[Form 4] VARONIS SYSTEMS INC Insider Trading Activity

Rhea-AI Filing Summary

VARONIS SYSTEMS INC executive Dov Gottlieb reported a routine tax-withholding share disposition tied to equity compensation. On the vesting of restricted stock units, 9,264 shares of common stock were withheld by Varonis at $34.15 per share to cover tax obligations, and no shares were sold on the market. After this non-market transaction, Gottlieb directly holds 265,774 shares of Varonis common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gottlieb Dov

Role EVP and General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.001 per share	9,264	$34.15	$316K

Holdings After Transaction: Common Stock, par value $0.001 per share — 265,774 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 9,264 shares Withholding price per share: $34.15 per share Shares owned after transaction: 265,774 shares +1 more

4 metrics

Shares withheld for taxes 9,264 shares Withheld to satisfy tax withholding on RSU vesting

Withholding price per share $34.15 per share Value used for tax-withholding disposition

Shares owned after transaction 265,774 shares Direct holdings following tax-withholding event

Transaction code F Payment of tax liability by delivering securities

Key Terms

restricted stock units, tax withholding requirements, Form 4

3 terms

restricted stock units financial

"Shares withheld by Varonis to satisfy tax withholding requirements on vesting of restricted stock units."

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.

tax withholding requirements financial

"Shares withheld by Varonis to satisfy tax withholding requirements on vesting of restricted stock units."

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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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^*

Gottlieb Dov

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2026

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	05/31/2026		F		9,264(1)	D	$34.15	265,774	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.

Remarks:

	/s/ Dov Gottlieb	06/02/2026
	** 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 insider transaction did Varonis Systems (VRNS) report for Dov Gottlieb?

Varonis Systems (VRNS) reported that EVP and General Counsel Dov Gottlieb had 9,264 shares withheld to cover taxes on vesting restricted stock units. This was a Form 4 filing and reflects a compensation-related event rather than an open-market share sale.

Were any Varonis Systems (VRNS) shares actually sold in this Form 4 filing?

No, the Form 4 for Varonis Systems (VRNS) states that no shares were sold. Instead, 9,264 shares were withheld by the company solely to satisfy tax withholding requirements triggered by the vesting of restricted stock units.

How many Varonis Systems (VRNS) shares were withheld for taxes in this transaction?

The filing shows that 9,264 Varonis Systems (VRNS) common shares were withheld. These shares were retained by the company at $34.15 per share to pay tax liabilities upon vesting of the executive’s restricted stock units.

What is Dov Gottlieb’s Varonis Systems (VRNS) shareholding after the tax withholding?

Following the tax-withholding transaction, Dov Gottlieb directly owns 265,774 shares of Varonis Systems (VRNS) common stock. This post-transaction balance reflects his remaining equity stake after 9,264 shares were withheld to satisfy tax obligations.

Does the Varonis Systems (VRNS) Form 4 indicate an open-market sale by the executive?

The Form 4 for Varonis Systems (VRNS) explicitly states that no shares were sold. The reported disposition results from shares being withheld by the company to cover taxes on restricted stock unit vesting, not from a discretionary market sale.