Pomeroy Greg 4

4 · VARONIS SYSTEMS INC · Filed Feb 4, 2026

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Updated Feb 5, 2026

Varonis (VRNS) SVP Greg Pomeroy Receives 23,011-Share Award

What Happened

Greg Pomeroy, SVP Worldwide Sales at Varonis Systems Inc. (VRNS), was awarded 23,011 shares on Feb 2, 2026. The award is recorded as an acquisition (code A) at $0.00 per share (total reported cost $0). These are performance-vesting restricted stock units (2025 PSUs) that were earned when the company’s compensation committee certified 2025 performance on Feb 2, 2026.

Key Details

Transaction date and filing: Transaction dated 2026-02-02; Form 4 filed 2026-02-04 (filed within the SEC’s typical two-business-day window).
Terms: 23,011 performance-vesting RSUs granted/earned at $0.00.
Vesting: PSUs will convert to common shares in three equal annual installments on the last calendar day of February starting Feb 27, 2026, subject to continued employment through each vesting date.
Holdings note: Filing also notes 238 shares were purchased under the issuer’s 2015 ESPP (included in reported holdings). The filing does not state total shares owned after the reported transaction in the provided summary.
Transaction code: A = Award/Grant.

Context

This was a compensation award tied to 2025 performance goals, not an open-market purchase or sale; such grants reflect pay and retention practices rather than a direct buy/sell signal. The RSUs are subject to future vesting and forfeiture if employment ends before vesting dates.

Form 4

Period: 2026-02-02

SVP, Worldwide Sales

Transactions

Award
Common Stock, par value $0.001 per share
[F1][F2]
2026-02-02+23,011→ 238,393 total

Footnotes (2)

[F1]Represents shares earned by the reporting person for no consideration under certain performance-vesting restricted stock units (the "2025 PSUs"), which were granted to the reporting person pursuant to the Issuer's Amended and Restated 2023 Omnibus Equity Incentive Plan. The 2025 PSUs were earned subject to the satisfaction of certain performance goals for the 2025 fiscal year, the performance of which was certified by the Issuer's compensation committee on February 2, 2026. Such 2025 PSUs will vest, and an equal number of shares of common stock will be deliverable to the reporting person, in three equal annual installments upon the last calendar day of the month of February beginning on February 27, 2026, subject to the reporting person's continued employment through such date.
[F2]Includes 238 shares of Common Stock purchased under the Issuer's 2015 Employee Stock Purchase Plan.

Signature

/s/ Dov Gottlieb, as attorney-in-fact|2026-02-04

1 file