Varonis Systems (NASDAQ: VRNS) director gets 7,224 RSUs grant

Rhea-AI Filing Summary

Segev Ofer reported acquisition or exercise transactions in this Form 4 filing.

Varonis Systems Inc. director Ofer Segev received an equity award of 7,224 restricted stock units on April 30, 2026. The units were granted at no cash cost and represent a form of stock-based compensation rather than an open-market purchase.

The footnote states these restricted stock units will vest, and an equal number of common shares will be delivered, on May 31, 2027. Following this grant, Segev is reported as beneficially owning 91,247 shares of Varonis common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Segev Ofer

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001 per share	7,224	$0.00	--

Holdings After Transaction: Common Stock, par value $0.001 per share — 91,247 shares (Direct, null)

Footnotes (1)

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Key Figures

RSU grant size: 7,224 units Grant price: $0.00 per share Post-transaction holdings: 91,247 shares +3 more

6 metrics

RSU grant size 7,224 units Restricted stock units granted April 30, 2026

Grant price $0.00 per share Stated transaction price for RSU grant

Post-transaction holdings 91,247 shares Total common shares beneficially owned after grant

Par value $0.001 per share Par value of Varonis common stock

Vesting date May 31, 2027 Date when RSUs vest and shares become deliverable

Transaction date April 30, 2026 Date of RSU grant to director

Key Terms

restricted stock units, vest, Common Stock, par value $0.001 per share

3 terms

restricted stock units financial

"Represents restricted stock units granted to the reporting person on April 30, 2026."

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.

vest financial

"Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Common Stock, par value $0.001 per share financial

"security_title: Common Stock, par value $0.001 per share"

Form 4 Insider Transactions: What Each Field Means →

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^*

Segev Ofer

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	04/30/2026		A		7,224(1)	A	$0	91,247	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 April 30, 2026. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, on May 31, 2027.

Remarks:

	s/ Dov Gottlieb as attorney-in-fact	05/01/2026
	** 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)

FAQ

What did Varonis Systems (VRNS) director Ofer Segev report in this Form 4?

Director Ofer Segev reported receiving 7,224 restricted stock units in Varonis Systems as an equity award. The grant was priced at $0.00 per unit and increased his directly held common stock position to 91,247 shares after the transaction.

How many Varonis Systems (VRNS) shares did Ofer Segev acquire in this grant?

Ofer Segev was granted 7,224 restricted stock units of Varonis Systems common stock. Each unit represents a right to receive one share upon vesting, providing additional equity-based compensation tied directly to the company’s future share delivery schedule.

When will Ofer Segev’s Varonis (VRNS) restricted stock units vest?

The 7,224 restricted stock units granted to Ofer Segev will vest on May 31, 2027. On that date, an equal number of Varonis common shares is scheduled to be delivered to him, according to the footnote disclosure in the Form 4 filing.

Did Ofer Segev pay cash for the Varonis Systems (VRNS) shares reported?

No, the reported transaction reflects a grant of restricted stock units with a stated price of $0.00 per share. This indicates a stock-based compensation award rather than an open-market purchase requiring cash payment from the director to acquire the shares.

What is Ofer Segev’s total Varonis Systems (VRNS) holding after this transaction?

After the reported grant, Ofer Segev’s total beneficial ownership is 91,247 shares of Varonis Systems common stock. This figure, disclosed in the Form 4, reflects his direct ownership position following the addition of the newly awarded restricted stock units.

What type of security was involved in Ofer Segev’s Varonis (VRNS) Form 4 transaction?

The transaction involved Varonis Systems common stock with a par value of $0.001 per share. Specifically, it was a grant of restricted stock units that, upon vesting, will convert into an equal number of common shares deliverable to the reporting person.