Varonis Systems Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGEACTOF1934 TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIESEXCHANGEACT OF1934 Commission file number: 001-36324 VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction of incorporation or organization) 801 Brickell AvenueMiami, FL 33131(Address of principal executive offices) (zip code) Registrant’s telephone number, including area code: (877)292-8767 Securities registered pursuant to Section12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.001 per shareVRNSThe NASDAQ Stock Market LLC Securities registered pursuant to Section12(g) of the Act: None_____________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of theAct.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ As of June 30, 2025, the aggregate market value of the registrant's voting and non-voting common equity held by non-affiliateswas approximately $5.56 billion. As of January30, 2026, the registrant had 117,447,726 shares of common stock, par value $0.001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders are incorporated by referenceinto PartIII of this Annual Report on Form10-K. Special Note Regarding Forward-Looking Statements and Summary Risk Factors This report contains, and management may make, certain forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). All statements, other than statements of historical facts, may be forward-looking statements. Forward-lookingstatements are often identified 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” and similar expressions orvariations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of ourmanagement based on information currently available to management. Such forward-looking statements are subject to risks,uncertainties and other important factors, many of which are difficult to predict and generally beyond our control, that could causeactual results and the timing of certain events to differ materially from future results expressed or implied by such forward-l