Varonis Systems Inc 2024年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_____________________ (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2024or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 for the transition period fromto Commission file number: 001-36324 VARONIS SYSTEMS, INC.(Exact name of registrant as specified in its charter) 57-1222280 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1250 Broadway, 28th FloorNew York, NY 10001(Address of principal executive offices) (zip code) Registrant’s telephone number, including area code: (877) 292-8767 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Title of each classTrading Symbol(s)Common Stock, par value $0.001 pershareVRNSThe NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None_____________________________ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act.YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statementsof the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct).YesNo As of June 30, 2024, the aggregate market value of the registrant's voting and non-voting commonequity held by non-affiliates was approximately $5.25 billion. As of January 31, 2025, the registrant had 112,550,156 shares of common stock, par value $0.001per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement relating to the 2025 Annual Meeting of Stockholdersare incorporated by reference into Part III of this Annual Report on Form 10-K. Special Note Regarding Forward-Looking Statements and Summary Risk Factors This report contains, and management may make, certain forward-looking statements within the meaningof Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other thanstatements of historical facts, may be forward-looking statements. Forward-looking statements are oftenidentified by the use of words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,”“expect,” “intend,” “likely,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” andsimilar expressions or variations intended to identify forward-looking statements. These statements arebased on the beliefs and assumptions of our management based on information currently available tomanagement. Such forward-looking statements are subject to risks, uncertainties and other importantfactors, many of which are difficult to predict and generally beyond our control, that could cause actualresults and the timing of certain even