Varonis Systems (VRNS) awards GC 66,226 stock units vesting over 4 years

Rhea-AI Filing Summary

Varonis Systems’ VP and General Counsel, Dov Gottlieb, received a grant of 66,226 restricted stock units of common stock on February 6, 2026, at a grant price of $0 per share. These units will vest in four equal annual installments each February, starting February 26, 2027.

After this award, Gottlieb beneficially owns 294,862 shares of Varonis common stock in total. The grant is structured as long-term equity compensation, aligning the executive’s interests with the company’s future performance over several years.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gottlieb Dov

Role VP and General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001 per share	66,226	$0.00	--

Holdings After Transaction: Common Stock, par value $0.001 per share — 294,862 shares (Direct)

Footnotes (1)

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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 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)
02/06/2026

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	02/06/2026		A		66,226(1)	A	$0	294,862	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 February 6, 2026. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, in four equal (annual) installments upon the last calendar day of the month of February beginning on February 26, 2027.

Remarks:

	/s/ Dov Gottlieb	02/10/2026
	** 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 (VRNS) disclose about Dov Gottlieb’s new equity award?

Varonis Systems granted VP and General Counsel Dov Gottlieb 66,226 restricted stock units of common stock. The units were granted on February 6, 2026, at a price of $0 per share as part of his long-term equity compensation package.

How will Dov Gottlieb’s 66,226 Varonis (VRNS) restricted stock units vest?

The 66,226 restricted stock units will vest in four equal annual installments. Vesting occurs on the last calendar day of February each year, beginning on February 26, 2027, with shares of Varonis common stock delivered as each installment vests.

What is Dov Gottlieb’s total Varonis (VRNS) share ownership after this grant?

After the February 6, 2026 grant, Dov Gottlieb beneficially owns 294,862 shares of Varonis common stock. This total includes the newly granted 66,226 restricted stock units, which will convert into an equal number of shares as they vest over four years.

What role does Dov Gottlieb hold at Varonis Systems (VRNS)?

Dov Gottlieb serves as Vice President and General Counsel at Varonis Systems. His role includes overseeing the company’s legal matters, and the reported restricted stock unit grant represents part of his executive compensation tied to Varonis’ longer-term performance.

Was cash paid for Dov Gottlieb’s new Varonis (VRNS) stock units?

No cash was paid for the new units; the 66,226 restricted stock units were granted at a price of $0 per share. This indicates they were issued as equity compensation rather than purchased in an open-market or cash transaction.