Varonis Systems Inc 2026年季度报告

Washington, D.C. 20549____________________FORM 10-Q____________________ (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or For the transition period fromto Commission File Number: 001-36324____________________ VARONIS SYSTEMS, INC. (Exact name of registrant as specified in its charter)____________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities and ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit and post such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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 the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐YesNo As of July24, 2026, there were 114,860,485 shares of common stock, par value $0.001 per share, outstanding. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION1Item 1.Financial Statements1Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 20251Unaudited CondensedConsolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 20253Unaudited CondensedConsolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 20254Unaudited CondensedConsolidated Statements of Changes in Stockholders’ Equity as of June 30, 2026 and 20255Unaudited CondensedConsolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 20257Notes to Unaudited Condensed Consolidated Financial Statements9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 3.Quantitative and Qualitative Disclosures About Market Risk42Item 4.Controls and Procedures44PART II. OTHER INFORMATION44Item 1.Legal Proceedings44Item 1A.Risk Factors44Item 5.Other Information69Item 6.Exhibits69SIGNATURES70EXHIBIT INDEX71 VARONIS SYSTEMS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except share data) VARONIS SYSTEMS, INC. AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(in thousands) VARONIS SYSTEMS, INC. AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1:GENERAL Description of Business Varonis Systems, Inc. ("VSI" and together with its subsidiaries, collectively, the “Company” or "Varonis") was incorporated under the laws ofthe State of Delaware on November 3, 2004, commenced operations on January 1, 2005 and has sixteen wholly-owned subsidiaries. The Company develops software for data and AI security, threat detection and response and data privacy and compliance. Varonis enablesenterprises of all sizes and across industries to protect their most critical asset – data – wherever it lives: in the cloud, on-premises, in SaaSapplications, and across AI-driven systems. That includes sensitive files and emails; confidential personal, patient, and employee data; financialrecords; source code; and strategic intellectual property. The Varonis Data Security Platform provides comprehensive visibility into how data is accessed, used, and exposed – including by AI systemsand agents – and applies automated controls to reduce risk and contain threats before they become breaches. The platform analyzes data,applications, and account activity alongside user and AI-related behavior to detect anomalies, prevent unauthorized access, and automaticallylock down sensitive data when risk is detected. Customers rely on Varonis to achieve three board-level outcomes: enabling secure AI adoption, preventing data breaches, and maintainingcompliance with data-related regulations. Core use cases include: automated discovery and classification of sensitive data, emails, anddatabases; AI-readiness and AI system security; data security postu