Varonis Systems (VRNS) director receives 7,224 restricted stock units

Rhea-AI Filing Summary

Varonis Systems director John J. Gavin Jr. received an equity grant in the form of 7,224 shares of common stock on April 30, 2026, recorded as a compensation-related award at no cash cost to him. The award represents restricted stock units that will vest, and convert into an equal number of common shares deliverable to him, on May 31, 2027. After this grant, he directly holds 280,890 shares of Varonis Systems common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GAVIN JOHN J JR

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 — 280,890 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 7,224 shares Price per share: $0.0000 per share Holdings after grant: 280,890 shares +1 more

4 metrics

Shares granted 7,224 shares Restricted stock unit award on April 30, 2026

Price per share $0.0000 per share Reported grant price for the RSU-related common stock

Holdings after grant 280,890 shares Common stock directly owned following the transaction

Vesting date May 31, 2027 Date when the 7,224 restricted stock units will vest

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^*

GAVIN JOHN J JR

(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	280,890	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 John J. Gavin Jr. report on this Form 4?

He reported receiving 7,224 shares of Varonis common stock as a compensation-related grant. These were awarded at no cash cost to him and increase his directly held stake in the company, as reflected in his updated post-transaction holdings.

Is the Varonis (VRNS) Form 4 transaction a market purchase or sale?

The transaction is a grant of shares, not a market trade. It is coded as a grant, award, or other acquisition, meaning the director received shares as equity compensation rather than buying or selling them on the open market.

How many Varonis (VRNS) shares did the director receive and at what price?

He received 7,224 shares of common stock in this award, with a reported price per share of $0.0000. That indicates the shares were provided as compensation, not purchased for cash in the market by the reporting person.

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

The restricted stock units granted on April 30, 2026, will vest on May 31, 2027. On that vesting date, an equal number of Varonis common shares will be deliverable to the director, according to the disclosure in the accompanying footnote.

What are the director’s Varonis (VRNS) holdings after this Form 4 transaction?

Following the compensation grant, John J. Gavin Jr. directly holds 280,890 shares of Varonis Systems common stock. This figure reflects his updated ownership position after adding the 7,224-share award reported in the filing.