Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 June 30, 2024


☐			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.)

1250 Broadway, 28th Floor

New York

10001

(Address of principal executive offices)

(Zip Code)

(877) 292-8767

(Registrant's telephone number, including area code)

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 July 26, 2024, there were 112,179,617 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 June 30, 2024 (unaudited) and December 31, 2023		1

Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023		3

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30 , 2024 and 2023		4

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity as of June 30 , 2024 and 2023		5

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2024 and 2023		7

Notes to Unaudited Condensed Consolidated Financial Statements		9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	41

PART II. OTHER INFORMATION		41

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	41



Item 5.	Other Information	66

Item 6.	Exhibits	66

SIGNATURES		67

EXHIBIT INDEX		68


PART I.			FINANCIAL INFORMATION


Item 1.			Financial Statements

VARONIS SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	June 30, 2024		December 31, 2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	155,403	$	230,740
Marketable securities	427,065		253,175
Short-term deposits	44,846		49,800
Trade receivables (net of allowances of $1,682 and $1,487 at June 30, 2024 and December 31, 2023, respectively)	122,412		169,116
Prepaid expenses and other current assets	66,418		64,326
Total current assets	816,144		767,157

Long-term assets:
Long-term marketable securities	162,972		211,063
Operating lease right-of-use assets	47,209		51,838
Property and equipment, net	30,075		33,964
Intangible assets, net	500		1,263
Goodwill	23,135		23,135
Other assets	14,780		15,490
Total long-term assets	278,671		336,753
Total assets	$	1,094,815	$	1,103,910

Liabilities and stockholders’ equity
Current liabilities:
Trade payables	$	2,532	$	672
Accrued expenses and other short-term liabilities	123,014		125,057
Deferred revenues	208,907		181,049
Total current liabilities	334,453		306,778

Long-term liabilities:
Convertible senior notes, net	251,239		250,477
Operating lease liabilities	45,414		51,313
Deferred revenues	22		886
Other liabilities	5,081		4,808
Total long-term liabilities	301,756		307,484

Stockholders’ equity:
Share capital


Common stock of $0.001 par value - Authorized: 200,000,000 shares at June 30, 2024 and December 31, 2023; Issued and outstanding: 112,179,617 shares at June 30, 2024 and 109,103,721 shares at December 31, 2023	112		109
Accumulated other comprehensive loss	(10,625)		(8,649)
Additional paid-in capital	1,177,947		1,142,578
Accumulated deficit	(708,828)		(644,390)
Total stockholders’ equity	458,606		489,648
Total liabilities and stockholders’ equity	$	1,094,815	$	1,103,910

The accompanying notes are an integral part of these condensed consolidated financial statements.

VARONIS SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:
Term license subscriptions	$	62,729	$	85,437	$	118,709	$	166,343
SaaS	44,785		5,653		78,770		7,721
Maintenance and services	22,832		24,328		46,889		48,689
Total revenues	130,346		115,418		244,368		222,753

Cost of revenues	22,436		17,386		43,785		35,023

Gross profit	107,910		98,032		200,583		187,730

Operating expenses:
Research and development	44,933		46,144		92,760		90,876
Sales and marketing	70,041		70,321		141,268		138,714
General and administrative	21,762		21,283		43,014		40,972
Total operating expenses	136,736		137,748		277,042		270,562

Operating loss	(28,826)		(39,716)		(76,459)		(82,832)
Financial income, net	8,249		8,465		16,794		16,238

Loss before income taxes	(20,577)		(31,251)		(59,665)		(66,594)
Income taxes	(3,371)		(7,446)		(4,773)		(10,407)

Net loss	$	(23,948)	$	(38,697)	$	(64,438)	$	(77,001)

Net loss per share of common stock, basic and diluted	$	(0.21)	$	(0.35)	$	(0.58)	$	(0.71)

Weighted average number of shares used in computing net loss per share of common stock, basic and diluted	111,885,305		109,740,289		110,934,149		109,063,722

The accompanying notes are an integral part of these condensed consolidated financial statements.

