vrns-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36324

____________________

VARONIS SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

____________________

Delaware

57-1222280

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

801 Brickell Avenue

Miami

33131

(Address of principal executive offices)

(Zip Code)

(877) 292-8767

(Registrant's telephone number, including area code)

1250 Broadway, 28th Floor

New York, NY 10001

(Former address, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (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 90 days. ý Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes ¨ No

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.


Large accelerated filer	ý	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	☐

		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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐

Yes ý No

As of May 2, 2025, there were 111,924,959 shares of common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

Condensed Consolidated Balance Sheets as of March 31 , 202 5 (unaudited) and December 31, 202 4		1

Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31 , 202 5 and 202 4		3

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31 , 202 5 and 202 4		4

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity as of March 31 , 202 5 and 202 4		5

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 5 and 202 4		6

Notes to Unaudited Condensed Consolidated Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION		38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 5.	Other Information	63

Item 6.	Exhibits	63

SIGNATURES		64

EXHIBIT INDEX		65


PART I.			FINANCIAL INFORMATION


Item 1.			Financial Statements

VARONIS SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	March 31, 2025		December 31, 2024
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	153,107	$	185,585
Marketable securities	414,524		343,383
Short-term deposits	41,588		39,450
Trade receivables (net of allowances of $2,336 and $2,518 at March 31, 2025 and December 31, 2024, respectively)	123,579		192,832
Prepaid expenses and other short-term assets	85,292		116,824
Total current assets	818,090		878,074

Long-term assets:
Long-term marketable securities	591,702		658,896
Operating lease right-of-use assets	43,535		45,593
Property and equipment, net	31,078		30,795
Intangible assets, net	6,014		—
Goodwill	39,750		23,135
Other assets	46,925		27,782
Total long-term assets	759,004		786,201
Total assets	$	1,577,094	$	1,664,275

Liabilities and stockholders’ equity
Current liabilities:
Trade payables	$	6,274	$	4,313
Accrued expenses and other short-term liabilities	156,780		164,930
Convertible senior notes, net	250,912		250,529
Deferred revenues	296,142		290,113
Total current liabilities	710,108		709,885

Long-term liabilities:
Convertible senior notes, net	450,746		450,243
Operating lease liabilities	40,559		42,789
Deferred revenues

SEC Form 10-Q filed by Varonis Systems Inc.