Form 8-K

8-K — VARONIS SYSTEMS INC

Accession: 0001171843-26-002774

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001361113

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_042826.htm (Primary)

EX-99.1 — PRESS RELEASE (exh_991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_042826.htm · Sequence: 1

Form 8-K

False000136111300013611132026-04-282026-04-28iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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 28, 2026

_______________________________

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 Number) (I.R.S. Employer Identification No.)

801 Brickell Avenue

Miami, Florida 33131

(Address of Principal Executive Offices) (Zip Code)

(877) 292-8767

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.001 per share VRNS The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 28, 2026, Varonis Systems, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Report, including the press release, is furnished only, is not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in that filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1 Varonis Announces First Quarter 2026 Financial Results

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VARONIS SYSTEMS, INC.

Date: April 28, 2026 By: /s/ Guy Melamed

Name: Guy Melamed

Title: Chief Financial Officer and Chief Operating Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

Varonis Announces First Quarter 2026 Financial Results

SaaS ARR, excluding conversions increased 29% year-over-year

Total SaaS ARR was $683.2 million, up 69% year-over-year

Launched Varonis Atlas, powered by the acquisition of AllTrue.ai

MIAMI, April 28, 2026 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS), the data and AI security leader, today announced financial results for the first quarter ended March 31, 2026.

Yaki Faitelson, Varonis CEO, said, “Our Q1 results reflect strong execution across our business, and SaaS ARR, excluding conversions increased 29%. AI is forcing companies to prioritize data and AI security, and Varonis is uniquely positioned to help customers put the right guardrails in place so they can achieve automated outcomes and safely deploy AI with minimal effort. We believe we are well-positioned to capitalize on the favorable tailwinds in our business and this significant AI market opportunity.”

Guy Melamed, Varonis CFO & COO, added, “We are excited by the healthy demand we saw in Q1 from both accelerating new logos and expansion with existing customers. Our Q1 results coupled with the underlying drivers of our business give us the confidence to raise our full-year guidance for total SaaS ARR growth to 27% to 32%. In addition, we increased our guidance for SaaS ARR growth excluding conversions to 20% to 21% and we believe we can sustain this level of growth as a fully SaaS company.”

Financial Summary for the First Quarter Ended March 31, 2026

Total revenues were $173.1 million, compared with $136.4 million in the first quarter of 2025.

SaaS revenues were $161.1 million, compared with $88.6 million in the first quarter of 2025.

Term license subscription revenues were $6.9 million, compared with $31.5 million in the first quarter of 2025, with the vast majority of the decline driven by customers converting to our SaaS platform.

Maintenance and services revenues were $5.2 million, compared with $16.4 million in the first quarter of 2025, with the vast majority of the decline driven by customers converting to our SaaS platform.

GAAP operating loss was ($44.5) million, compared to GAAP operating loss of ($43.8) million in the first quarter of 2025.

Non-GAAP operating loss was ($1.4) million, compared to non-GAAP operating loss of ($6.5) million in the first quarter of 2025.

The tables at the end of this press release include a reconciliation of GAAP operating income (loss) to non-GAAP operating income (loss) and GAAP net income (loss) to non-GAAP net income (loss) for the three months ended March 31, 2026 and 2025. An explanation of these measures is included below under the heading "Non-GAAP Financial Measures and Key Performance Indicators."

Key Performance Indicators and Recent Business Highlights

SaaS ARR, was $683.2 million as of the end of the first quarter, up 69% year-over-year or up 29% year-over-year, excluding conversions.

As of March 31, 2026, the Company had $899.5 million in cash and cash equivalents, short-term deposits and short-term and long-term marketable securities.

During the three months ended March 31, 2026, the Company generated $55.0 million of cash from operations, compared to $68.0 million generated in the prior year period.

During the three months ended March 31, 2026, the Company generated $49.0 million of free cash flow, compared to $65.3 million generated in the prior year period.

During the three months ended March 31, 2026, the Company generated $61.6 million of adjusted free cash flow, compared to $67.0 million generated in the prior year period.

During the three months ended March, 31, 2026, the Company repurchased 5,355,445 shares at an average purchase price of $24.67 for a net total of $132.1 million.

Launched Varonis Atlas, powered by the acquisition of AllTrue.ai, that provides organizations with end-to-end visibility, security and control over all AI systems in their environment.

An explanation of SaaS ARR is included below under the heading "Non-GAAP Financial Measures and Key Performance Indicators." In addition, the tables at the end of this press release include a reconciliation of net cash provided by operating activities to non-GAAP free cash flow and non-GAAP adjusted free cash flow. An explanation of these measures is also included below under the heading "Non-GAAP Financial Measures and Key Performance Indicators."

Financial Outlook

For the second quarter of 2026, the Company expects:

SaaS ARR year-over-year growth of 24% to 25%, excluding conversions.

Revenues of $175.0 million to $178.0 million, or year-over-year growth of 15% to 17%.

Non-GAAP operating loss of ($1.0) million to breakeven.

Non-GAAP net income per diluted share in the range of $0.00 to $0.01, based on 131.1 million diluted shares outstanding.

For full year 2026, the Company now expects:

SaaS ARR of $814.0 million to $845.0 million, or year-over-year growth of 27% to 32%.

SaaS ARR year-over-year growth of 20% to 21%, excluding conversions.

Free cash flow of $100.0 million to $105.0 million.

Revenues of $731.0 million to $737.0 million, or year-over-year growth of 17% to 18%.

Non-GAAP operating income of $7.0 to $9.0 million.

Non-GAAP net income per diluted share in the range of $0.11 to $0.12, based on 132.1 million diluted shares outstanding.

Actual results may differ materially from the Company’s Financial Outlook as a result of, among other things, the factors described below under “Forward-Looking Statements”.

Conference Call and Webcast

Varonis will host a conference call today, Tuesday, April 28, 2026, at 4:30 p.m. Eastern Time, to discuss the Company's first quarter 2026 financial results. To access this call, dial 877-425-9470 (domestic) or 201-389-0878 (international). The passcode is 13759886. A replay of this conference call will be available through May 12, 2026 at 844-512-2921 (domestic) or 412-317-6671 (international). The replay passcode is 13759886. A live webcast of this conference call will be available on the "Investors" page of the Company's website (www.varonis.com), and a replay will be archived on the website as well.

Non-GAAP Financial Measures and Key Performance Indicators

Varonis believes that the use of non-GAAP operating income (loss) and non-GAAP net income (loss) is helpful to our investors. These measures, which the Company refers to as our non-GAAP financial measures, are not prepared in accordance with GAAP.

Non-GAAP operating income (loss) is calculated as operating income (loss) excluding (i) stock-based compensation expense, (ii) payroll tax expense related to stock-based compensation, and (iii) amortization of acquired intangible assets and acquisition-related expenses.

Non-GAAP net income (loss) is calculated as net income (loss) excluding (i) stock-based compensation expense, (ii) payroll tax expense related to stock-based compensation, (iii) amortization of acquired intangible assets and acquisition-related expenses, (iv) foreign exchange gains (losses) which include exchange rate differences on lease contracts as a result of the implementation of ASC 842, (v) amortization of debt issuance costs and (vi) acquisition-related taxes.

The Company believes that the exclusion of these expenses provides a more meaningful comparison of our operational performance from period to period and offers investors and management greater visibility to the underlying performance of our business. Specifically:

Stock-based compensation expenses utilize varying available valuation methodologies, subjective assumptions and a variety of equity instruments that can impact a company's non-cash expenses;

Payroll taxes are tied to the exercise or vesting of underlying equity awards and the price of our common stock at the time of vesting or exercise, factors which may vary from period to period;

Acquired intangible assets are valued at the time of acquisition and are amortized over an estimated useful life after the acquisition, and acquisition-related expenses are unrelated to current operations and neither are comparable to the prior period nor predictive of future results;

The Company incurs foreign exchange gains or losses from the revaluation of its significant operating lease liabilities in foreign currencies as well as other assets and liabilities denominated in non-U.S. dollars, which may vary from period to period;

Amortization of debt issuance costs, which relate to the Company’s convertible senior notes issued in 2020 and 2024, are a non-cash item; and

Acquisition-related taxes are unrelated to current operations and neither are comparable to the prior period nor predictive of future results.

Free cash flow is calculated as net cash provided by or used in operating activities less purchases of property and equipment and capitalized internal-use software. Adjusted free cash flow is calculated as free cash flow excluding cash paid for acquisition-related costs. We believe that free cash flow and adjusted free cash flow are useful indicators of liquidity that provide information to management and investors about the amount of cash provided by or used in our operations that, after adjusting for the investments in property and equipment, capitalized internal-use software and acquisition-related costs, can be used for strategic initiatives.