VARONIS SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss	$	(23,948)	$	(38,697)	$	(64,438)	$	(77,001)

Other comprehensive income (loss):
Unrealized loss on marketable securities, net of tax	(548)		(646)		(2,800)		(496)
Income (loss) on marketable securities reclassified into earnings, net of tax	(11)		(1)		(12)		5
	(559)		(647)		(2,812)		(491)

Unrealized income (loss) on derivative instruments, net of tax	2,184		311		7,224		(2,021)
Loss on derivative instruments reclassified into earnings, net of tax	(3,145)		(3,302)		(6,388)		(5,950)
	(961)		(2,991)		836		(7,971)
Total other comprehensive loss	(1,520)		(3,638)		(1,976)		(8,462)

Comprehensive loss	$	(25,468)	$	(42,335)	$	(66,414)	$	(85,463)

The accompanying notes are an integral part of these condensed consolidated financial statements.

VARONIS SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)


	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders’ equity
	Number	Amount
Balance as of December 31, 2022	107,673,052	$	108	$	1,055,048	$	(9,557)	$	(543,474)	$	502,125
Stock-based compensation expense	—	—		35,811		—		—		35,811
Common stock issued under employee stock plans	2,218,811	2		5,851		—		—		5,853
Taxes paid related to net share settlement of equity awards	—	—		(16,864)		—		—		(16,864)
Repurchase of common stock	(100,000)	—		(2,519)		—		—		(2,519)
Unrealized loss on derivative instruments, net of tax	—	—		—		(4,980)		—		(4,980)
Unrealized income on available for sale securities, net of tax	—	—		—		156		—		156
Net loss	—	—		—		—		(38,304)		(38,304)
Balance as of March 31, 2023	109,791,863	$	110	$	1,077,327	$	(14,381)	$	(581,778)	$	481,278
Stock-based compensation expense	—	—		39,385		—		—		39,385
Common stock issued under employee stock plans	233,974	—		36		—		—		36
Taxes paid related to net share settlement of equity awards	—	—		(2,575)		—		—		(2,575)
Repurchase of common stock	(207,278)	—		(5,080)		—		—		(5,080)
Unrealized loss on derivative instruments, net of tax	—	—		—		(2,991)		—		(2,991)
Unrealized loss on available for sale securities, net of tax	—	—		—		(647)		—		(647)
Net loss	—	—		—		—		(38,697)		(38,697)
Balance as of June 30, 2023	109,818,559	$	110	$	1,109,093	$	(18,019)	$	(620,475)	$	470,709

The accompanying notes are an integral part of these condensed consolidated financial statements.


	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders’ 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 paid 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 paid 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

The accompanying notes are an integral part of these condensed consolidated financial statements.

VARONIS SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(64,438)	$	(77,001)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	5,767		5,807
Stock-based compensation	62,182		75,196
Amortization of deferred commissions	14,498		12,524
Non-cash operating lease costs	4,722		4,731
Amortization of debt issuance costs	768		754
Amortization of premium and accretion of discount on marketable securities	(7,611)		(2,724)


Changes in assets and liabilities:
Trade receivables	46,704		32,311
Prepaid expenses and other current assets	(3,399)		(10,065)
Deferred commissions	(15,297)		(12,423)
Other long-term assets	(58)		(447)
Trade payables	1,860		(2,282)
Accrued expenses and other short-term liabilities	(4,374)		(5,799)
Deferred revenues	26,995		19,322
Other long-term liabilities	128		2,732
Net cash provided by operating activities	68,447		42,636

Cash flows from investing activities:
Proceeds from sales and maturities of marketable securities	45,101		20,850
Investment in marketable securities	(166,099)		(59,698)
Proceeds from short-term and long-term deposits	14,338		162,012
Investment in short-term and long-term deposits	(9,192)		(110,652)

Purchases of property and equipment	(1,116)		(2,603)
Net cash provided by (used in) investing activities	(116,968)		9,909

Cash flows from financing activities:
Proceeds from employee stock plans	9,792		5,889
Taxes paid related to net share settlement of equity awards	(36,608)		(19,439)
Repurchase of common stock	—		(7,599)



Net cash used in financing activities	(26,816)		(21,149)
Increase (decrease) in cash and cash equivalents	(75,337)		31,396
Cash and cash equivalents at beginning of period	230,740		367,800
Cash and cash equivalents at end of period	$	155,403	$	399,196

