VARONIS SYSTEMS INC

For the period ended Sep 30, 2025. Filed Oct 29, 2025.

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 29, 2025

VRNS$48.80+0.1%Stored close · as of Nov 6, 2026

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Contents

Unaudited

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

	Three Months EndedSeptember 30,		Nine Months EndedSeptember 30,
	2025	2024	2025	2024
Revenues:
SaaS	$125,824	$57,805	$320,279	$136,575
Term license subscriptions	24,812	68,751	88,674	187,460
Maintenance and services	10,941	21,512	41,210	68,401
Total revenues	161,577	148,068	450,163	392,436
Cost of revenues	35,149	24,007	95,416	67,792
Gross profit	126,428	124,061	354,747	324,644
Operating expenses:
Research and development	62,737	53,459	173,194	146,219
Sales and marketing	74,025	71,378	223,366	212,646
General and administrative	25,600	22,864	74,439	65,878
Total operating expenses	162,362	147,701	470,999	424,743
Operating loss	(35,934)	(23,640)	(116,252)	(100,099)
Financial income, net	7,806	10,245	24,724	27,039
Loss before income taxes	(28,128)	(13,395)	(91,528)	(73,060)
Income taxes	(1,814)	(4,938)	(10,021)	(9,711)
Net loss	$(29,942)	$(18,333)	$(101,549)	$(82,771)
Net loss per share of common stock, basic and diluted	$(0.26)	$(0.16)	$(0.90)	$(0.74)
Weighted average number of shares used in computing net loss per share of common stock, basic and diluted	114,974,455	112,268,210	113,254,510	111,382,582

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

	Three Months EndedSeptember 30,		Nine Months EndedSeptember 30,
	2025	2024	2025	2024
Net loss	$(29,942)	$(18,333)	$(101,549)	$(82,771)
Other comprehensive income (loss):
Unrealized income (loss) on marketable securities, net of tax	837	2,664	3,314	(136)
Loss on marketable securities reclassified into earnings, net of tax	—	(134)	(161)	(146)
	837	2,530	3,153	(282)
Unrealized income on derivative instruments, net of tax	523	4,736	12,027	11,960
Income (loss) on derivative instruments reclassified into earnings, net of tax	2,525	(1,022)	526	(7,410)
	3,048	3,714	12,553	4,550
Total other comprehensive income	3,885	6,244	15,706	4,268
Comprehensive loss	$(26,057)	$(12,089)	$(85,843)	$(78,503)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

Common stock · Additionalpaid-in capital · Accumulatedothercomprehensive income (loss) · Accumulated deficit · Totalstockholders’ equity
Number · Amount
Balance as of December 31, 2023	109,103,721	$109	$1,142,578	$(8,649)	$(644,390)	$489,648
Stock-based compensation expense	—	—	32,093	—	—	32,093
Common stock issued under employee stock plans	2,485,389	3	6,411	—	—	6,414
Taxes related to net share settlement of equity awards	—	—	(34,860)	—	—	(34,860)
Unrealized income on derivative instruments, net of tax	—	—	—	1,797	—	1,797
Unrealized loss on available for sale securities, net of tax	—	—	—	(2,253)	—	(2,253)
Net loss	—	—	—	—	(40,490)	(40,490)
Balance as of March 31, 2024	111,589,110	$112	$1,146,222	$(9,105)	$(684,880)	$452,349
Stock-based compensation expense	—	—	30,089	—	—	30,089
Common stock issued under employee stock plans	590,312	—	3,378	—	—	3,378
Taxes related to net share settlement of equity awards	—	—	(1,748)	—	—	(1,748)
Unrealized loss on derivative instruments, net of tax	—	—	—	(961)	—	(961)
Unrealized loss on available for sale securities, net of tax	—	—	—	(559)	—	(559)
Common stock issued for debt conversion	195	—	6	—	—	6
Net loss	—	—	—	—	(23,948)	(23,948)
Balance as of June 30, 2024	112,179,617	$112	$1,177,947	$(10,625)	$(708,828)	$458,606
Stock-based compensation expense	—	—	31,931	—	—	31,931
Common stock issued under employee stock plans	242,454	—	6,290	—	—	6,290
Taxes related to net share settlement of equity awards	—	—	(656)	—	—	(656)
Unrealized income on derivative instruments, net of tax	—	—	—	3,714	—	3,714
Unrealized income on available for sale securities, net of tax	—	—	—	2,530	—	2,530
Purchase of capped calls related to Convertible senior notes	—	—	(55,522)	—	—	(55,522)
Net loss	—	—	—	—	(18,333)	(18,333)
Balance as of September 30, 2024	112,422,071	$112	$1,159,990	$(4,381)	$(727,161)	$428,560