Each of our non-GAAP financial measures is an important tool for financial and operational decision making and for evaluating our own operating results over different periods of time. The non-GAAP financial measures do not represent our financial performance under U.S. GAAP and should not be considered as alternatives to operating income (loss) or net income (loss) or any other performance measures derived in accordance with GAAP. Non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, and exclude expenses that may have a material impact on our reported financial results. Further, stock-based compensation expense and payroll tax expense related to stock-based compensation have been, and will continue to be for the foreseeable future, significant recurring expenses in our business and an important part of the compensation provided to our employees. Also, the amortization of intangible assets are expected recurring expenses over the estimated useful life of the underlying intangible asset and acquisition-related expenses will be incurred to the extent acquisitions are made in the future and acquisition-related taxes may be incurred to the extent acquisitions are made in the future. Additionally, foreign exchange rates may fluctuate from one period to another, and the Company does not estimate movements in foreign currencies. Finally, the amortization of debt issuance costs are expected recurring expenses until the maturity of the convertible senior notes in 2029.

The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Varonis urges investors to review the reconciliation of our historical non-GAAP financial measures to the comparable GAAP financial measures included below, and not to rely on any single financial measures to evaluate our business.

A reconciliation for non-GAAP operating income (loss), non-GAAP net income (loss), and free cash flow referred to in our “Financial Outlook” is not provided because we do not guide on their most directly comparable GAAP financial measures. As these are forward-looking statements, such reconciliation is not available without unreasonable effort due to the high variability, complexity, uncertainty and difficulty of estimating certain items such as stock-based compensation and currency fluctuations, which have an impact on our consolidated results. The actual amounts of such reconciling items will have a significant impact on the Company’s most directly comparable GAAP financial measures. The Company believes the information provided is useful to investors because it can be considered in the context of the Company’s historical disclosures of this measure.

SaaS ARR is a key performance indicator defined as the annualized value of active SaaS contracts in effect at the end of that period. Similarly, SaaS ARR excluding conversions is the annualized value of active SaaS contracts excluding the impact of conversions. The contracts are annualized by dividing the total contract value by the number of days in the term and multiplying the result by 365. The annualized value of contracts is a legal and contractual determination made by assessing the contractual terms with our customers. The annualized value of such contracts is not determined by reference to historical revenues, deferred revenues or any other GAAP financial measure over any period. SaaS ARR is not a forecast of future revenues, which can be impacted by contract start and end dates and renewal rates.

Forward-Looking Statements

This press release contains, and statements made during the above referenced conference call will contain, "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including regarding the Company's growth rate and its expectations regarding future revenues, operating income or loss or earnings or loss per share. These statements are not guarantees of future performance but are based on management's expectations as of the date of this press release and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include the following: the impact of potential information technology, cybersecurity or data security breaches; risks associated with anticipated growth in Varonis’ addressable market; general economic and industry conditions, such as foreign currency exchange rate fluctuations and expenditure trends for data and cybersecurity solutions; Varonis’ ability to predict the timing and rate of subscription renewals and their impact on the Company’s future revenues and operating results; risks associated with international operations; the impact of global conflicts on the budgets of our clients and on economic conditions generally; competitive factors, including increased sales cycle time, changes in the competitive environment, pricing changes and increased competition; the risk that Varonis may not be able to attract or retain employees, including sales personnel and engineers; Varonis’ ability to build and expand its direct sales efforts and reseller distribution channels; risks associated with the closing of large transactions, including Varonis’ ability to close large transactions consistently on a quarterly basis; new product introductions and Varonis’ ability to develop and deliver innovative products; Varonis’ ability to provide high-quality service and support offerings; the expansion of cloud-delivered services; and risks associated with our convertible notes and capped-call transactions. These and other important risk factors are described more fully in Varonis’ reports and other documents filed with the Securities and Exchange Commission and could cause actual results to vary from expectations. All information provided in this press release and in the conference call is as of the date hereof, and Varonis undertakes no duty to update or revise this information, whether as a result of new information, new developments or otherwise, except as required by law.

About Varonis

Varonis (Nasdaq: VRNS) secures AI and the data that powers it. The Varonis platform gives organizations automated visibility and control over their critical data wherever it lives and ensures safe and trustworthy AI from code to runtime. Backed by 24x7x365 managed detection and response, Varonis gives thousands of organizations worldwide the confidence to adopt AI, reduce data exposure, and stop AI-powered threats.