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	5,739	$	2,400
Cash paid for interest	$	1,602	$	1,611
Supplemental disclosure of non-cash activities:


Lease liabilities arising from obtaining right-of-use assets	$	285	$	1,159
Issuance of common stock for debt conversion	$	6	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: GENERAL


a.			Description of Business:

Varonis Systems, Inc. ("VSI" and together with its subsidiaries, collectively, the “Company” or "Varonis") was incorporated under the laws of the State of Delaware on November 3, 2004, commenced operations on January 1, 2005 and has twelve wholly-owned subsidiaries.

The Company's software specializes in data security, threat detection and response and data privacy and compliance. Varonis software enables enterprises of all sizes and industries to protect data stored in the cloud and on-premises including: sensitive files and emails; confidential personal data belonging to customers, patients and employees; financial records; source code, strategic and product plans; and other intellectual property. Recognizing the challenge of protecting data with growing volume, velocity, and variety, the Company has built an integrated platform to simplify and streamline data security, threat detection and response, and data privacy and compliance.

The Company offers coverage for more than 40 of the most mission-critical cloud and on-premises data stores, SaaS applications and cloud infrastructure environments. In 2022, Varonis announced the availability of its flagship Varonis Data Security Platform as a SaaS, which offers simpler deployment, faster time-to-value, and groundbreaking new automation capabilities that help customers prevent data breaches.

The Varonis Data Security Platform helps enterprises protect data against cyberattacks from both external and internal threats. The Company's products enable enterprises to analyze data, application and account activity and user behavior to detect and prevent attacks. Its software platform prevents or limits unauthorized use of sensitive information, detects and prevents potential cyberattacks and limits potential damage by automatically locking down data, allowing access to only those who need it and automating the removal of stale data when it is no longer useful.

The broad applicability of the Company's technology has resulted in its customers deploying its software for numerous use cases. These use cases include: automatic discovery and classification of high-risk, sensitive data; data security posture management; SaaS security posture management; automated remediation of over-exposed data; centralized visibility and risk analysis of enterprise data and monitoring of user behavior and file activity; security monitoring and risk reduction; data breach, insider threat, malware and ransomware detection with Managed Data Detection and Response (MDDR); automatic response to ransomware and other severe incidents to limit exposure and reduce recovery times; data ownership identification, assignment, and automatic involvement; forensics, reporting and auditing with searchable logs; meeting security policy and compliance regulation; automatic data migration; cloud migration; automation of retention and disposition policies; automatic data quarantine; intelligent archiving; and automated indexing for data subject requests related to privacy and compliance requirements.


b.			Basis of Presentation:

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Article 10 of Regulation S-X, “Interim Financial Statements” and the rules and regulations for Form 10-Q of the Securities and Exchange Commission (the “SEC”). Pursuant to those rules and regulations, the Company has condensed or omitted certain information and footnote disclosure it normally includes in its annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain amounts in prior periods' financial statements have been reclassified to conform to the current year's presentation.

In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its condensed consolidated financial position, results of operations and cash flows. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These condensed financial statements and accompanying notes should be read in conjunction with the 2023 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023 filed with the SEC on February 6, 2024 (the “2023 Form 10-K”). There have been no changes in the significant accounting policies from those that were disclosed in the audited consolidated financial statements for the fiscal year ended December 31, 2023 included in the 2023 Form 10-K, unless otherwise stated.


c.			Revenue Recognition:

The Company generates revenues primarily in the form of term license subscriptions, SaaS revenues and maintenance and services fees. Term license subscription revenues are sold on-premises and are comprised of time-based licenses whereby customers use the Company's software (including support and unspecified upgrades and enhancements when and if they are available) for a specified period. SaaS revenues, including SaaS with Managed Data Detection and Response, are provided on a subscription basis and allow customers to use hosted software. Over the last few years, the Company has introduced new products and support for cloud applications and infrastructure, including the Varonis Data Security Platform delivered as a SaaS, which was previously only sold as a self-hosted solution. Maintenance and services primarily consist of fees for maintenance of past perpetual license sales (including support and unspecified upgrades and enhancements when and if they are available) and to a lesser extent professional services, which focus on both operationalizing the software and training its customers to fully leverage the use of the Company's products, although the user can benefit from the software without its assistance. The Company sells its products worldwide to a network of distributors and value-added resellers, and payment is typically due within 30 to 60 calendar days of the invoice date.

