Form 8-K

8-K — VARONIS SYSTEMS INC

Accession: 0001171843-26-004948

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0001361113

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_072826.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_072826.htm · Sequence: 1

Form 8-K

False000136111300013611132026-07-282026-07-28iso4217: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): July 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 July 28, 2026, Varonis Systems, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 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 Second 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: July 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 Second Quarter 2026 Financial Results

SaaS ARR, excluding conversions increased 25% year-over-year

Total SaaS ARR was $726.0 million, up 52% year-over-year

MIAMI, July 28, 2026 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS), the data and AI security leader, today announced financial results for the second quarter ended June 30, 2026.

Yaki Faitelson, Varonis CEO, said, “Our Q2 results were highlighted by SaaS ARR excluding conversions growth of 25%, SaaS ARR from new logos growing more than 20% and increasing momentum from our newer products, including Atlas, Interceptor, and Database Activity Monitoring. Organizations are prioritizing data and AI security, and we are uniquely positioned to help customers secure sensitive data, govern AI and automate risk reduction.”

Guy Melamed, Varonis CFO & COO, added, “Our performance this quarter was characterized by healthy new logo momentum driven by the need to secure AI and the data powering it. Given the strength we are seeing in the business, the underlying demand drivers and our strong start to July, we are raising our full-year outlook for SaaS ARR excluding conversions growth above the second quarter beat to 21% at the midpoint to $769 million to $775 million which is a $5 million raise over last quarter.”

Financial Summary for the Second Quarter Ended June 30, 2026

Total revenues were $180.0 million, compared with $152.2 million in the second quarter of 2025.

SaaS revenues were $171.7 million, compared with $105.9 million in the second quarter of 2025.

Term license subscription revenues were $4.2 million, compared with $32.4 million in the second quarter of 2025, with the vast majority of the decline driven by customers converting to our SaaS platform.

Maintenance and services revenues were $4.1 million, compared with $13.9 million in the second quarter of 2025, with the vast majority of the decline driven by customers converting to our SaaS platform.

GAAP operating loss was ($40.6) million, compared to GAAP operating loss of ($36.6) million in the second quarter of 2025.

Non-GAAP operating income was $3.7 million, compared to non-GAAP operating loss of ($1.9) million in the second 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 and six months ended June 30, 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 $726.0 million as of the end of the second quarter, up 52% year-over-year and up 25% year-over-year, excluding conversions.

As of June 30, 2026, the Company had $911.5 million in cash and cash equivalents, short-term deposits and short-term and long-term marketable securities.

During the six months ended June 30, 2026, the Company generated $80.1 million of cash from operations, compared to $89.3 million generated in the prior year period.

During the six months ended June 30, 2026, the Company generated $69.1 million of free cash flow, compared to $82.7 million generated in the prior year period.

During the six months ended June 30, 2026, the Company generated $81.0 million of adjusted free cash flow, compared to $84.3 million generated in the prior year period.

Announced support for Cursor, the AI-native coding tool, delivering visibility and control across the agentic development lifecycle.

Named a Gartner Peer Insights Customers’ Choice for Data Security Posture Management (DSPM).

Achieved GovRAMP Authorization to help public sector organizations secure critical data and AI.

Deepened integration with Anthropic’s Claude Enterprise and Claude Platform as well as Claude Code and Claude Cowork, enabling security teams to secure and govern the entire Claude enterprise suite with the Varonis Atlas AI Security Platform.

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 third quarter of 2026, the Company expects:

SaaS ARR year-over-year growth of 22% to 23%, excluding conversions.

Revenues of $185.0 million to $188.0 million, or year-over-year growth of 14% to 16%.

Non-GAAP operating income of $2.5 million to $3.5 million.

Non-GAAP net income per diluted share in the range of $0.02 to $0.03, based on 131.1 million diluted shares outstanding.

For full year 2026, the Company now expects:

SaaS ARR of $819.0 million to $850.0 million, or year-over-year growth of 28% to 33%.

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

Free cash flow of $105.0 million to $110.0 million.

Revenues of $735.0 million to $739.0 million, or year-over-year growth of 18% to 19%.

Non-GAAP operating income of $11.0 million to $13.0 million.

