VRNS / Varonis Systems, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 VARONIS SYSTEMS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission F

Varonis Acquires SlashNext to Combat AI-Driven Email Threats Data security leader acquires AI-native email security company to extend data breach prevention to your inbox and beyond

EXHIBIT 99.1 Varonis Acquires SlashNext to Combat AI-Driven Email Threats Data security leader acquires AI-native email security company to extend data breach prevention to your inbox and beyond MIAMI, Sept. 02, 2025 (GLOBE NEWSWIRE) -  Varonis Systems, Inc. (Nasdaq: VRNS), the data security leader, today announced the acquisition of SlashNext, an AI-native email security provider with the industr

Filing Fee Table

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Varonis Systems, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, p

As filed with the Securities and Exchange Commission on July 30, 2025

S-8 1 ea025049502-s8varonis.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 30, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 57-1222280 (State or other jur

As filed with the Securities and Exchange Commission on July 30, 2025

As filed with the Securities and Exchange Commission on July 30, 2025 Registration No.

Filing Fee Table

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Varonis Systems, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS SY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 VARONIS SYSTEMS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fil

Varonis Announces Second Quarter 2025 Financial Results Annual recurring revenues grew 19% year-over-year SaaS ARR as a percentage of total ARR was approximately 69% Year-to-date cash from operations generated $89.3 million vs. $68.4 million last yea

EXHIBIT 99.1 Varonis Announces Second Quarter 2025 Financial Results Annual recurring revenues grew 19% year-over-year SaaS ARR as a percentage of total ARR was approximately 69% Year-to-date cash from operations generated $89.3 million vs. $68.4 million last year Year-to-date free cash flow generated $82.7 million vs. $67.3 million last year MIAMI, July 29, 2025 (GLOBE NEWSWIRE) - Varonis Systems

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS S

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Varonis Announces First Quarter 2025 Financial Results Annual recurring revenues grew 19% year-over-year SaaS ARR as a percentage of total ARR was approximately 61% Year-to-date cash from operations generated $68.0 million vs. $56.7 million last year

EXHIBIT 99.1 Varonis Announces First Quarter 2025 Financial Results Annual recurring revenues grew 19% year-over-year SaaS ARR as a percentage of total ARR was approximately 61% Year-to-date cash from operations generated $68.0 million vs. $56.7 million last year Year-to-date free cash flow generated $65.3 million vs. $56.4 million last year MIAMI, May 06, 2025 (GLOBE NEWSWIRE) - Varonis Systems,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:          ☐     Preliminary Proxy Statement  ☐     Confidential, for Use of the Commission Only (as

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Exhibit 4.1

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, par value $0.001 per share, of Varonis Systems, Inc. (the “Company,” “we” or “us”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description is a summary and is

Forms of Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the Amended and Restated 2023 Omnibus Equity Incentive Plan (Israeli Employees)

[FORM OF] AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the “Company”), pursuant to its Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan (including the Sub- Plan for Israeli Participants adopted by the Company) (the ”Plan”), attached hereto as Exhibits C1 a

Policy For The Recovery Of Erroneously Awarded Compensation

VARONIS SYSTEMS, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act (“Rule 10D-1”), the Board of Directors (the “Board”) of Varonis Systems, Inc. (the “Company”)

List of Subsidiaries

Exhibit 21.1 VARONIS SYSTEMS, INC. SUBSIDIARIES Subsidiary State/Country of Incorporation/Formation Varonis Systems Ltd. Israel Varonis (UK) Limited England Varonis Systems (Deutschland) GmbH Germany Varonis France SAS France Varonis Systems Corp. Canada (British Columbia) Varonis Systems (Ireland) Limited Ireland Varonis Systems (Australia) Pty Ltd Australia Varonis Systems (Netherlands) B.V. Net

As filed with the Securities and Exchange Commission on February 6, 2025

As filed with the Securities and Exchange Commission on February 6, 2025 Registration No.

Insider Trading Policy

VARONIS SYSTEMS, INC. INSIDER TRADING POLICY (Effective as of July 26, 2023) INTRODUCTION Federal and state laws prohibit purchasing or selling securities on the basis of material non-public information about the applicable company. These laws also prohibit persons in possession of material non-public information from disclosing this information to others who trade. In light of these prohibitions,

Filing Fee Table

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 VARONIS SYSTEMS INC Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common stock par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36324 VARONIS SYSTEM

Forms of Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the Amended and Restated 2023 Omnibus Equity Incentive Plan

[FORM OF] VARONIS SYSTEMS, INC. AMENDED AND RESTATED 2023 OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the “Company”), pursuant to its Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan (the “Plan”), attached hereto as Exhibit C, hereby grants to the individual listed below (the “Participant”) an Award of

Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Amended and Restated 2023 Omnibus Equity Incentive Plan

[FORM OF] AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the “Company”), pursuant to its Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan (the “Plan”), attached hereto as Exhibit B, hereby grants to the individual listed below (the “Participant”), an Award of restricted stock

Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Amended and Restated 2023 Omnibus Equity Incentive Plan (Israeli Employees)

[FORM OF] AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the “Company”), pursuant to its Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan (including the Sub-Plan for Israeli Participants adopted by the Company) (the “Plan”), attached hereto as Exhibits B1 and B2, respectively

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Varonis Announces Fourth Quarter 2024 and Full-Year 2024 Financial Results Annual recurring revenues grew 18% year-over-year SaaS ARR as a percentage of total ARR was approximately 53% Year-to-date cash from operations generated $115.2 million vs. $5

EXHIBIT 99.1 Varonis Announces Fourth Quarter 2024 and Full-Year 2024 Financial Results Annual recurring revenues grew 18% year-over-year SaaS ARR as a percentage of total ARR was approximately 53% Year-to-date cash from operations generated $115.2 million vs. $59.4 million last year Year-to-date free cash flow generated $108.5 million vs. $54.3 million last year NEW YORK, Feb. 04, 2025 (GLOBE NEW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARON

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Varonis Announces Third Quarter 2024 Financial Results Annual recurring revenues grew 18% year-over-year SaaS ARR as a percentage of total ARR was approximately 43% Year-to-date cash from operations generated $90.9 million vs. $49.0 million last year

EXHIBIT 99.1 Varonis Announces Third Quarter 2024 Financial Results Annual recurring revenues grew 18% year-over-year SaaS ARR as a percentage of total ARR was approximately 43% Year-to-date cash from operations generated $90.9 million vs. $49.0 million last year Year-to-date free cash flow generated $88.6 million vs. $46.0 million last year NEW YORK, Oct. 29, 2024 (GLOBE NEWSWIRE) - Varonis Syste

Indenture, dated as of September 10, 2024, by and between Varonis Systems, Inc. and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note, representing Varonis Systems, Inc.’s 1.00% Convertible Senior Notes due 2029)

Exhibit 4.1 VARONIS SYSTEMS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 10, 2024 1.00% Convertible Senior Notes due 2029 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 14 Section 2.01 Designation and Am

Form of Confirmation for Capped Call Transactions.

Exhibit 10.1 BID FORM September [], 2024 From: [Dealer] [] [] [] To: Varonis Systems, Inc. 1250 Broadway, 28th Floor New York, New York 10001 Attention: [Title of contact] Telephone No.: [] Facsimile No.: [] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into bet

2

Exhibit 99.1 Varonis Systems, Inc. Announces Proposed Offering of $350 Million of Convertible Senior Notes September 5, 2024 NEW YORK, Sept. 05, 2024 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS) (“Company” or “Varonis”) announced today its intention to offer $350.0 million aggregate principal amount of Convertible Senior Notes due 2029 (the “Notes”) in a private offering to persons reas

2

Exhibit 99.2 Varonis Systems, Inc. Announces Pricing of its Upsized $400 Million of Convertible Senior Notes September 5, 2024 NEW YORK, Sept. 05, 2024 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS) (“Company” or “Varonis”), announced today that it priced a private offering of $400 million aggregate principal amount of 1.00% Convertible Senior Notes due 2029 (the “Notes”). The Notes will

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

As filed with the Securities and Exchange Commission on July 30, 2024

As filed with the Securities and Exchange Commission on July 30, 2024 Registration No.

Employment Agreement, dated as of May 15, 2024, by and between

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this May 15, 2024, by and between Varonis Systems, Inc.

Employment Agreement, dated as of May 15, 2024, by and between Varonis Systems Ltd. and Yakov Faitelson

Confidential EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into this May 15, 2024, by and between Varonis Systems Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS SY

Filing Fee Table

EX-FILING FEES 4 ea021009301ex-feevaronis.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Varonis Systems, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price per Unit(2) Maximum Aggregate Offering Price Fe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fil

Varonis Announces Second Quarter 2024 Financial Results Annual recurring revenues grew 18% year-over-year SaaS ARR as a percentage of total ARR was approximately 36% Year-to-date cash from operations generated $68.4 million vs. $42.6 million last yea

EXHIBIT 99.1 Varonis Announces Second Quarter 2024 Financial Results Annual recurring revenues grew 18% year-over-year SaaS ARR as a percentage of total ARR was approximately 36% Year-to-date cash from operations generated $68.4 million vs. $42.6 million last year Year-to-date free cash flow generated $67.3 million vs. $40.0 million last year NEW YORK, July 29, 2024 (GLOBE NEWSWIRE) - Varonis Syst

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan

Exhibit 10.1 VARONIS SYSTEMS, INC. 2023 AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan, as amended and restated from time to time is the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees, directors, independent contractors and consu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS S

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Varonis Announces First Quarter 2024 Financial Results Annual recurring revenues grew 17% year-over-year SaaS ARR as a percentage of total ARR was approximately 30% Year-to-date cash from operations generated $56.7 million vs. $36.8 million last year

EXHIBIT 99.1 Varonis Announces First Quarter 2024 Financial Results Annual recurring revenues grew 17% year-over-year SaaS ARR as a percentage of total ARR was approximately 30% Year-to-date cash from operations generated $56.7 million vs. $36.8 million last year Year-to-date free cash flow generated $56.4 million vs. $35.7 million last year NEW YORK, May 06, 2024 (GLOBE NEWSWIRE) - Varonis System

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rul

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

VRNS / Varonis Systems, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02190-varonissystemsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Varonis Systems Inc Title of Class of Securities: Common Stock CUSIP Number: 922280102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to design

VRNS / Varonis Systems, Inc. / WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245766d18sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Varonis Systems Inc (Name of Issuer) Common Stock (Title of Class of Securities) 922280102 (CUSIP

Policy For The Recovery Of Erroneously Awarded Compensation

VARONIS SYSTEMS, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act (“Rule 10D-1”), the Board of Directors (the “Board”) of Varonis Systems, Inc. (the “Company”)

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, par value $0.001 per share, of Varonis Systems, Inc. (the “Company,” “we” or “us”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description is a summary and is

Employment Agreement, dated as of January 31, 2024, by and between the Company and Guy Melamed

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this January 31, 2024, by and between Varonis Systems, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36324 VARONIS SYSTEM

List of Subsidiaries

Exhibit 21.1 VARONIS SYSTEMS, INC. SUBSIDIARIES Subsidiary State/Country of Incorporation/Formation Varonis Systems Ltd. Israel Varonis (UK) Limited England Varonis Systems (Deutschland) GmbH Germany Varonis France SAS France Varonis Systems Corp. Canada (British Columbia) Varonis Systems (Ireland) Limited Ireland Varonis Systems (Australia) Pty Ltd Australia Varonis Systems (Netherlands) B.V. Net

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Varonis Systems, Inc.

As filed with the Securities and Exchange Commission on February 6, 2024

As filed with the Securities and Exchange Commission on February 6, 2024 Registration No.