The Company recognizes revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers.” As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation.

Term license subscription software sold on-premises is recognized at the point in time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with term license subscription software is recognized ratably over the term of the agreement.

SaaS revenue is recognized ratably over the associated contract period, beginning when access is provided and the benefit of the service is available. Conversions from a license sold on-premises to the Company’s SaaS offering during the original subscription period are accounted for on a pro-rata prospective basis.

The Company recognizes revenues from maintenance agreements ratably over the term of the underlying maintenance contract. The term of the maintenance contract is usually one year. Renewals of maintenance contracts create new performance obligations that are satisfied over the new term with the revenues recognized ratably over the contract period.

Revenues from professional services consist mostly of time and material services. The performance obligations are satisfied, and revenues are recognized, when the services are provided or once the service term has expired.

The Company enters into contracts that can include combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The license is distinct upon delivery as the customer can derive the economic benefit of the software without any professional services, updates or technical support. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of the total consideration of the contract. For maintenance included in term license subscriptions, the Company determines the standalone selling prices based on the price at which it separately sells a renewal contract. For professional services, the Company determines the standalone selling prices based on the price at which it separately sells those services. For software licenses included in term license subscriptions, the Company uses the residual approach to determine the standalone selling prices due to the lack of history of selling software license on a standalone basis and the highly variable sales price.

Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for credit losses.

Deferred revenues represent mostly unrecognized fees billed or collected for SaaS and maintenance contracts. Deferred revenues are recognized as (or when) the Company performs under the contract. Pursuant to these contracts, customers are generally not invoiced for subsequent years until the annual renewal occurs. The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $121,691 for the six months ended June 30, 2024.

Revenues allocated to remaining performance obligations represent contracted revenues that have not yet been recognized, which includes deferred revenues and non-cancelable amounts that will be invoiced in the future. The Company's remaining performance obligations were $514,669 as of June 30, 2024, of which it expects to recognize approximately 53% as revenue over the next 12 months and the remainder thereafter.

For information regarding disaggregated revenues, refer to Note 7.


d.			Contract Costs:

The Company pays sales commissions to sales and marketing and certain management personnel based on their attainment of certain predetermined sales goals. Sales commissions earned by employees are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions paid for initial contracts, which are not commensurate with sales commissions paid for renewal contracts, are capitalized and amortized over an expected period of benefit. Based on its technology, customer contracts and other factors, the Company has determined the expected period of benefit to be approximately four years. Sales commissions for renewal contracts are capitalized and then amortized on a straight-line basis. Amortization expenses related to these costs are included in sales and marketing expenses in the accompanying condensed consolidated statements of operations.


e.			Derivative Instruments:

The Company’s primary objective for holding derivative instruments is to reduce its exposure to foreign currency rate changes. The Company reduces its exposure by entering into forward foreign exchange contracts with respect to revenues and operating expenses that are forecasted to be incurred in currencies other than the U.S. dollar. A majority of the Company’s revenues and operating expenditures are transacted in U.S. dollars; however, certain revenues and operating expenditures are incurred in or exposed to other currencies, specifically, Euro and Pound Sterling for revenues and the New Israeli Shekel, Euro and Pound Sterling for operating expenses.

The Company has established forecasted transaction currency risk management programs to protect against fluctuations in fair value and the volatility of future cash flows caused by changes in exchange rates. The Company’s currency risk management program includes forward foreign exchange contracts designated as cash flow hedges. In addition, the Company has entered into forward contracts to hedge a portion of its monetary items in the balance sheet, such as trade receivables and payables, denominated in Euro and Pound Sterling for short-term periods (the “Fair Value Hedging Program”). The purpose of the Fair Value Hedging Program is to protect the fair value of the monetary assets from foreign exchange rate fluctuations. Gains and losses from derivatives related to the Fair Value Hedging Program are not designated as hedging instruments. The Company does not enter into derivative financial instruments for trading or speculative purposes.

