Varonis (VRNS) director granted 7,224 RSUs vesting in 2027

Rhea-AI Filing Summary

Iohan Gili reported acquisition or exercise transactions in this Form 4 filing.

Varonis Systems Inc. director Iohan Gili received a grant of restricted stock units. On April 30, 2026, he was awarded 7,224 shares of common stock in the form of restricted stock units at no cash cost. These units will vest, and an equal number of common shares will be delivered, on May 31, 2027. After this award, Gili directly holds 34,828 shares of Varonis common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Iohan Gili

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001 per share	7,224	$0.00	--

Holdings After Transaction: Common Stock, par value $0.001 per share — 34,828 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 7,224 shares Grant price: $0.0000 per share Shares after transaction: 34,828 shares +2 more

5 metrics

RSUs granted 7,224 shares Restricted stock units granted on April 30, 2026

Grant price $0.0000 per share Reported transaction price per share for RSU award

Shares after transaction 34,828 shares Total common shares directly held after award

Vesting date May 31, 2027 RSUs vest and shares deliverable on this date

Transaction code A Grant, award, or other acquisition of common stock

Key Terms

restricted stock units, vest, Grant, award, or other acquisition, Common Stock, par value $0.001 per share

4 terms

restricted stock units financial

"Represents restricted stock units granted to the reporting person on April 30, 2026."

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.

vest financial

"Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Common Stock, par value $0.001 per share financial

"security_title": "Common Stock, par value $0.001 per share""

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^*

Iohan Gili

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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	04/30/2026		A		7,224(1)	A	$0	34,828	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 restricted stock units granted to the reporting person on April 30, 2026. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, on May 31, 2027.

Remarks:

	s/ Dov Gottlieb as attorney-in-fact	05/01/2026
	** 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) director Iohan Gili report?

Director Iohan Gili reported receiving 7,224 restricted stock units of Varonis Systems common stock. The award was recorded on April 30, 2026, as a grant or other acquisition, increasing his direct holdings to 34,828 shares following the transaction, according to the Form 4 filing data.

When do Iohan Gili’s 7,224 Varonis (VRNS) restricted stock units vest?

The 7,224 restricted stock units granted to director Iohan Gili will vest on May 31, 2027. On that date, an equal number of Varonis Systems common shares will be delivered to him, turning the restricted stock units into actual shares of common stock.

How many Varonis (VRNS) shares does Iohan Gili hold after this Form 4 transaction?

After the reported award, director Iohan Gili directly holds 34,828 shares of Varonis Systems common stock. This figure reflects his ownership following the 7,224-share restricted stock unit grant disclosed in the Form 4, as indicated in the total shares following the transaction field.

What was the price per share for Iohan Gili’s Varonis (VRNS) restricted stock unit grant?

The restricted stock units granted to director Iohan Gili were reported at a price of $0.0000 per share. This reflects a compensation award rather than an open-market purchase, with shares delivered upon vesting instead of requiring a cash payment at grant.

How is the Form 4 transaction for Varonis (VRNS) director Iohan Gili classified?

The Form 4 classifies the event as a non-derivative transaction with code A, described as a grant, award, or other acquisition. It involved restricted stock units representing common stock, recorded as an acquisition direction rather than a market buy or sell transaction.