Varonis Systems (VRNS) VP and General Counsel earns 12,497 performance-based shares

Rhea-AI Filing Summary

Varonis Systems vice president and general counsel Dov Gottlieb reported an equity award tied to performance for 2025. On February 2, 2026, he acquired 12,497 shares of common stock at a price of $0, earned from performance-vesting restricted stock units granted under the company’s Amended and Restated 2023 Omnibus Equity Incentive Plan.

The 2025 performance stock units were earned after the compensation committee certified achievement of performance goals for the 2025 fiscal year and will vest in three equal annual installments on the last calendar day of February, beginning on February 27, 2026, assuming continued employment. Following this transaction, Gottlieb beneficially owned 228,636 shares of common stock, including 204 shares purchased through the 2015 Employee Stock Purchase Plan.

Insights

Equity compensation analyst

Form 4 shows routine performance-based equity vesting for a Varonis executive.

Dov Gottlieb, VP and general counsel of Varonis Systems, reported acquiring 12,497 common shares at $0 from earned 2025 performance-vesting RSUs under the 2023 Omnibus Equity Incentive Plan. This reflects compensation for achieving defined 2025 fiscal-year performance goals, not an open-market purchase or sale.

The filing notes that these 2025 PSUs will deliver an equal number of shares in three annual installments on the last day of February starting on February 27, 2026, contingent on continued employment. After this award, Gottlieb beneficially owns 228,636 shares, including 204 shares accumulated through the 2015 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Gottlieb Dov

(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)
	VP and General Counsel

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

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	02/02/2026		A		12,497(1)	A	$0	228,636(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. Represents shares earned by the reporting person for no consideration under certain performance-vesting restricted stock units (the "2025 PSUs"), which were granted to the reporting person pursuant to the Issuer's Amended and Restated 2023 Omnibus Equity Incentive Plan. The 2025 PSUs were earned subject to the satisfaction of certain performance goals for the 2025 fiscal year, the performance of which was certified by the Issuer's compensation committee on February 2, 2026. Such 2025 PSUs will vest, and an equal number of shares of common stock will be deliverable to the reporting person, in three equal annual installments upon the last calendar day of the month of February beginning on February 27, 2026, subject to the reporting person's continued employment through such date.

2. Includes 204 shares of Common Stock purchased under the Issuer's 2015 Employee Stock Purchase Plan.

Remarks:

	/s/ Dov Gottlieb	02/04/2026
	** 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.

FAQ

What did Varonis Systems VP and General Counsel Dov Gottlieb report on this Form 4 for VRNS?

He reported acquiring 12,497 shares of Varonis Systems common stock at $0, earned from 2025 performance-vesting restricted stock units under the Amended and Restated 2023 Omnibus Equity Incentive Plan, tied to certified 2025 fiscal-year performance outcomes.

How were the 12,497 Varonis Systems (VRNS) shares earned by Dov Gottlieb?

The 12,497 shares were earned under 2025 performance-vesting restricted stock units granted pursuant to Varonis’ Amended and Restated 2023 Omnibus Equity Incentive Plan, after the compensation committee certified that specified performance goals for the 2025 fiscal year had been satisfied on February 2, 2026.

When will Dov Gottlieb’s 2025 PSUs in Varonis Systems (VRNS) actually vest and deliver shares?

The earned 2025 performance stock units will vest, and an equal number of Varonis common shares will be delivered, in three equal annual installments on the last calendar day of February, starting on February 27, 2026, subject to Gottlieb’s continued employment through each vesting date.

How many Varonis Systems (VRNS) shares does Dov Gottlieb beneficially own after this transaction?

Following the reported acquisition, Dov Gottlieb beneficially owns 228,636 shares of Varonis Systems common stock. This total includes 204 shares acquired through the company’s 2015 Employee Stock Purchase Plan, in addition to shares from equity incentive awards such as the 2025 PSUs.

Was there any cash paid for the 12,497 Varonis Systems (VRNS) shares reported by Dov Gottlieb?

No, the 12,497 shares were earned for no cash consideration. They arose from performance-vesting restricted stock units under the 2025 PSU award, which convert into an equal number of Varonis common shares once performance conditions and time-based vesting requirements are satisfied.

What plan governs the 2025 performance stock units reported by Dov Gottlieb at Varonis Systems (VRNS)?

The 2025 performance stock units were granted under Varonis Systems’ Amended and Restated 2023 Omnibus Equity Incentive Plan, which authorizes performance-vesting restricted stock units that convert into common shares when specified company performance targets and service-based vesting conditions are met.