Derivative instruments measured at fair value and their classification on the condensed consolidated balance sheets are presented in the following table (in thousands):


	Assets (liabilities) as of June 30, 2024 (unaudited)				Assets (liabilities) as of December 31, 2023
	Notional Amount		Fair Value		Notional Amount		Fair Value
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in prepaid expenses and other current assets	$	3,078	$	1	$	128,411	$	3,372
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in accrued expenses and other short-term liabilities	$	161,280	$	(4,235)	$	—	$	—
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in long-term other assets	$	32,442	$	198	$	33,233	$	519
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in long-term other liabilities	$	66,969	$	(1,768)	$	102,216	$	(1,624)
Foreign exchange forward contract derivatives in cash flow hedging relationships for revenues included in prepaid expenses and other current assets	$	70,748	$	1,011	$	—	$	—
Foreign exchange forward contract derivatives in cash flow hedging relationships for revenues included in accrued expenses and other short-term liabilities	$	4,407	$	(1)	$	—	$	—
Foreign exchange forward contract derivatives for monetary items included in prepaid expenses and other current assets	$	—	$	—	$	39,155	$	36
Foreign exchange forward contract derivatives for monetary items included in accrued expenses and other short-term liabilities	$	—	$	—	$	5,213	$	(7)

The unaudited condensed consolidated statements of operations reflect a loss of $3,145 and $6,388 for the three and six months ended June 30, 2024, respectively, and a loss of $3,302 and $5,950 for the three and six months ended June 30, 2023, respectively, related to the cash flow hedges.

For the three and six months ended June 30, 2024, the unaudited condensed consolidated statements of operations reflect a loss of $66 and a gain of $728, respectively, in financial income, net, related to the Fair Value Hedging Program. For the three and six months ended June 30, 2023, the unaudited condensed consolidated statements of operations reflect a gain of $145 and a loss of $155, respectively, in financial income, net, related to the Fair Value Hedging Program.


f.			Income Taxes:

The Company operates in the U.S. and in foreign jurisdictions and is subject to taxes in each country or jurisdiction in which it conducts business. Earnings from its non-U.S. activities are subject to local country income tax and may be subject to U.S. income tax.

Because of its history of operating losses, the Company has established a full valuation allowance against potential future benefits for deferred tax assets, including loss carryforwards.

Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. For the three and six months ended June 30, 2024, a discrete effective tax rate method was used in jurisdictions where a small change in estimated ordinary income has a significant impact on the annual effective tax rate.

In some foreign tax jurisdictions, the Company bases its interim tax accruals on the annual estimated effective tax rate applicable to the Company and its subsidiaries, adjusted for items which are considered discrete to the period. In each quarter, the Company updates its calculation and makes a year-to-date adjustment to its tax provision as necessary.

The Company's fiscal 2024 annual effective rate differs from the U.S. statutory rate primarily due to R&D capitalization under the terms of Section 174, tax deduction for stock based compensation, and generation or utilization of carry forward net operating loss (“NOL”) and research and development tax credits resulting in a current provision expense without an offset to deferred expense as the Company remains in a valuation allowance on its U.S. deferred tax assets. For the three months ended June 30, 2024 and 2023, the Company recorded income tax expense of $3,371 and $7,446, respectively, and $4,773 and $10,407 for the six months ended June 30, 2024 and 2023, respectively.

The Company's income tax provision could be significantly impacted by estimates surrounding its uncertain tax positions and changes to its valuation allowance. The Company reevaluates the judgments surrounding its estimates and make adjustments as appropriate each reporting period.

The Company remains open to federal and state examination to the extent net carry-over unused operating losses and tax credit attributable to those years remain unutilized. As of June 30, 2024, the Company's federal tax returns for the years 2010 through the current period, excluding the 2016 tax year which was audited by the Internal Revenue Service, and most state tax returns for the years 2009 through the current period, are still open to examination.

