Varonis CFO reports tax withholding of 104K shares

Varonis Systems CFO and COO Guy Melamed reported a tax-related share disposition with no open-market sale.

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Rhea-AI Filing Summary

Varonis Systems CFO and COO Guy Melamed reported a tax-related share disposition with no open-market sale. On May 22, 2026, 104,440 shares of common stock were withheld by Varonis at a price of $23.10 per share to cover tax withholding on the vesting of restricted stock units and performance vesting units. After this withholding, Melamed directly holds 504,662 shares of Varonis common stock. The filing reflects a routine tax-withholding event rather than a discretionary share sale.

Insider Trade Summary

Exercise Price or Tax Liability: 104,440 shares

Exercise Price or Tax Liability 1 txn

Insider Melamed Guy

Role CFO and COO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, par value $0.001 per share	104,440	$23.10	$2.41M

Holdings After Transaction: Common Stock, par value $0.001 per share — 504,662 shares (Direct)

Footnotes (2)

F1. No shares were sold. Shares withheld by Varonis to satisfy tax withholding requirements on vesting of restricted stock units and performance vesting units.
F2. Includes 440 shares of Common Stock purchased under the Issuer's 2025 Employee Stock Purchase Plan.

Key Figures

Shares withheld for tax: 104,440 shares Withholding price: $23.10 per share Shares held after transaction: 504,662 shares +2 more

5 metrics

Shares withheld for tax 104,440 shares Tax withholding on vesting of RSUs and performance units on May 22, 2026

Withholding price $23.10 per share Value used for 104,440 withheld shares

Shares held after transaction 504,662 shares Direct holdings of Guy Melamed after tax withholding

Tax-withholding shares count 104,440 shares Classified as taxWithholdingShares in transaction summary

ESPP shares included 440 shares Purchased under 2025 Employee Stock Purchase Plan

Key Terms

restricted stock units, performance vesting units, tax withholding requirements, Employee Stock Purchase Plan, +1 more

5 terms

restricted stock units financial

"tax withholding requirements on vesting of restricted stock units and performance vesting units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance vesting units financial

"tax withholding requirements on vesting of restricted stock units and performance vesting units"

tax withholding requirements financial

"Shares withheld by Varonis to satisfy tax withholding requirements on vesting"

Employee Stock Purchase Plan financial

"Includes 440 shares of Common Stock purchased under the Issuer's 2025 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for 104,440 shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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What did Varonis Systems (VRNS) CFO Guy Melamed report in this Form 4?

Guy Melamed reported a tax-withholding disposition of 104,440 Varonis shares. The company withheld shares to satisfy tax obligations arising from vesting of restricted stock units and performance vesting units, rather than any open-market sale of stock.

Were any Varonis Systems (VRNS) shares sold on the market in this Form 4?

No, the filing states that no shares were sold on the market. Instead, Varonis withheld 104,440 shares at $23.10 per share to cover tax withholding requirements tied to equity awards vesting.

How many Varonis Systems (VRNS) shares does Guy Melamed hold after this transaction?

Following the tax-withholding event, Guy Melamed directly holds 504,662 shares of Varonis common stock. This post-transaction figure reflects his remaining equity stake after the company withheld shares to satisfy related tax obligations.

What triggered the tax withholding in Guy Melamed’s Varonis (VRNS) Form 4?

The tax withholding was triggered by the vesting of restricted stock units and performance vesting units. To meet tax obligations from this vesting, Varonis withheld 104,440 shares instead of requiring a separate cash payment from Melamed.

What is the reported price for the withheld Varonis Systems (VRNS) shares?

The withheld shares are reported at a price of $23.10 per share. This price is used in the Form 4 to value the 104,440 shares that Varonis retained to satisfy Melamed’s tax withholding requirements on the vested equity awards.

Does the Form 4 mention Varonis Systems’ Employee Stock Purchase Plan?

Yes, the filing notes that Melamed’s holdings include 440 shares purchased under Varonis’ 2025 Employee Stock Purchase Plan. This detail is provided in a footnote describing components of his total direct ownership of common stock.

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Accepted by SEC EDGAR 05/22/2026 - 07:02 PM EDT

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^*

Melamed Guy

(Last)

(First)

(Middle)

C/O VARONIS SYSTEMS, INC.

801 BRICKELL AVE.

(Street)

MIAMI

FLORIDA

33131

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	05/22/2026		F		104,440⁽¹⁾	D	$23.1	504,662⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. No shares were sold. Shares withheld by Varonis to satisfy tax withholding requirements on vesting of restricted stock units and performance vesting units.

2. Includes 440 shares of Common Stock purchased under the Issuer's 2025 Employee Stock Purchase Plan.

Remarks:

	/s/ Dov Gottlieb, as attorney-in-fact for Guy Melamed	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR