Bass David 4

What Happened David Bass, EVP Engineering & CTO of Varonis Systems, was awarded 63,735 performance-vesting restricted stock units (PSUs) on February 2, 2026. The shares were recorded as acquired at $0.00 (no cash paid) because the PSUs were earned based on 2025 performance goals certified by the company's compensation committee. The PSUs will convert to shares in three equal annual installments, subject to continued employment.

Key Details

• Transaction date: February 2, 2026; Form 4 filed February 4, 2026 (appears timely).
• Amount: 63,735 PSUs acquired for $0.00 (award/grant — transaction code A).
• Vesting: PSUs will vest and an equal number of common shares will be delivered in three equal annual installments in February beginning on February 27, 2026, subject to Bass’s continued employment through each vesting date.
• Plan: Granted under the Issuer’s Amended and Restated 2023 Omnibus Equity Incentive Plan; these were 2025 performance-based RSUs certified by the compensation committee.
• Shares owned after transaction: Not specified in the provided filing.
• No 10b5-1 plan, tax-withholding, or sale noted in this filing.

Context This filing records an earned, performance-based equity award rather than an open-market purchase or sale. Because the PSUs vest over time and delivery of shares is contingent on continued employment, this is not an immediate increase in liquid insider-held stock. Such grants reflect compensation tied to company performance rather than a direct buy/sell signal.