Melamed Guy 4

What Happened

• Guy Melamed, CFO and COO of Varonis Systems (VRNS), received an award of 70,967 performance-vesting restricted stock units (coded as an "A" award) on 2026-02-02. The RSUs were earned for no consideration (reported acquisition price $0) after the company's compensation committee certified achievement of 2025 performance goals.
• The 2025 PSUs will convert to an equal number of common shares in three equal annual installments, beginning on February 27, 2026, and are subject to Melamed's continued employment through each vesting date.

Key Details

• Transaction date (reporting period): 2026-02-02; Form 4 filed: 2026-02-04 (timely within the 2-business-day window).
• Transaction type/code: Award/Grant (A); shares acquired: 70,967; acquisition price: $0 (earned performance award).
• Vesting: Three equal annual installments starting Feb 27, 2026, subject to continued employment.
• Footnote: F2 notes 231 shares were purchased under the company's 2015 ESPP (this pertains to reported holdings).
• No sale or open-market purchase occurred—this is compensation equity, not an investment buy or sell.

Context

• Awards like these reflect compensation tied to company performance; they do not represent an outright cash purchase by the insider and are common for executive pay.
• Because the RSUs are time- and service-vested after performance certification, they may align the executive’s incentives with long-term shareholder value but do not signal immediate buying/selling intent.