Non-GAAP net income per diluted share in the range of $0.14 to $0.15, based on 131.5 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, July 28, 2026, at 4:30 p.m. Eastern Time, to discuss the Company's second quarter 2026 financial results. To access this call, dial 877-425-9470 (domestic) or 201-389-0878 (international). The passcode is 13761605. A replay of this conference call will be available through August 11, 2026 at 844-512-2921 (domestic) or 412-317-6671 (international). The replay passcode is 13761605. 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 net 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 helps ensure 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

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Unaudited Unaudited

Revenues:

SaaS $ 171,727 $ 105,895 $ 332,792 $ 194,455

Term license subscriptions 4,162 32,374 11,058 63,862

Maintenance and services 4,134 13,894 9,299 30,269

Total revenues 180,023 152,163 353,149 288,586

Cost of revenues 44,512 31,249 86,082 60,267

Gross profit 135,511 120,914 267,067 228,319

Operating expenses:

Research and development 73,339 56,247 143,100 110,457

Sales and marketing 78,978 76,578 159,314 149,341

General and administrative 23,825 24,641 49,765 48,839

Total operating expenses 176,142 157,466 352,179 308,637

Operating loss (40,631 ) (36,552 ) (85,112 ) (80,318 )

Financial income (expense), net (763 ) 4,967 3,683 16,918

Loss before income taxes (41,394 ) (31,585 ) (81,429 ) (63,400 )

Provision for income taxes (5,415 ) (4,239 ) (2,234 ) (8,207 )

Net loss $ (46,809 ) $ (35,824 ) $ (83,663 ) $ (71,607 )

Net loss per share of common stock, basic and diluted $ (0.41 ) $ (0.32 ) $ (0.73 ) $ (0.64 )

Weighted average number of shares used in computing net loss per share of common stock, basic and diluted 114,818,267 112,054,715 115,300,485 112,347,961

Stock-based compensation expense for the three and six months ended June 30, 2026 and 2025 is included in the Condensed Consolidated Statements of Operations as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

June 30,

2026

2025

2026

2025

Unaudited Unaudited

Cost of revenues $ 1,645 $ 1,475 $ 3,084 $ 2,979

Research and development 13,378 10,885 26,104 21,461

Sales and marketing 10,187 10,652 20,042 21,128

General and administrative 9,409 10,847 19,128 20,546

$ 34,619 $ 33,859 $ 68,358 $ 66,114

Payroll tax expense related to stock-based compensation for the three and six months ended June 30, 2026 and 2025 is included in the Condensed Consolidated Statements of Operations as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

June 30,

2026

2025

2026

2025

Unaudited Unaudited

Cost of revenues $ 6 $ 18 $ 264 $ 508

Research and development 74 111 219 348

Sales and marketing 55 62 1,071 1,979

General and administrative 39 68 523 491

$ 174 $ 259 $ 2,077 $ 3,326

Amortization of acquired intangibles and acquisition-related expenses for the three and six months ended June 30, 2026 and 2025 is included in the Condensed Consolidated Statements of Operations as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

June 30,

2026

2025

2026

2025

Unaudited Unaudited

Cost of revenues $ 2,697 $ 170 $ 4,372 $ 196

Research and development 6,662 338 11,236 1,695

Sales and marketing 180 — 316 —

General and administrative 10 24 1,086 627

$ 9,549 $ 532 $ 17,010 $ 2,518

Varonis Systems, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

June 30, 2026 December 31, 2025

Unaudited

Assets

Current assets:

Cash and cash equivalents $ 233,643 $ 202,482

Marketable securities 426,474 681,225

Short-term deposits 38,149 37,259

Accounts receivable, net 150,896 242,822

Prepaid expenses and other short-term assets 147,790 134,767

Total current assets 996,952 1,298,555

Long-term assets:

Long-term marketable securities 213,260 187,202

Operating lease right-of-use assets 61,826 57,677

Property and equipment, net 40,314 36,032

Intangible assets, net 56,006 16,687

Goodwill 215,082 135,276

Other assets 70,955 60,183

Total long-term assets 657,443 493,057

Total assets $ 1,654,395 $ 1,791,612

Liabilities and stockholders’ equity

Current liabilities:

Trade payables $ 12,328 $ 5,735

Accrued expenses and other short-term liabilities 173,413 225,411

Deferred revenues 420,198 427,811

Total current liabilities 605,939 658,957

Long-term liabilities:

Convertible senior notes, net 453,278 452,259

Operating lease liabilities 62,854 59,749

Deferred revenues 15,368 14,406

Other liabilities 72,463 7,585

Total long-term liabilities 603,963 533,999

Stockholders’ equity:

Share capital

Common stock 115 118

Accumulated other comprehensive income 27,159 23,132

Additional paid-in capital 1,370,361 1,444,885

Accumulated deficit (953,142 ) (869,479 )

Total stockholders’ equity 444,493 598,656

Total liabilities and stockholders’ equity $ 1,654,395 $ 1,791,612

Varonis Systems, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

Six Months Ended

June 30,

2026 2025

Unaudited

Cash flows from operating activities:

Net loss $ (83,663 ) $ (71,607 )