Employment Agreement, dated as of January 31, 2024, by and between Varonis Systems Ltd. and Guy Melamed

Confidential EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into this January 31, 2024, by and between Varonis Systems Ltd.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Varonis Announces Fourth Quarter and Full-Year 2023 Financial Results Annual recurring revenues grew 17% year-over-year SaaS ARR as a percentage of total ARR was approximately 23% Year-to-date cash from operations generated $59.4 million vs. $11.9 mi

EXHIBIT 99.1 Varonis Announces Fourth Quarter and Full-Year 2023 Financial Results Annual recurring revenues grew 17% year-over-year SaaS ARR as a percentage of total ARR was approximately 23% Year-to-date cash from operations generated $59.4 million vs. $11.9 million last year Year-to-date free cash flow generated $54.3 million vs. $0.5 million last year NEW YORK, Feb. 05, 2024 (GLOBE NEWSWIRE) -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARON

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Varonis Announces Third Quarter 2023 Financial Results Annual recurring revenues grew 16% year-over-year 59% SaaS mix of new business and upsell ARR in the third quarter Year-to-date cash from operations generated $49.0 million vs. $8.4 million last

EXHIBIT 99.1 Varonis Announces Third Quarter 2023 Financial Results Annual recurring revenues grew 16% year-over-year 59% SaaS mix of new business and upsell ARR in the third quarter Year-to-date cash from operations generated $49.0 million vs. $8.4 million last year Year-to-date free cash flow generated $46.0 million vs. $0.8 million last year NEW YORK, Oct. 30, 2023 (GLOBE NEWSWIRE) - Varonis Sy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS SY

Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2023 Omnibus Equity Incentive Plan (Israeli Employees)

[FORM OF] VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the “Company”), pursuant to its 2023 Omnibus Equity Incentive Plan (including the Sub-Plan for Israeli Participants adopted by the Company) (the “Plan”), attached hereto as Exhibits B1 and B2, respectively, hereby grants to the individual listed below (the “Participant

Forms of Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the 2023 Omnibus Equity Incentive Plan

[FORM OF] VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the “Company”), pursuant to its 2023 Omnibus Equity Incentive Plan (the ”Plan”), attached hereto as Exhibit C, hereby grants to the individual listed below (the “Participant”) an Award of performance-based restricted stock units (“PSUs”). Each earned

Forms of Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the 2023 Omnibus Equity Incentive Plan (Israeli Employees)

[FORM OF] VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the “Company”), pursuant to its 2023 Omnibus Equity Incentive Plan (including the Sub- Plan for Israeli Participants adopted by the Company) (the ”Plan”), attached hereto as Exhibits C1 and C2, respectively, hereby grants to the individual listed belo

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Varonis Systems, Inc.

Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2023 Omnibus Equity Incentive Plan

[FORM OF] VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the “Company”), pursuant to its 2023 Omnibus Equity Incentive Plan (the “Plan”), attached hereto as Exhibit B, hereby grants to the individual listed below (the “Participant”), an Award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each vested Restric

As filed with the Securities and Exchange Commission on August 1, 2023

As filed with the Securities and Exchange Commission on August 1, 2023 Registration No.

Varonis Announces Second Quarter 2023 Financial Results Annual recurring revenues grew 17% year-over-year 58% SaaS mix of new business and upsell ARR in the second quarter Year-to-date cash from operations generated $42.6 million vs. $10.1 million la

EXHIBIT 99.1 Varonis Announces Second Quarter 2023 Financial Results Annual recurring revenues grew 17% year-over-year 58% SaaS mix of new business and upsell ARR in the second quarter Year-to-date cash from operations generated $42.6 million vs. $10.1 million last year Year-to-date free cash flow generated $40.0 million vs. $3.9 million last year NEW YORK, July 31, 2023 (GLOBE NEWSWIRE) - Varonis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 VARONIS SYSTEMS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fil

VRNS / Varonis Systems Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Varonis Systems Inc. Title of Class of Securities: Common Stock CUSIP Number: 922280102 Date of Event Which Requires Filing of this Statement: June 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 VARONIS SYSTEMS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan

Exhibit 10.1 VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees, directors, independent contractors and consultants of the Company or its Affiliates whose contributions are essential to the grow

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS S

, 2023, by and between Varonis Systems Ltd. and Guy Melamed

EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into this March 2, 2023 by and between Varonis Systems Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 VARONIS SYSTEMS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Varonis Announces First Quarter 2023 Financial Results Annual recurring revenues grew 18% year-over-year 37% SaaS mix of new business and upsell ARR in the first quarter Year-to-date cash from operations generated of $36.8 million vs. $24.5 million l

EXHIBIT 99.1 Varonis Announces First Quarter 2023 Financial Results Annual recurring revenues grew 18% year-over-year 37% SaaS mix of new business and upsell ARR in the first quarter Year-to-date cash from operations generated of $36.8 million vs. $24.5 million last year Year-to-date free cash flow generated of $35.7 million vs. $21.0 million last year NEW YORK, May 01, 2023 (GLOBE NEWSWIRE) - Var

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rul

Varonis Hosts Investor Day

EXHIBIT 99.1 Varonis Hosts Investor Day NEW YORK, March 14, 2023 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, is hosting an Investor Day today, in New York, beginning at 9.00 a.m. ET. Members of the Varonis executive management team will provide an update on the company’s vision and SaaS transition strategy followed by a question and answer ses

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 VARONIS SYSTEMS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fi

VRNS / Varonis Systems Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Varonis Systems Inc. Class B Title of Class of Securities: Common Stock CUSIP Number: 922280102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is

VRNS / Varonis Systems Inc / WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC - SC 13G Passive Investment

SC 13G 1 tm235848d32sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Varonis Systems Inc (Name of Issuer) Common Stock (Title of Class of Securities) 922280102 (CUSIP Numbe

Exhibit 4.1

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, par value $0.001 per share, of Varonis Systems, Inc. (the “Company,” “we” or “us”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description is a summary and is

Employment Agreement, dated as of March 12, 2021, by and between the Company and Dov Gottlieb

vrnsq420221016 March 12, 2021 Dov Gottlieb, Esq. Dear Dov: Varonis Systems, Inc. (the "Company") is pleased to offer you the position of Vice President & General Counsel of the Company. This letter embodies the terms of our offer of employment to you (the “Offer Agreement”). You will commence employment with the Company on or about the date that is thirty (30) days following the date that you prov

List of Subsidiaries

Exhibit 21.1 VARONIS SYSTEMS, INC. SUBSIDIARIES Subsidiary State/Country of Incorporation/Formation Varonis Systems Ltd. Israel Varonis (UK) Limited England Varonis Systems (Deutschland) GmbH Germany Varonis France SAS France Varonis Systems Corp. Canada (British Columbia) Varonis Systems (Ireland) Limited Ireland Varonis Systems (Australia) Pty Ltd Australia Varonis Systems (Netherlands) B.V. Net

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36324 VARONIS SYSTEM

Varonis Systems Severance Plan

VARONIS SYSTEMS SEVERANCE PLAN Effective February 2, 2023 TABLE OF CONTENTS Page ARTICLE One FOREWORD 3 1.