In addition, the Company is subject to the regular examinations of its income tax returns by different tax authorities. The Company regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes.


g.			Cash, Cash Equivalents, Marketable Securities and Short-Term Investments:

The Company accounts for investments in marketable securities in accordance with ASC No. 320, “Investments—Debt and Equity Securities” and ASC No. 326, “Financial Instruments—Credit Losses.” The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and other securities.

The Company considers all investments purchased with maturities at the date of purchase greater than three months but less than one year to be short-term. Investments purchased with maturities at the date of purchase greater than one year are classified as long-term assets. Marketable securities are classified as available for sale and are, therefore, recorded at fair value on the condensed consolidated balance sheet, with any unrealized gains and losses reported in accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity in the Company’s condensed consolidated balance sheets, until realized. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included as a component of financial income, net in the condensed consolidated statement of operations. Cash, cash equivalents, marketable securities and deposits consist of the following (in thousands):


	As of June 30, 2024
	(unaudited)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents
Money market funds	$	56,222	$	—	$	—	$	56,222


Total	$	56,222	$	—	$	—	$	56,222

Marketable securities
US Treasury securities	$	417,625	$	—	$	(544)	$	417,081
US Government Agency securities	9,987		—		(3)		9,984


Total	$	427,612	$	—	$	(547)	$	427,065

Short-term deposits
Term bank deposits	$	44,846	$	—	$	—	$	44,846
Total	$	44,846	$	—	$	—	$	44,846

Long-term marketable securities
US Treasury securities	$	163,566	$	—	$	(594)	$	162,972

Total	$	163,566	$	—	$	(594)	$	162,972


	As of December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents
Money market funds	$	164,848	$	—	$	—	$	164,848


Total	$	164,848	$	—	$	—	$	164,848

Marketable securities
US Treasury securities	$	242,633	$	530	$	(1)	$	243,162
US Government Agency securities	9,972		41		—		10,013


Total	$	252,605	$	571	$	(1)	$	253,175

Short-term deposits
Term bank deposits	$	49,800	$	—	$	—	$	49,800
Total	$	49,800	$	—	$	—	$	49,800

Long-term marketable securities
US Treasury securities	$	209,961	$	1,102	$	—	$	211,063
Total	$	209,961	$	1,102	$	—	$	211,063

Unrealized losses associated with investments in available for sale securities have all been in a continuous unrealized loss position of less than one year as of June 30, 2024 and December 31, 2023.

The gross unrealized gains and losses related to these investments were due primarily to changes in interest rates. Available for sale debt securities with an amortized cost basis in excess of estimated fair value are assessed using the credit losses model for marketable securities to determine what portion of that difference, if any, is caused by expected credit losses. Expected credit losses on available for sale debt securities are recognized in financial income, net on the condensed consolidated statements of operations. As of June 30, 2024 and December 31, 2023, the Company did not recognize an allowance for credit losses on available for sale marketable securities.


h.			Concentration of Credit Risks:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities, short-term deposits and trade receivables.

The Company’s cash, cash equivalents, marketable securities and short-term deposits are invested in major banks mainly in the United States but also in Israel, France, Canada, the United Kingdom, Germany, the Netherlands, Ireland, Luxembourg, Australia and Singapore. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. The Company maintains cash and cash equivalents with reputable financial institutions and monitors the amount of credit exposure to each financial institution.

The Company’s trade receivables are geographically diversified and derived primarily from sales to a network of distributors and value-added resellers (VARs) mainly in the United States and Europe. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its channel partners and establishes an allowance for credit losses based upon a specific review of all significant outstanding invoices, historical collection experience, customer creditworthiness, current, and future economic and market conditions. The Company writes off receivables when they are deemed uncollectible and having exhausted all collection efforts.


i.			Basic and Diluted Net Loss Per Share:

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period.

Diluted net loss per share is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, performance stock units and the shares related to the conversion of the 1.25% Convertible Senior Notes issued by the Company on May 11, 2020 and due August 2025 (the "2025 Notes"), to the extent dilutive.

Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. There were 7,807,411 and 9,268,751 potentially dilutive shares from outstanding stock options, restricted stock units and performance stock units that were not included in the calculation of diluted net loss per share for the period ending June 30, 2024 and 2023, respectively. Additionally, 8,239,049 shares underlying the conversion option of the 2025 Notes are not considered in the calculation of diluted net loss per share as the effect would be anti-dilutive for the period ending June 30, 2024 and 2023, respectively.


j.			Recently Issued Accounting Pronouncements Not Yet Adopted:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses on an interim and annual basis. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for the fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently evaluating the effect of adopting the ASU on its disclosures.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early

adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures.

NOTE 2: FAIR VALUE MEASUREMENTS

The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. There have been no transfers between fair value measurements levels during the periods presented. The carrying amounts of cash and cash equivalents, marketable securities, trade receivables, short-term deposits and trade payables approximate their fair value due to the short-term maturity of such instruments.

The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

•Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The following table sets forth the Company’s assets and liabilities that were measured at fair value as of June 30, 2024 and December 31, 2023 by level within the fair value hierarchy (in thousands):


	As of June 30, 2024
	(unaudited)								As of December 31, 2023
	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Financial assets:
Cash equivalents:
Money market funds	$	56,222	$	—	$	—	$	56,222	$	164,848	$	—	$	—	$	164,848


Marketable securities:
US Treasury securities	—		417,081		—		417,081		—		243,162		—		243,162
US Government Agency securities	—		9,984		—		9,984		—		10,013		—		10,013


Prepaid expenses and other current assets:
Forward foreign exchange contracts	—		1,012		—		1,012		—		3,408		—		3,408
Long-term marketable securities:
US Treasury securities	—		162,972		—		162,972		—		211,063		—		211,063

Long-term other assets:
Forward foreign exchange contracts	—		198		—		198		—		519		—		519
Financial liabilities:
Accrued expenses and other short-term liabilities:
Forward foreign exchange contracts	—		(4,236)		—		(4,236)		—		(7)		—		(7)
Long-term other liabilities:
Forward foreign exchange contracts	—		(1,768)		—		(1,768)		—		(1,624)		—		(1,624)
Total financial assets (liabilities), net	$	56,222	$	585,243	$	—	$	641,465	$	164,848	$	466,534	$	—	$	631,382

See Note 5 “Convertible Senior Notes and Capped Call Transactions” for the carrying amount and estimated fair value of the Company's 2025 Notes as of June 30, 2024.

NOTE 3: LEASES

The Company has various operating leases for office space, vehicles and office equipment that expire through 2032. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Below is a summary of the Company's operating right-of-use assets and operating lease liabilities (in thousands):


	June 30, 2024
	(unaudited)
Operating lease right-of-use assets	$	47,209

Operating lease liabilities, current	$	10,092
Operating lease liabilities, long-term	45,414
Total operating lease liabilities	$	55,506

Operating lease liabilities, current are included within accrued expenses and other short-term liabilities in the condensed consolidated balance sheet.

Some leases include one or more options to renew. The exercise of lease renewal options is typically at the Company's sole discretion; therefore, the majority of renewals to extend the lease terms are not included in our right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. Lease modifications result in remeasurement of the right-of-use assets and lease liabilities.

Some of the real estate leases contain variable lease payments, including payments based on a Consumer Price Index ("CPI"). Variable lease payments based on a CPI are initially measured using the index in effect at lease adoption. Additional payments based on the change in a CPI are recorded as a period expense when incurred.

The Company has deposit guarantees issued by a financial institution to secure various operating lease agreements in connection with its office space.

Minimum lease payments for the Company's right-of-use assets over the remaining lease periods as of June 30, 2024, are as follows (in thousands):


	June 30, 2024
	(unaudited)
2024	$	5,783
2025	11,564
2026	9,607
2027	9,495
2028	9,443
Thereafter	13,983
Total undiscounted lease payments	$	59,875

Less: Imputed interest	(4,369)
Present value of lease liabilities	$	55,506

As of June 30, 2024, the Company had an additional operating lease that had not yet commenced of $2,454. This operating lease will commence in the fourth quarter of 2024 with a lease term through 2028.

The weighted average remaining lease terms and discount rates for all operating leases were as follows as of June 30, 2024:


Remaining lease term and discount rate:
Weighted average remaining lease term (years)	5.92

Weighted average discount rate	2.86	%

Total operating lease cost for the three and six months ended June 30, 2024 was $2,315 and $4,901, respectively, inclusive of sublease income of $381 and $811, respectively. Total operating lease cost for the three and six months ended June 30, 2023 was $2,410 and $4,702, respectively, inclusive of sublease income of $438 and $901, respectively.