Common stock · Additionalpaid-in capital · Accumulatedothercomprehensive income (loss) · Accumulated deficit · Totalstockholders’ equity
Number · Amount
Balance as of December 31, 2024	112,550,156	$113	$1,193,022	$2,676	$(740,155)	$455,656
Stock-based compensation expense	—	—	32,255	—	—	32,255
Common stock issued under employee stock plans	1,808,876	2	7,161	—	—	7,163
Taxes related to net share settlement of equity awards	—	—	(26,447)	—	—	(26,447)
Repurchase of common stock	(1,476,456)	(2)	(61,262)	—	—	(61,264)
Unrealized loss on derivative instruments, net of tax	—	—	—	(6,231)	—	(6,231)
Unrealized income on available for sale securities, net of tax	—	—	—	2,393	—	2,393
Common stock issued for debt conversion	32	—	1	—	—	1
Net loss	—	—	—	—	(35,783)	(35,783)
Balance as of March 31, 2025	112,882,608	$113	$1,144,730	$(1,162)	$(775,938)	$367,743
Stock-based compensation expense	—	—	33,859	—	—	33,859
Common stock issued under employee stock plans	163,501	—	—	—	—	—
Taxes related to net share settlement of equity awards	—	—	(1,352)	—	—	(1,352)
Repurchase of common stock	(1,003,885)	(1)	(38,735)	—	—	(38,736)
Unrealized income on derivative instruments, net of tax	—	—	—	15,736	—	15,736
Unrealized loss on available for sale securities, net of tax	—	—	—	(77)	—	(77)
Common stock issued for debt conversion	4,885	—	150	—	—	150
Net loss	—	—	—	—	(35,824)	(35,824)
Balance as of June 30, 2025	112,047,109	$112	$1,138,652	$14,497	$(811,762)	$341,499
Stock-based compensation expense	—	—	31,550	—	—	31,550
Common stock issued under employee stock plans	273,665	—	7,186	—	—	7,186
Taxes related to net share settlement of equity awards	—	—	(631)	—	—	(631)
Unrealized income on derivative instruments, net of tax	—	—	—	3,048	—	3,048
Unrealized income on available for sale securities, net of tax	—	—	—	837	—	837
Common stock issued for debt conversion	8,180,968	8	251,280	—	—	251,288
Settlement of capped call transactions	(2,604,434)	(2)	2	—	—	—
Net loss	—	—	—	—	(29,942)	(29,942)
Balance as of September 30, 2025	117,897,308	$118	$1,428,039	$18,382	$(841,704)	$604,835

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months EndedSeptember 30,
	2025	2024
Cash flows from operating activities:
Net loss	$(101,549)	$(82,771)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	7,964	8,543
Stock-based compensation	97,664	94,113
Amortization of deferred commissions	38,958	39,342
Non-cash operating lease costs	7,442	7,050
Amortization of debt issuance costs	2,471	1,264
Amortization of premium and accretion of discount on marketable securities, net	1,211	(11,288)
Acquired in-process research and development	—	6,653
Changes in assets and liabilities:
Trade receivables	46,534	49,913
Prepaid expenses and other short-term assets	4,208	(10,889)
Deferred commissions	(57,731)	(43,282)
Other long-term assets	(279)	(129)
Trade payables	755	817
Accrued expenses and other short-term liabilities	23,420	(5,882)
Deferred revenues	50,104	37,200
Other long-term liabilities	1,575	272
Net cash provided by operating activities	122,747	90,926
Cash flows from investing activities:
Proceeds from maturities of marketable securities	324,080	157,100
Investment in marketable securities	(229,446)	(576,753)
Proceeds from short-term and long-term deposits	159,405	25,038
Investment in short-term and long-term deposits	(156,089)	(9,233)
Acquisitions, net of cash acquired	(123,514)	—
Purchases of property and equipment	(8,687)	(2,342)
Capitalized internal-use software	(2,509)	—
Purchase of in-process research and development	—	(6,653)
Net cash used in investing activities	(36,760)	(412,843)
Cash flows from financing activities:
Repurchase of common stock	(100,000)	—
Repayment of convertible senior notes	(137)	—
Proceeds from employee stock plans	14,349	16,082
Taxes paid related to net share settlement of equity awards	(28,430)	(37,264)
Proceeds from issuance of convertible senior notes, net of issuance costs	—	450,099
Purchases of capped calls	—	(55,522)
Net cash provided by (used in) financing activities	(114,218)	373,395
Increase (decrease) in cash and cash equivalents	(28,231)	51,478

Supplemental disclosure of cash flow information:
Cash and cash equivalents at beginning of period	185,585	230,740
Cash and cash equivalents at end of period	$157,354	$282,218
Cash paid for income taxes	$6,825	$10,115
Cash paid for interest	$7,719	$3,184
Supplemental disclosure of non-cash activities:
Liability related to acquisition holdback	$3,502	$—
Lease liabilities arising from obtaining right-of-use assets	$19,064	$573
Common stock issued for debt conversion	$251,439	$6
Issuance costs included in accrued expenses and other short-term liabilities	$—	$450

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