As filed with the Securities and Exchange Commission on February 7, 2023

S-8 1 ea172416-s8varonissys.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 7, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 57-1222280 (State or other

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Varonis Systems, Inc.

VRNS / Varonis Systems Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* VARONIS SYSTEMS INC (Name of Issuer) Common Stock (Title of Class of Securities) 922280102 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Varonis Announces Fourth Quarter and Full-Year 2022 Financial Results Annual recurring revenues grew 20% year-over-year Fourth quarter total revenues grew 13% year-over-year Approximately 10% SaaS mix of new business and upsell ARR in the fourth quar

EXHIBIT 99.1 Varonis Announces Fourth Quarter and Full-Year 2022 Financial Results Annual recurring revenues grew 20% year-over-year Fourth quarter total revenues grew 13% year-over-year Approximately 10% SaaS mix of new business and upsell ARR in the fourth quarter NEW YORK, Feb. 06, 2023 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today anno

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 VARONIS SYSTEMS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

VRNS / Varonis Systems Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* VARONIS SYSTEMS INC (Name of Issuer) Common Stock (Title of Class of Securities) 922280102 (CUSIP Number) October 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARON

Varonis Announces Third Quarter 2022 Financial Results Company announces early availability of the Varonis Data Security Platform as a SaaS Annual recurring revenues grew 26% year-over-year and total revenues grew 23% year-over-year Company announces

EXHIBIT 99.1 Varonis Announces Third Quarter 2022 Financial Results Company announces early availability of the Varonis Data Security Platform as a SaaS Annual recurring revenues grew 26% year-over-year and total revenues grew 23% year-over-year Company announces $100.0 million share repurchase authorization NEW YORK, Oct. 31, 2022 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS SY

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fi

Varonis Announces Second Quarter 2022 Financial Results Annual recurring revenues grew 30% year-over-year to $426.3 million Total revenues grew 26% year-over-year to $111.4 million Adjusted for constant currency and Russia, annual recurring revenues

EXHIBIT 99.1 Varonis Announces Second Quarter 2022 Financial Results Annual recurring revenues grew 30% year-over-year to $426.3 million Total revenues grew 26% year-over-year to $111.4 million Adjusted for constant currency and Russia, annual recurring revenues grew 32% year-over-year and total revenues grew 30% year-over-year, respectively NEW YORK, Aug. 01, 2022 (GLOBE NEWSWIRE) - Varonis Syste

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS S

Forms of Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the 2013 Omnibus Equity Incentive Plan (Israeli Employees)

VARONIS SYSTEMS, INC. 2013 OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the ?Company?), pursuant to its 2013 Omnibus Equity Incentive Plan (including the Sub-Plan for Israeli Participants adopted by the Company) (the "Plan"), hereby grants to the individual listed below (the ?Participant?) an Award of performance-based restricted s

Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2013 Omnibus Equity Incentive Plan (Israeli Employees)

VARONIS SYSTEMS, INC. 2013 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the "Company"), pursuant to its 2013 Omnibus Equity Incentive Plan (including the Sub-Plan for Israeli Participants adopted by the Company) (the "Plan"), hereby grants to the individual listed below (the "Participant"), an Award of restricted stock units ("Restricted Stock Units

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2022 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Varonis Announces First Quarter 2022 Financial Results Annual recurring revenues grew to $404.5 million, a 32% increase year-over-year Total revenues grew 29% year-over-year to $96.3 million in Q1 2022

EXHIBIT 99.1 Varonis Announces First Quarter 2022 Financial Results Annual recurring revenues grew to $404.5 million, a 32% increase year-over-year Total revenues grew 29% year-over-year to $96.3 million in Q1 2022 NEW YORK, May 02, 2022 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced financial results for the first quarter ended M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

VRNS / Varonis Systems Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Varonis Systems Inc. Class B Title of Class of Securities: Common Stock CUSIP Number: 922280102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is

As filed with the Securities and Exchange Commission on February 8, 2022

As filed with the Securities and Exchange Commission on February 8, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Varonis Systems, Inc.

Amended and Restated Bylaws (marked)

AMENDED AND RESTATED BYLAWS OF VARONIS SYSTEMS, INC. (a Delaware corporation) As Effective March 5February 3, 2014 2022 ARTICLE I STOCKHOLDERS Section 1.1: Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors of the Corporation (the ?Board?) shall each year fix. The meeting may

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, par value $0.001 per share, of Varonis Systems, Inc. (the ?Company,? ?we? or ?us?) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). This description is a summary and is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36324 VARONIS SYSTEM

Amended and Restated Bylaws

AMENDED AND RESTATED BYLAWS OF VARONIS SYSTEMS, INC. (a Delaware corporation) As Effective February 3, 2022 ARTICLE I STOCKHOLDERS Section 1.1: Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors of the Corporation (the ?Board?) shall each year fix. The meeting may be held eith

List of Subsidiaries

Exhibit 21.1 VARONIS SYSTEMS, INC. SUBSIDIARIES Subsidiary State/Country of Incorporation/Formation Varonis Systems Ltd. Israel Varonis (UK) Limited England Varonis Systems (Deutschland) GmbH Germany Varonis France SAS France Varonis Systems Corp. Canada (British Columbia) Varonis Systems (Ireland) Limited Ireland Varonis Systems (Australia) Pty Ltd Australia Varonis Systems (Netherlands) B.V. Net

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2022 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Varonis Announces Fourth Quarter and Full-Year 2021 Financial Results Annual recurring revenues grew to $387.1 million, a 35% increase year-over-year Total revenues grew 33% year-over-year to $126.6 million in Q4 2021

EXHIBIT 99.1 Varonis Announces Fourth Quarter and Full-Year 2021 Financial Results Annual recurring revenues grew to $387.1 million, a 35% increase year-over-year Total revenues grew 33% year-over-year to $126.6 million in Q4 2021 NEW YORK, Feb. 07, 2022 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced financial results for the four

VRNS / Varonis Systems Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* VARONIS SYSTEMS INC (Name of Issuer) Common Stock (Title of Class of Securities) 922280102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2022 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARON

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2021 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Varonis Announces Third Quarter 2021 Financial Results Total quarterly revenues surpassed $100 million for the first time Total revenues grew 31% year-over-year to $100.4 million in Q3 2021 Annual recurring revenues grew to $354.2 million, a 36% incr

EXHIBIT 99.1 Varonis Announces Third Quarter 2021 Financial Results Total quarterly revenues surpassed $100 million for the first time Total revenues grew 31% year-over-year to $100.4 million in Q3 2021 Annual recurring revenues grew to $354.2 million, a 36% increase over third quarter 2020 NEW YORK, Nov. 01, 2021 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS SY

Varonis Announces Second Quarter 2021 Financial Results Total revenues grew 33% year-over-year to $88.4 million in Q2 2021 Annual recurring revenues grew to $328.2 million, a 39% increase over second quarter 2020

EXHIBIT 99.1 Varonis Announces Second Quarter 2021 Financial Results Total revenues grew 33% year-over-year to $88.4 million in Q2 2021 Annual recurring revenues grew to $328.2 million, a 39% increase over second quarter 2020 NEW YORK, Aug. 02, 2021 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced financial results for the second qu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fi

VRNS / Varonis Systems Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Varonis Systems Inc (Name of Issuer) Common Stock (Title of Class of Securities) 922280102 (CUSIP Number) May 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS S

Varonis Announces First Quarter 2021 Financial Results Total revenues grew 38% year-over-year to $74.8 million in Q1 2021 Subscription revenues increased 120% to $44.8 million year-over-year Annual recurring revenues grew to $306.9 million, a 39% inc

EXHIBIT 99.1 Varonis Announces First Quarter 2021 Financial Results Total revenues grew 38% year-over-year to $74.8 million in Q1 2021 Subscription revenues increased 120% to $44.8 million year-over-year Annual recurring revenues grew to $306.9 million, a 39% increase over first quarter 2020 NEW YORK, May 03, 2021 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2021 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2021 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2021 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

CALCULATION OF REGISTRATION FEE

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252902 CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Amount To Be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount Of Registration Fee Common stock, par value $0.001 per share 2,653,846 ?(1) $ 195.00 $ 517,499,970.00 $ 56,459.25 ?(2) (1) Includes 346,153 sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Underwriting Agreement, dated February 10, 2021, between Varonis Systems, Inc. and J.P. Morgan Securities LLC, Barclays Capital, Inc., Jefferies LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed therein.

EX-1.1 2 ea135277ex1-1varonissys.htm UNDERWRITING AGREEMENT, DATED FEBRUARY 10, 2021, BETWEEN VARONIS SYSTEMS, INC. AND J.P. MORGAN SECURITIES LLC, BARCLAYS CAPITAL, INC., JEFFERIES LLC AND RBC CAPITAL MARKETS, LLC, AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS LISTED THEREIN Exhibit 1.1 EXECUTION VERSION Varonis Systems, Inc. 2,307,693 Shares of Common Stock Underwriting Agreement February 10, 2

Per Share

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252902 Subject to completion, dated February 9, 2021 Preliminary prospectus supplement (To prospectus dated February 9, 2021) $400,000,000 Varonis Systems, Inc. Common Stock We are offering $400.0 million of shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed on The Nasda

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Varonis Systems Inc. Title of Class of Securities: Common Stock CUSIP Number: 922280102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 9, 2021 Registration No.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36324 VARONIS SYSTEM

Exhibit 4.1

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, par value $0.001 per share, of Varonis Systems, Inc. (the “Company,” “we” or “us”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description is a summary and is

List of Subsidiaries

Exhibit 21.1 VARONIS SYSTEMS, INC. SUBSIDIARIES Subsidiary State/Country of Incorporation/Formation Varonis Systems Ltd. Israel Varonis (UK) Limited England Varonis Systems (Deutschland) GmbH Germany Varonis France SAS France Varonis Systems Corp. Canada (British Columbia) Varonis Systems (Ireland) Limited Ireland Varonis Systems (Australia) Pty Ltd Australia Varonis Systems (Netherlands) B.V. Net

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Varonis Systems (Name of Issuer) Common (Title of Class of Securities) 922280102 (CUSIP Number) 12/31/2020 (Date of Event Which Requires Fi

Form of Indenture relating to the Company's debt securities

Exhibit 4.1 VARONIS SYSTEMS, INC. INDENTURE Dated as of , 20 [Trustee] Trustee TABLE OF CONTENTS Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 Article II THE SECURITIES 6 Section 2.1 Issuable in Series 6 Section 2.2 Establishmen

Varonis Announces Fourth Quarter and Full-Year 2020 Financial Results Q4 2020 revenues grew 31% year-over-year to $95.2 million Annual recurring revenues of $287.3 million, representing growth of 37% over Q4 2019 Company announces three-for-one stock

EXHIBIT 99.1 Varonis Announces Fourth Quarter and Full-Year 2020 Financial Results Q4 2020 revenues grew 31% year-over-year to $95.2 million Annual recurring revenues of $287.3 million, representing growth of 37% over Q4 2019 Company announces three-for-one stock split NEW YORK, Feb. 08, 2021 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today a

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2021 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

- FORM S-8

As filed with the Securities and Exchange Commission on January 19, 2021 Registration No.

- FORM S-8

As filed with the Securities and Exchange Commission on November 3, 2020 Registration No.

Polyrize Security Ltd. 2019 Share Incentive Plan, as amended

Exhibit 99.1 AMENDMENT TO THE POLYRIZE SECURITY LTD. 2019 SHARE INCENTIVE PLAN October 29, 2020 WHEREAS, on October 29, 2020, Varonis Systems, Inc. a Delaware corporation ("Varonis") acquired Polyrize Security Ltd. ("Polyrize") pursuant to that certain share purchase agreement dated October 26, 2020 by and among Varonis, Polyrize and such other parties indicated therein (the "Transaction"); WHEREA

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARON

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2020 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Varonis Announces Third Quarter 2020 Financial Results Total revenue growth of 17% included a 99% subscription mix, compared to 74% in Q3 2019 Annual recurring revenues of $261.1 million, representing growth of 46% over Q3 2019 Announces agreement to

EXHIBIT 99.1 Varonis Announces Third Quarter 2020 Financial Results Total revenue growth of 17% included a 99% subscription mix, compared to 74% in Q3 2019 Annual recurring revenues of $261.1 million, representing growth of 46% over Q3 2019 Announces agreement to acquire Polyrize to expand the Varonis Data Security Platform to cover additional cloud applications and infrastructure NEW YORK, Oct. 2

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS SY

Varonis Announces Second Quarter 2020 Financial Results Annual recurring revenues of $235.7 million, representing growth of 52% over Q2 2019 Subscription revenues mix of 99%, compared to 56% in Q2 2019

EXHIBIT 99.1 Varonis Announces Second Quarter 2020 Financial Results Annual recurring revenues of $235.7 million, representing growth of 52% over Q2 2019 Subscription revenues mix of 99%, compared to 56% in Q2 2019 NEW YORK, Aug. 03, 2020 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced financial results for the second quarter ended

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2020 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2020 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2020 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Indenture, dated as of May 11, 2020, by and between Varonis Systems, Inc. and U.S. Bank National Association, as Trustee (including Form of Note, representing Varonis Systems, Inc.’s 1.25% Convertible Senior Notes due 2025)

Exhibit 4.1 Execution Version VARONIS SYSTEMS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 11, 2020 1.25% Convertible Senior Notes due 2025 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 13 Section 2.01 Designation and Amoun

Form of Confirmation for Capped Call Transactions

Exhibit 10.1 May [], 2020 From: [Dealer] [] [] [] To: Varonis Systems, Inc. 1250 Broadway, 29th Floor New York NY 10001 Attention: Amir Nitsav / Jamie Arestia Telephone No.: +1 (646) 341-8561 / +1 (646) 640-2149 Email: [email protected] / [email protected] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and cond

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2020 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Varonis Systems, Inc. Announces Proposed Offering of $175 Million of Convertible Senior Notes

Exhibit 99.1 Varonis Systems, Inc. Announces Proposed Offering of $175 Million of Convertible Senior Notes NEW YORK, May 06, 2020 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS) (“Company” or “Varonis”) announced today its intention to offer $175 million aggregate principal amount of Convertible Senior Notes due 2025 (the “Notes”) in a private offering to persons reasonably believed to be

Varonis Systems, Inc. Announces Pricing of $220 Million Offering of Convertible Senior Notes

Exhibit 99.2 Varonis Systems, Inc. Announces Pricing of $220 Million Offering of Convertible Senior Notes NEW YORK, May 07, 2020 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS) (“Company” or “Varonis”), announced today that it priced a private offering of $220.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2025 (the “Notes”). The Notes will only be sold to perso

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS S

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2020 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Varonis Announces First Quarter 2020 Financial Results Annual recurring revenues of $220.5 million, representing growth of 59% over Q1 2019 Subscription revenues mix of 98%, compared to 31% in Q1 2019

EXHIBIT 99.1 Varonis Announces First Quarter 2020 Financial Results Annual recurring revenues of $220.5 million, representing growth of 59% over Q1 2019 Subscription revenues mix of 98%, compared to 31% in Q1 2019 NEW YORK, May 04, 2020 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced results for the first quarter ended March 31, 20

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

VRNS / Varonis Systems, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2020 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fil

Varonis Announces Preliminary First Quarter 2020 Financial Results Revenues negatively impacted by COVID-19 ARR range of $220.2 million to $220.6 million, representing growth of approximately 60% Subscription revenues mix greater than 95%, compared t

EXHIBIT 99.1 Varonis Announces Preliminary First Quarter 2020 Financial Results Revenues negatively impacted by COVID-19 ARR range of $220.2 million to $220.6 million, representing growth of approximately 60% Subscription revenues mix greater than 95%, compared to 31% in Q1 2019 Company is withdrawing full year 2020 financial guidance NEW YORK, April 06, 2020 (GLOBE NEWSWIRE) - Varonis Systems, In

VRNS / Varonis Systems, Inc. / Jackson Square Partners, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No.)* Varonis Systems (Name of Issuer) Common (Title of Class of Securities) 922280102 (CUSIP Number) 12/31/2019 (Date of Event Which Requires Fili

VRNS / Varonis Systems, Inc. / CADIAN CAPITAL MANAGEMENT, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

VRNS / Varonis Systems, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Varonis Systems Inc Title of Class of Securities: Common Stock CUSIP Number: 922280102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

List of Subsidiaries

Exhibit 21.1 VARONIS SYSTEMS, INC. SUBSIDIARIES Subsidiary State/Country of Incorporation/Formation Varonis Systems Ltd. Israel Varonis (UK) Limited England Varonis Systems (Deutschland) GmbH Germany Varonis France SAS France Varonis Systems Corp. Canada (British Columbia) Varonis Systems (Ireland) Limited Ireland Varonis Systems (Australia) Pty Ltd Australia Varonis Systems (Netherlands) B.V. Net

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, par value $0.001 per share, of Varonis Systems, Inc. (the “Company,” “we” or “us”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description is a summary and is

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36324 VARONIS SYSTEM

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2020 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Varonis Announces Fourth Quarter and Full Year 2019 Financial Results Annual recurring revenues grew to $210.5 million, a 62% increase over fourth quarter 2018 Subscription revenues were 82% of fourth quarter 2019 license revenues

EXHIBIT 99.1 Varonis Announces Fourth Quarter and Full Year 2019 Financial Results Annual recurring revenues grew to $210.5 million, a 62% increase over fourth quarter 2018 Subscription revenues were 82% of fourth quarter 2019 license revenues NEW YORK, Feb. 10, 2020 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced results for the f

VRNS / Varonis Systems, Inc. S-8 - - FORM S-8

As filed with the Securities and Exchange Commission on January 21, 2020 Registration No.

VRNS / Varonis Systems, Inc. CORRESP - -

November 19, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARON

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2019 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Varonis Announces Third Quarter 2019 Financial Results Annual recurring revenues grew to $178.9 million, a 52% increase over third quarter 2018 Subscription revenues increased to 74% of third quarter 2019 license revenues Raising full-year 2019 subsc

EXHIBIT 99.1 Varonis Announces Third Quarter 2019 Financial Results Annual recurring revenues grew to $178.9 million, a 52% increase over third quarter 2018 Subscription revenues increased to 74% of third quarter 2019 license revenues Raising full-year 2019 subscription mix guidance to approximately 62% from 45% NEW YORK, Oct. 28, 2019 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pio

VRNS / Varonis Systems, Inc. CORRESP - -

September 12, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

VRNS / Varonis Systems, Inc. CORRESP - -

September 12, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS SY

Varonis Announces Second Quarter 2019 Financial Results Subscription revenues represent 56% of second quarter license revenues Company is raising full year 2019 subscription mix guidance from 25% to 45%

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Varonis Announces Second Quarter 2019 Financial Results Subscription revenues represent 56% of second quarter license revenues Company is raising full year 2019 subscription mix guidance from 25% to 45% NEW YORK, July 29, 2019 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced results fo

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k072919.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 29, 2019 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incor

VRNS / Varonis Systems, Inc. CORRESP - -

FOIA CONFIDENTIAL TREATMENT REQUESTED BY VARONIS SYSTEMS, INC. FOR CERTAIN PORTIONS OF THIS LETTER PURSUANT TO 17 C.F.R. § 200.83 July 12, 2019 VIA EDGAR AND HAND DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-3561 Attn: Stephen Krikorian, Accounting Branch Chief, Office of Information Technologies and Services Varonis Systems, I

Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the 2013 Plan, dated February 14, 2019, between Yakov Faitelson and the Company

Exhibit 10.2 Varonis Systems, INC. 2013 Omnibus Equity INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the "Company"), pursuant to its 2013 Omnibus Equity Incentive Plan (the "Plan"), hereby grants to the individual listed below (the "Participant") an Award of performance-based restricted stock units ("PSUs"). Each earned and vested PSU represents t

Forms of Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the 2013 Omnibus Equity Incentive Plan

Exhibit 10.4 [FORM OF] Varonis Systems, INC. 2013 Omnibus Equity INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE Varonis Systems, Inc. (the “Company”), pursuant to its 2013 Omnibus Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an award of performance-based restricted stock units (“PSUs”). Each earned and vested PSU re

Amended and Restated Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the 2013 Omnibus Equity Incentive Plan, dated June 25, 2019, between Yakov Faitelson and the Company

Exhibit 10.3 Varonis Systems, INC. 2013 Omnibus Equity INCENTIVE PLAN AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE This Amended & Restated Performance-Based Restricted Stock Unit Award Grant Notice, dated June 25, 2019 (this “Notice”), is by and between Varonis Systems, Inc. (the “Company”) and Yakov Faitelson (the “Participant”). Capitalized terms not specifical

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2019 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fil

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2019 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS S

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 29, 2019 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File N

Varonis Announces First Quarter 2019 Financial Results Subscription revenues represent 31% of first quarter license revenues Total revenues of $56.4 million, up 5% year-over-year

EXHIBIT 99.1 Varonis Announces First Quarter 2019 Financial Results Subscription revenues represent 31% of first quarter license revenues Total revenues of $56.4 million, up 5% year-over-year NEW YORK, April 29, 2019 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced results for the first quarter ended March 31, 2019. Yaki Faitelson,

VRNS / Varonis Systems, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

VRNS / Varonis Systems, Inc. FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

March 22, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Employment Agreement, dated as of February 7, 2019, by and between the Company and Gilad Raz

Exhibit 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 7, 2019, by and between Varonis Systems, Inc., a Delaware corporation (the “Company”), and Gilad Raz (“Executive”), to be effective as of January 1, 2019 (the “Effective Date”). Where the context permits, references to “the Company” shall include the Company and any successor of the Compa

Employment Agreement, dated as of February 8, 2018, by and between Varonis Systems Ltd. and David Bass

Exhibit 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 8, 2018, by and between Varonis Systems Ltd., an Israeli corporation (the “Company”), and David Bass (“Executive”), to be effective on the Effective Date (as defined below). Where the context permits, references to “the Company” shall include the Company and any successor of the Company.

December 31, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36324 VARONIS SYSTEM

VRNS / Varonis Systems, Inc. / VANGUARD GROUP INC Passive Investment

varonissystemsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Varonis Systems Inc Title of Class of Securities: Common Stock CUSIP Number: 922280102 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate bo

List of Subsidiaries

Exhibit 21.1 VARONIS SYSTEMS, INC. SUBSIDIARIES Subsidiary State/Country of Incorporation/Formation Varonis Systems Ltd. Israel Varonis (UK) Limited England Varonis Systems (Deutschland) GmbH Germany Varonis France SAS France Varonis Systems Corp. Canada (British Columbia) Varonis Systems (Ireland) Limited Ireland Varonis Systems (Australia) Pty Ltd Australia Varonis Systems (Netherlands) B.V. Net

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): February 11, 2019 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fil

Varonis Announces Fourth Quarter and Full Year 2018 Financial Results Company announces shift from perpetual license to subscription model Fourth quarter total revenues of $87.5 million, up 20% year-over-year Full year total revenues of $270.3 millio

EXHIBIT 99.1 Varonis Announces Fourth Quarter and Full Year 2018 Financial Results Company announces shift from perpetual license to subscription model Fourth quarter total revenues of $87.5 million, up 20% year-over-year Full year total revenues of $270.3 million, up 25% year-over-year NEW YORK, Feb. 11, 2019 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and

VRNS / Varonis Systems, Inc. / PRUDENTIAL FINANCIAL INC Passive Investment

13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.

VRNS / Varonis Systems, Inc. FORM S-8

As filed with the Securities and Exchange Commission on January 22, 2019 Registration No.