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

Depreciation and amortization 11,535 4,988

Stock-based compensation 68,358 66,114

Amortization of deferred commissions 30,570 25,141

Non-cash operating lease costs 5,401 4,952

Amortization of debt issuance costs 1,019 1,774

Amortization of premium and accretion of discount on marketable securities, net 1,511 414

Deferred income taxes, net (9,652 ) —

Remeasurement of options to repurchase common stock 2,091 —

Changes in assets and liabilities:

Accounts receivable 91,926 39,004

Prepaid expenses and other short-term assets (4,129 ) 1,427

Deferred commissions (41,294 ) (35,592 )

Other long-term assets (8,786 ) (1,120 )

Trade payables 6,592 2,802

Accrued expenses and other short-term liabilities 13,635 15,953

Deferred revenues (6,669 ) 34,070

Other long-term liabilities 1,678 1,029

Net cash provided by operating activities 80,123 89,349

Cash flows from investing activities:

Proceeds from maturities of marketable securities 240,895 126,000

Proceeds from sales of marketable securities 141,319 —

Investment in marketable securities (157,589 ) (57,654 )

Proceeds from short-term and long-term deposits 96,517 99,750

Investment in short-term and long-term deposits (96,932 ) (96,388 )

Acquisitions, net of cash acquired (113,622 ) (18,584 )

Purchases of property and equipment (9,352 ) (5,716 )

Capitalized internal-use software (1,720 ) (975 )

Other investing activities — (1,500 )

Net cash provided by investing activities 99,516 44,933

Cash flows from financing activities:

Repurchase of common stock (135,000 ) (100,000 )

Payment of deferred consideration for acquisition (3,502 ) —

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 (20,846 ) (27,799 )

Net cash used in financing activities (148,478 ) (120,636 )

Increase in cash and cash equivalents 31,161 13,646

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

Cash and cash equivalents at end of period $ 233,643 $ 199,231

Varonis Systems, Inc.

Reconciliation of GAAP Measures to non-GAAP

(in thousands, except share and per share data)

Three Months Ended June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Unaudited Unaudited

Reconciliation to non-GAAP operating income (loss):

GAAP operating loss $ (40,631 ) $ (36,552 ) $ (85,112 ) $ (80,318 )

Add back:

Stock-based compensation expense 34,619 33,859 68,358 66,114

Payroll tax expenses related to stock-based compensation 174 259 2,077 3,326

Amortization of acquired intangible assets and acquisition-related expenses 9,549 532 17,010 2,518

Non-GAAP operating income (loss) $ 3,711 $ (1,902 ) $ 2,333 $ (8,360 )

Reconciliation to non-GAAP net income:

GAAP net loss $ (46,809 ) $ (35,824 ) $ (83,663 ) $ (71,607 )

Add back:

Stock-based compensation expense 34,619 33,859 68,358 66,114

Payroll tax expenses related to stock-based compensation 174 259 2,077 3,326

Amortization of acquired intangible assets and acquisition-related expenses 9,549 532 17,010 2,518

Foreign exchange rate differences, net 7,235 4,116 8,015 1,981

Amortization of debt issuance costs 509 887 1,019 1,774

Acquisition-related taxes — — — 391

Non-GAAP net income $ 5,277 $ 3,829 $ 12,816 $ 4,497

GAAP weighted average number of shares used in computing net loss per share of common stock - basic and diluted 114,818,267 112,054,715 115,300,485 112,347,961

Non-GAAP weighted average number of shares used in computing net income per share of common stock - basic 114,818,267 112,054,715 115,300,485 112,347,961

Non-GAAP weighted average number of shares used in computing net income per share of common stock - diluted 130,766,127 135,158,214 131,798,764 135,929,738

GAAP net loss per share of common stock - basic and diluted $ (0.41 ) $ (0.32 ) $ (0.73 ) $ (0.64 )

Non-GAAP net income per share of common stock - basic $ 0.05 $ 0.03 $ 0.11 $ 0.04

Non-GAAP net income per share of common stock - diluted $ 0.04 $ 0.03 $ 0.10 $ 0.03

Varonis Systems, Inc.

Reconciliation of GAAP Measures to non-GAAP

(in thousands)

Six Months Ended

June 30,

2026 2025

Unaudited

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

Net cash provided by operating activities $ 80,123 $ 89,349

Purchases of property and equipment (9,352 ) (5,716 )

Capitalized internal-use software (1,720 ) (975 )

Free cash flow $ 69,051 $ 82,658

Cash paid for acquisition-related costs $ 11,944 $ 1,651

Adjusted free cash flow $ 80,995 $ 84,309

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Entity File Number

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Entity Registrant Name

VARONIS SYSTEMS, INC.

Entity Central Index Key

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

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false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- 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.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- 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 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

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration