Gottlieb Dov 4

What Happened Dov Gottlieb, Varonis Systems Inc.'s Vice President and General Counsel, was granted 12,497 performance-vesting restricted stock units (PSUs) on Feb 2, 2026. The award shows an acquisition price of $0.00 (the PSUs were earned, not purchased). The issuer's compensation committee certified achievement of the 2025 performance goals on Feb 2, 2026, and the PSUs will convert to the same number of common shares in three equal annual installments beginning Feb 27, 2026, subject to Gottlieb's continued employment through each vest date.

Key Details

• Transaction date and type: 2026-02-02 — Award/Grant (A) of 12,497 PSUs at $0.00 (acquired value $0).
• Vesting: Three equal annual installments upon the last calendar day of February beginning Feb 27, 2026; subject to continued employment.
• Filing: Report filed 2026-02-04 (appears timely relative to the Feb 2 transaction).
• Shares owned after transaction: Not specified in the filing.
• Footnotes: F1 — PSUs earned under the Issuer's Amended and Restated 2023 Omnibus Equity Incentive Plan and certified by the compensation committee; F2 — filing notes inclusion of 204 shares purchased under the Issuer's 2015 Employee Stock Purchase Plan.

Context These were earned, performance-based RSUs (not an open-market purchase or a sale). PSUs only convert into actual shares as they vest, so they are compensatory and do not represent an immediate buy/sell market action. This filing is informational about executive compensation tied to 2025 performance metrics, not a directional trade by the insider.