7,224-share RSU award to Varonis (VRNS) board director Kess

Rhea-AI Filing Summary

Kess Avrohom J. reported acquisition or exercise transactions in this Form 4 filing.

Varonis Systems director Avrohom J. Kess received a grant of 7,224 restricted stock units as equity compensation. The award was granted at no cash cost on April 30, 2026. These restricted stock units will vest, and be settled in an equal number of common shares, on May 31, 2027.

Following this grant, Kess holds 56,627 shares of Varonis common stock directly. The transaction is a stock-based compensation award rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kess Avrohom J.

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 — 56,627 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 7,224 units Grant price: $0.0000 per share Post-grant holdings: 56,627 shares +1 more

4 metrics

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

Grant price $0.0000 per share Equity award granted at no cash cost

Post-grant holdings 56,627 shares Total Varonis common stock held directly after transaction

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

Key Terms

restricted stock units, vest, grant, award, or other acquisition

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.

grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

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^*

Kess Avrohom J.

(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	56,627	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 Avrohom J. Kess report on this Form 4?

Director Avrohom J. Kess reported receiving 7,224 restricted stock units as an equity award. The units were granted at no cash cost and represent a stock-based compensation grant rather than an open-market transaction in Varonis Systems common shares.

How many Varonis (VRNS) shares does Avrohom J. Kess hold after this reported grant?

After the reported grant, Avrohom J. Kess holds 56,627 shares of Varonis common stock directly. This figure reflects his ownership following the 7,224 restricted stock unit award disclosed in the Form 4 insider trading report.

When do the 7,224 restricted stock units granted to the Varonis (VRNS) director vest?

The 7,224 restricted stock units granted to the Varonis director vest on May 31, 2027. On that date, an equal number of Varonis common shares will be delivered to the reporting person, assuming the vesting conditions for the award are satisfied.

Was cash paid for the 7,224 restricted stock units reported by Varonis (VRNS) director Kess?

No cash was paid for the 7,224 restricted stock units. The Form 4 shows a transaction price per share of $0.0000, indicating the award was granted as equity compensation rather than purchased in the open market by the Varonis Systems director.

What does transaction code "A" mean in the Varonis (VRNS) Form 4 for Avrohom J. Kess?

Transaction code “A” on the Form 4 indicates a grant, award, or other acquisition of securities. In this Varonis Systems filing, it reflects the issuance of 7,224 restricted stock units to director Avrohom J. Kess as part of his stock-based compensation.