Varonis (VRNS) VP Dov Gottlieb has 20,206 shares withheld for tax obligations

Rhea-AI Filing Summary

Varonis Systems vice president and general counsel Dov Gottlieb reported a tax-related share disposition tied to equity awards. On the vesting of restricted stock units and performance vesting units, 20,206 shares of common stock at $23.10 per share were withheld by Varonis to cover tax obligations, rather than sold in the market. After this withholding, Gottlieb directly owns 275,038 shares of Varonis common stock, including 382 shares acquired through the company’s 2025 Employee Stock Purchase Plan.

Insights

Equity Compensation Analyst

Routine tax withholding on vested awards, not an open-market sale.

This filing shows Varonis VP and general counsel Dov Gottlieb had 20,206 shares withheld at $23.10 per share to satisfy tax obligations when restricted and performance stock units vested. The code F and footnote clarify no shares were sold in the market.

These transactions are standard mechanics of equity compensation and do not, by themselves, signal sentiment about the company. After the withholding, Gottlieb still directly holds 275,038 shares, including 382 shares purchased 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^*

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)
02/27/2026

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		20,206(1)	D	$23.1	275,038(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 382 shares of Common Stock purchased under the Issuer's 2025 Employee Stock Purchase Plan.

Remarks:

	/s/ Dov Gottlieb	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Varonis Systems (VRNS) report for Dov Gottlieb?

Varonis Systems reported that VP and general counsel Dov Gottlieb had 20,206 shares withheld to cover taxes on vesting equity awards. The shares, valued at $23.10 each, were not sold in the open market but used to satisfy tax withholding obligations.

Did Dov Gottlieb sell Varonis (VRNS) shares in this Form 4 filing?

No, Dov Gottlieb did not sell shares in the market. 20,206 shares were withheld by Varonis at $23.10 per share to satisfy tax withholding on vested restricted and performance stock units, a common non-discretionary equity compensation mechanism.

How many Varonis (VRNS) shares does Dov Gottlieb own after the reported transaction?

After the tax-withholding transaction, Dov Gottlieb directly owns 275,038 shares of Varonis common stock. This total includes 382 shares acquired through the company’s 2025 Employee Stock Purchase Plan, as disclosed in the Form 4 footnote.

What does transaction code F mean in the Varonis (VRNS) Form 4 for Dov Gottlieb?

Transaction code F indicates payment of a tax liability or exercise price by delivering securities. For Dov Gottlieb, 20,206 shares were withheld at $23.10 per share to satisfy tax withholding on vesting restricted stock units and performance vesting units, not an elective sale.

Were the Varonis (VRNS) shares withheld from Dov Gottlieb related to equity awards?

Yes, the withheld shares were directly linked to equity awards. The filing states Varonis withheld 20,206 shares to satisfy tax requirements arising from the vesting of restricted stock units and performance vesting units granted to Dov Gottlieb.