VRNS / Varonis Systems, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARON

Varonis Announces Third Quarter 2018 Financial Results Total revenues of $67.1 million, up 26% year-over-year License revenues of $35.8 million, up 23% year-over-year

EXHIBIT 99.1 Varonis Announces Third Quarter 2018 Financial Results Total revenues of $67.1 million, up 26% year-over-year License revenues of $35.8 million, up 23% year-over-year NEW YORK, Oct. 29, 2018 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced results for the third quarter ended September 30, 2018. Yaki Faitelson, Varonis C

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): October 29, 2018 Varonis Systems, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File

Amendment to Employment Agreement, dated as of August 27, 2018, by and between the Company and James O’Boyle

Exhibit 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), dated as of August 27, 2018, by and between Varonis Systems, Inc., a Delaware corporation (the “Company”), and James O’Boyle (“Executive”). WHEREAS, the Company is party to an employment agreement with Executive dated as of February 10, 2014 (the “Agreement”); WHEREAS, the Company desires to clarify and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2018 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission F

Amendment to Employment Agreement, dated as of August 27, 2018, by and between the Company and Guy Melamed

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), dated as of August 27, 2018, 2018, by and between Varonis Systems, Inc., a Delaware corporation (the “Company”), and Guy Melamed (“Executive”). WHEREAS, the Company is party to an employment agreement with Executive, dated as of February 7, 2017, and amended as of February 8, 2018 (the “Agreement”); WHE

Amendment to Employment Agreement, dated as of August 27, 2018, by and between the Company and Yakov Faitelson

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), dated as of August 27, 2018, by and between Varonis Systems, Inc., a Delaware corporation (the “Company”), and Yakov Faitelson (“Executive”). WHEREAS, the Company is party to an employment agreement with Executive dated as of February 10, 2014 (the “Agreement”); WHEREAS, the Company desires to clarify a

VRNS / Varonis Systems, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS SY

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 30, 2018 Varonis Systems, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Varonis Announces Second Quarter 2018 Financial Results Total revenues of $62.2 million, up 26% year-over-year License revenues of $33.5 million, up 23% year-over-year

EXHIBIT 99.1 Varonis Announces Second Quarter 2018 Financial Results Total revenues of $62.2 million, up 26% year-over-year License revenues of $33.5 million, up 23% year-over-year NEW YORK, July 30, 2018 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq:VRNS), a pioneer in data security and analytics, today announced results for the second quarter ended June 30, 2018. Yaki Faitelson, Varonis CEO,

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2018 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fi

Employment Agreement by and between Varonis Systems Ltd. and David Bass, dated as of February 8, 2018

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 8, 2018, by and between Varonis Systems Ltd., an Israeli corporation (the “Company”), and David Bass (“Executive”), to be effective on the Effective Date (as defined below). Where the context permits, references to “the Company” shall include the Company and any successor of the Company. W

VRNS / Varonis Systems, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS S

Varonis Announces First Quarter 2018 Financial Results

EXHIBIT 99.1 Varonis Announces First Quarter 2018 Financial Results Total revenues of $53.5 million, up 35% year-over-year License revenues of $25.1 million, up 39% year-over-year NEW YORK, April 30, 2018 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq:VRNS), a pioneer in data security and analytics, today announced results for the first quarter ended March 31, 2018. Yaki Faitelson, Varonis CEO,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 30, 2018 Varonis Systems, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission File N

VRNS / Varonis Systems, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

VRNS / Varonis Systems, Inc. DEF14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

VRNS / Varonis Systems, Inc. / EVERGREEN IV L.P. - SCHEDULE 13G/A Passive Investment

Schedule 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Varonis Systems, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 922280 10 2 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

VRNS / Varonis Systems, Inc. / ACCEL EUROPE L P - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 2)* Varonis Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 922280102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires

VRNS / Varonis Systems, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36324 VARONIS SYSTEM

List of Subsidiaries

Exhibit 21.1 VARONIS SYSTEMS, INC. SUBSIDIARIES Subsidiary State/Country of Incorporation/Formation Varonis Systems Ltd. Israel Varonis (UK) Limited England Varonis Systems (Deutschland) GmbH Germany Varonis France SAS France Varonis Systems Corp. Canada (British Columbia) Varonis Systems (Ireland) Limited Ireland Varonis Systems (Australia) Pty Ltd Australia

Amendment to Employment Agreement, dated as of February 8, 2018, by and between the Company and Guy Melamed

EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT (?Amendment?), dated as of February 8, 2018 (the ?Effective Date?), between Varonis Systems, Inc., a Delaware corporation (the ?Company?), and Guy Melamed (?Executive?). WHEREAS, the Company is party to an employment agreement with Executive, dated as of February 7, 2017 (the ?Agreement?), which set forth Executive?s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2018 VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission

Varonis Announces Fourth Quarter and Full Year 2017 Financial Results Fourth quarter total revenues of $73.2 million, up 35% year-over-year Full year total revenues of $217.4 million, up 32% year-over-year

EdgarFiling EXHIBIT 99.1 Varonis Announces Fourth Quarter and Full Year 2017 Financial Results Fourth quarter total revenues of $73.2 million, up 35% year-over-year Full year total revenues of $217.4 million, up 32% year-over-year NEW YORK, Feb. 12, 2018 (GLOBE NEWSWIRE) - Varonis Systems, Inc. (Nasdaq:VRNS), a pioneer in data security and analytics, today announced results for the fourth quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): February 12, 2018 Varonis Systems, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-36324 57-1222280 (State or Other Jurisdiction of Incorporation) (Commission Fil

VRNS / Varonis Systems, Inc. / Pitango Venture Capital Fund IV, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Varonis Systems, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 922280102 (CUSIP Number) Ofira Kadmor Director of Finance Pitango Venture Capital 11 HaMenofim St. Bldg. B Herzliya 46725, Israel Tel +972-9-

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Amendment No.

VRNS / Varonis Systems, Inc. / PRUDENTIAL FINANCIAL INC Passive Investment

13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.

VRNS / Varonis Systems, Inc. FORM S-8

As filed with the Securities and Exchange Commission on January 22, 2018 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36324 VARONIS SY