Investor Relations Contact:

Tim Perz

Varonis Systems, Inc.

646-640-2112

investors@varonis.com

News Media Contact:

Rachel Hunt

Varonis Systems, Inc.

877-292-8767 (ext. 1598)

pr@varonis.com

Varonis Systems, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except for share and per share data)

Three Months Ended

March 31,

2026

2025

Unaudited

Revenues:

SaaS $ 161,065 $ 88,560

Term license subscriptions 6,896 31,488

Maintenance and services 5,165 16,375

Total revenues 173,126 136,423

Cost of revenues 41,570 29,018

Gross profit 131,556 107,405

Operating expenses:

Research and development 69,761 54,210

Sales and marketing 80,336 72,763

General and administrative 25,940 24,198

Total operating expenses 176,037 151,171

Operating loss (44,481 ) (43,766 )

Financial income, net 4,446 11,951

Loss before income taxes (40,035 ) (31,815 )

Benefit (provision) for income taxes 3,181 (3,968 )

Net loss $ (36,854 ) $ (35,783 )

Net loss per share of common stock, basic and diluted $ (0.32 ) $ (0.32 )

Weighted average number of shares used in computing net loss per share of common stock, basic and diluted 115,788,061 112,651,178

Stock-based compensation expense for the three months ended March 31, 2026 and 2025 is included in the Condensed Consolidated Statements of Operations as follows (in thousands):

Three Months Ended

March 31,

2026

2025

Unaudited

Cost of revenues $ 1,439 $ 1,504

Research and development 12,726 10,576

Sales and marketing 9,855 10,476

General and administrative 9,719 9,699

$ 33,739 $ 32,255

Payroll tax expense related to stock-based compensation for the three months ended March 31, 2026 and 2025 is included in the Condensed Consolidated Statements of Operations as follows (in thousands):

Three Months Ended

March 31,

2026

2025

Unaudited

Cost of revenues $ 258 $ 490

Research and development 145 237

Sales and marketing 1,016 1,917

General and administrative 484 423

$ 1,903 $ 3,067

Amortization of acquired intangibles and acquisition-related expenses for the three months ended March 31, 2026 and 2025 is included in the Condensed Consolidated Statements of Operations as follows (in thousands):

Three Months Ended

March 31,

2026

2025

Unaudited

Cost of revenues $ 1,675 $ 26

Research and development 4,574 1,357

Sales and marketing 136 —

General and administrative 1,076 603

$ 7,461 $ 1,986

Varonis Systems, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

March 31, 2026 December 31, 2025

Unaudited

Assets

Current assets:

Cash and cash equivalents $ 179,339 $ 202,482

Marketable securities 568,190 681,225

Short-term deposits 38,380 37,259

Accounts receivable, net 156,617 242,822

Prepaid expenses and other short-term assets 138,511 134,767

Total current assets 1,081,037 1,298,555

Long-term assets:

Long-term marketable securities 113,614 187,202

Operating lease right-of-use assets 57,008 57,677

Property and equipment, net 39,566 36,032

Intangible assets, net 56,596 16,687

Goodwill 216,801 135,276

Other assets 69,955 60,183

Total long-term assets 553,540 493,057

Total assets $ 1,634,577 $ 1,791,612

Liabilities and stockholders’ equity

Current liabilities:

Trade payables $ 10,762 $ 5,735

Accrued expenses and other short-term liabilities 211,469 225,411

Deferred revenues 416,383 427,811

Total current liabilities 638,614 658,957

Long-term liabilities:

Convertible senior notes, net 452,769 452,259

Operating lease liabilities 58,431 59,749

Deferred revenues 23,067 14,406

Other liabilities 8,183 7,585

Total long-term liabilities 542,450 533,999

Stockholders’ equity:

Share capital

Common stock 115 118

Accumulated other comprehensive income 20,529 23,132

Additional paid-in capital 1,339,202 1,444,885

Accumulated deficit (906,333 ) (869,479 )

Total stockholders’ equity 453,513 598,656

Total liabilities and stockholders’ equity $ 1,634,577 $ 1,791,612

Varonis Systems, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended

March 31,

2026

2025

Unaudited

Cash flows from operating activities:

