Varonis (VRNS) CFO Executes 10b5-1 Sale, Retains 417,497 Shares

Rhea-AI Filing Summary

Guy Melamed, Chief Financial Officer and Chief Operating Officer of Varonis Systems, Inc. (VRNS), reported the sale of 10,400 shares of Varonis common stock on 08/22/2025. The shares were sold under a Rule 10b5-1 trading plan adopted in 2024 at a weighted-average price of $59.53 per share, with transaction prices ranging from $59.50 to $59.57. After the sale, Melamed beneficially owned 417,497 shares. The Form 4 was submitted and signed by an attorney-in-fact on 08/26/2025. The filer notes willingness to provide detailed per-price sale data upon request.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating pre-established trading and compliance with insider trading rules
• Substantial post-sale ownership remains: 417,497 shares, maintaining significant alignment with shareholders
• Disclosure includes weighted-average price and price range and offers detailed per-trade information on request, enhancing transparency

Negative

• Insider reduced holdings by 10,400 shares, which may be viewed negatively by some investors
• Sale price reflects realized liquidity at $59.53 weighted average, potentially signaling management chose to monetize at current levels

Insights

Financial Analyst

TL;DR Insider sale of 10,400 shares under a pre-established 10b5-1 plan; sizeable remaining ownership.

Melamed's sale was executed under an existing Rule 10b5-1 plan, which typically signals pre-planned, non-discretionary trading rather than opportunistic timing by management. The reported weighted-average sale price of $59.53 and the post-sale ownership of 417,497 shares indicate the executive retains significant economic exposure to VRNS. For investors, this is a routine liquidity event by an officer rather than a clear signal of changed company prospects.

Corporate Governance Expert

TL;DR Sale follows compliant governance practices; disclosure is appropriately transparent.

The disclosure states the sale was pursuant to a 10b5-1 plan adopted in 2024 and provides a weighted-average price plus a range of execution prices, with an offer to supply detailed per-trade prices on request. Filing signatures and use of an attorney-in-fact are documented. These elements reflect adherence to standard insider trading disclosure and plan usage practices, supporting transparency and compliance.

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).

X

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^*

Melamed Guy

(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)
	CFO and COO

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		S(1)		10,400	D	$59.53(2)	417,497	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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.50 to $59.57, inclusive. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer, or a shareholder of the Issuer full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Dov Gottlieb, as attorney-in-fact for Guy Melamed	08/26/2025
	** 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 Guy Melamed sell in the VRNS Form 4 filing?

The filing shows 10,400 shares of Varonis common stock were sold on 08/22/2025.

At what price were the VRNS shares sold by the insider?

The shares were sold at a weighted-average price of $59.53 per share, with individual trades ranging from $59.50 to $59.57.

Was the sale by Guy Melamed discretionary or pre-planned?

The sale was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in 2024, indicating it was pre-planned.

How many VRNS shares does Guy Melamed own after the reported sale?

After the sale, the filing reports Melamed beneficially owned 417,497 shares.

When was the Form 4 filed and signed?

The Form 4 includes a signature by an attorney-in-fact dated 08/26/2025.