Tax withholding trims Varonis (NASDAQ: VRNS) SVP share count

Rhea-AI Filing Summary

Varonis Systems senior vice president Greg Pomeroy reported a tax-withholding disposition of 32,581 common shares at $23.10 per share. No shares were sold; Varonis withheld stock to cover taxes on vested restricted and performance units. Pomeroy continues to directly hold 281,313 shares, including 445 acquired through the 2025 employee stock purchase plan.

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

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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^*

Pomeroy Greg

(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)
	SVP, Worldwide Sales

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		32,581(1)	D	$23.1	281,313(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 445 shares of Common Stock purchased under the Issuer's 2025 Employee Stock Purchase Plan.

Remarks:

	/s/ Dov Gottlieb, as attorney-in-fact	03/03/2026
	** 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).
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FAQ

What did Varonis (VRNS) executive Greg Pomeroy report in this Form 4 filing?

Greg Pomeroy reported a tax-withholding disposition of 32,581 Varonis shares at $23.10 per share. The shares were withheld by the company to satisfy tax obligations triggered by vesting of restricted stock units and performance vesting units, rather than sold in the open market.

Were any Varonis (VRNS) shares actually sold in Greg Pomeroy’s reported transaction?

No shares were sold in the traditional sense in this transaction. Varonis withheld 32,581 shares from Greg Pomeroy to cover tax withholding requirements upon vesting of restricted and performance units, as disclosed in the Form 4 footnote, instead of executing an open-market sale.

How many Varonis (VRNS) shares does Greg Pomeroy hold after this Form 4 transaction?

After the tax-withholding disposition, Greg Pomeroy directly holds 281,313 Varonis common shares. This figure includes 445 shares purchased through the company’s 2025 Employee Stock Purchase Plan, as specifically noted in the Form 4 filing footnotes for the insider ownership total.

What is the nature of the Form 4 code F transaction for Varonis (VRNS)?

The code F transaction reflects payment of tax liability by delivering securities to the issuer. In this case, 32,581 Varonis shares were withheld to satisfy tax withholding on vested restricted stock units and performance vesting units, rather than being sold on the open market by Greg Pomeroy.

How does the employee stock purchase plan affect Greg Pomeroy’s Varonis (VRNS) holdings?

Greg Pomeroy’s reported holdings include 445 Varonis shares bought under the 2025 Employee Stock Purchase Plan. These ESPP shares are part of his total 281,313 directly owned shares disclosed after the tax-withholding transaction, increasing his long-term equity position in the company.