Net loss $ (36,854 ) $ (35,783 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 4,354 2,419

Stock-based compensation 33,739 32,255

Amortization of deferred commissions 15,971 11,353

Non-cash operating lease costs 2,482 2,476

Amortization of debt issuance costs 510 887

Amortization of premium and accretion of discount on marketable securities, net 882 99

Deferred income taxes, net (9,134 ) —

Remeasurement of options to repurchase common stock 2,091 —

Changes in assets and liabilities:

Accounts receivable 86,206 65,129

Prepaid expenses and other short-term assets (2,547 ) 11,077

Deferred commissions (19,748 ) (13,603 )

Other long-term assets (11,253 ) 12

Trade payables 5,026 1,961

Accrued expenses and other short-term liabilities (14,081 ) (16,728 )

Deferred revenues (2,785 ) 5,988

Other long-term liabilities 183 458

Net cash provided by operating activities 55,042 68,000

Cash flows from investing activities:

Proceeds from maturities of marketable securities 93,840 56,000

Proceeds from sales of marketable securities 90,250 —

Investment in marketable securities — (57,654 )

Proceeds from short-term and long-term deposits 62,570 34,174

Investment in short-term and long-term deposits (63,691 ) (36,289 )

Acquisitions, net of cash acquired (113,619 ) (18,584 )

Purchases of property and equipment (4,971 ) (2,339 )

Capitalized internal-use software (1,048 ) (325 )

Net cash provided by (used in) investing activities 63,331 (25,017 )

Cash flows from financing activities:

Repurchase of common stock (135,000 ) (61,264 )

Proceeds from options to repurchase common stock 2,900 —

Proceeds from employee stock plans 7,970 7,163

Taxes paid related to net share settlement of equity awards (17,386 ) (21,360 )

Net cash used in financing activities (141,516 ) (75,461 )

Decrease in cash and cash equivalents (23,143 ) (32,478 )

Cash and cash equivalents at beginning of period 202,482 185,585

Cash and cash equivalents at end of period $ 179,339 $ 153,107

Varonis Systems, Inc.

Reconciliation of GAAP Measures to non-GAAP

(in thousands, except share and per share data)

Three Months Ended March 31,

2026

2025

Unaudited

Reconciliation to non-GAAP operating loss:

GAAP operating loss $ (44,481 ) $ (43,766 )

Add back:

Stock-based compensation expense 33,739 32,255

Payroll tax expenses related to stock-based compensation 1,903 3,067

Amortization of acquired intangible assets and acquisition-related expenses 7,461 1,986

Non-GAAP operating loss $ (1,378 ) $ (6,458 )

Reconciliation to non-GAAP net income:

GAAP net loss $ (36,854 ) $ (35,783 )

Add back:

Stock-based compensation expense 33,739 32,255

Payroll tax expenses related to stock-based compensation 1,903 3,067

Amortization of acquired intangible assets and acquisition-related expenses 7,461 1,986

Foreign exchange rate differences, net 780 (2,135 )

Amortization of debt issuance costs 510 887

Acquisition-related taxes — 391

Non-GAAP net income $ 7,539 $ 668

GAAP weighted average number of shares used in computing net loss per share of common stock - basic and diluted 115,788,061 112,651,178

Non-GAAP weighted average number of shares used in computing net income per share of common stock - basic 115,788,061 112,651,178

Non-GAAP weighted average number of shares used in computing net income per share of common stock - diluted 132,842,868 136,738,899

GAAP net loss per share of common stock - basic and diluted $ (0.32 ) $ (0.32 )

Non-GAAP net income per share of common stock - basic $ 0.07 $ 0.01

Non-GAAP net income per share of common stock - diluted $ 0.06 $ —

Varonis Systems, Inc.

Reconciliation of GAAP Measures to non-GAAP

(in thousands)

Three Months Ended

March 31,

2026

2025

Unaudited

Reconciliation to non-GAAP free and adjusted free cash flow:

Net cash provided by operating activities $ 55,042 $ 68,000

Purchases of property and equipment (4,971 ) (2,339 )

Capitalized internal-use software (1,048 ) (325 )

Free cash flow $ 49,023 $ 65,336

Cash paid for acquisition-related costs $ 12,555 $ 1,651

Adjusted free cash flow $ 61,578 $ 66,987

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- Definition

Name of the City or Town

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No definition available.

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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