar day of February each year, starting on February 26, 2027, gradually delivering Varonis common shares to Melamed as long as vesting conditions are met.

How many Varonis (VRNS) shares does Guy Melamed own after this Form 4?

After the reported grant, Guy Melamed directly beneficially owns 608,662 shares of Varonis common stock. This figure includes the impact of the 125,359 restricted stock units, which convert to shares as they vest over the specified four-year schedule.

What type of security was reported in this Varonis (VRNS) Form 4 filing?

The filing reports common stock of Varonis Systems with a par value of $0.001 per share, tied to a grant of restricted stock units. These RSUs entitle Melamed to receive an equal number of common shares upon vesting, without any cash exercise price.

Was there a purchase price for Guy Melamed’s Varonis (VRNS) RSU grant?

The reported transaction price per share is $0. This indicates the 125,359 restricted stock units were granted as part of compensation rather than purchased in the open market, a common structure for executive equity incentives at publicly traded companies like Varonis.

Who is the insider in this Varonis (VRNS) Form 4 and what is his role?

The insider is Guy Melamed, who serves as Chief Financial Officer and Chief Operating Officer of Varonis Systems. His dual role in finance and operations makes his equity holdings and incentives particularly relevant for understanding executive alignment with company performance.