NOTE 4: GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired less liabilities assumed arising from business combinations. The Company believes the goodwill represents the synergies expected from expanded market opportunities when integrating with its offerings.

There were no additions, impairments or any other changes to the carrying amount of goodwill during the three and six months ended June 30, 2024 or during prior periods.

Intangible Assets

Total cost and amortization of intangible assets is comprised of the following (in thousands, except useful life):


	Estimated Useful Life	June 30, 2024
Intangible assets, net	(in years)	(unaudited)
Developed technology & trademarks	4	$	6,110

Total intangible assets		6,110
Less: Accumulated amortization		5,610
Total intangible assets, net		$	500

Intangible assets are expensed on a straight-line basis over the useful life of the asset. The Company recorded amortization expense of $381 and $762 for the three and six months ended June 30, 2024 and 2023, respectively.

The following table summarizes estimated future amortization expense of our intangible assets as of June 30, 2024 (in thousands):


Years ending December 31,	Amount (unaudited)
2024	500
Total future amortization expense	$	500

NOTE 5: CONVERTIBLE SENIOR NOTES AND CAPPED CALL TRANSACTIONS

On May 11, 2020, the Company issued the 2025 Notes pursuant to an Indenture dated May 11, 2020 (the “Indenture”). The offering totaled $253,000 aggregate principal amount. The net proceeds to the Company after the initial purchaser discount and issuance costs were approximately $245,158. The Company used $29,348 of the net proceeds from the offering to pay the cost of the capped call transactions described below.

The 2025 Notes will mature on August 15, 2025, unless earlier converted, redeemed or repurchased. Interest will be payable semi-annually in arrears on February 15 and August 15 of each year, at a rate of 1.25% per year.

The initial conversion rate for the 2025 Notes is 32.5668 shares of the Company’s common stock for each $1,000 principal amount of the 2025 Notes, which is equivalent to an initial conversion price of approximately $30.71 per share. The conversion rate is subject to adjustment in specified events. The 2025 Notes are convertible into shares of the Company’s common stock, at the option of a holder, prior to the close of business on the business day immediately preceding February 15, 2025, under certain conditions.

In addition, on or after February 15, 2025, a holder may convert all or any portion of its 2025 Notes at any time. During the three months ended June 30, 2024, the conversion feature of the 2025 Notes was triggered and therefore the 2025 Notes are currently convertible, in whole or in part, at the option of the holders from July 1, 2024 through September 30, 2024. Whether the 2025 Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition. Since the issuance of the 2025 Notes, the Company has received and settled an immaterial amount of conversion notices from the holders. The Company may elect to repay the 2025 Notes in cash, shares of common stock, or a combination of both. The Company has continued to classify the 2025 Notes as long-term debt on its condensed consolidated balance sheet as of June 30, 2024.

Effective August 20, 2023, the Company may redeem the 2025 Notes for cash, at its option, subject to the terms and conditions provided in the Indenture.

The net carrying amount of the 2025 Notes was as follows (in thousands):


	June 30, 2024		December 31, 2023
	(unaudited)
Principal	$	252,994	$	253,000

Unamortized issuance costs	(1,755)		(2,523)
Net carrying amount	$	251,239	$	250,477

The effective interest rate for the three and six months ended June 30, 2024 was 1.87%. The interest expense recognized related to the 2025 Notes for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
Contractual interest expense	$	790	$	790	$	1,581	$	1,581
Amortization of debt issuance costs	385		378		768		754
Total	$	1,175	$	1,168	$	2,349	$	2,335

As of June 30, 2024 and December 31, 2023, the total estimated fair value of the 2025 Notes was approximately $373,515 and $386,201, respectively. The fair value was determined based on the closing trading price per $100 of the 2025 Notes as of the last day of trading for the period. The fair value of the 2025 Notes is primarily affected by the trading price of our common stock and market interest rates. The fair value of the 2025 Notes is considered a Level 2 within the fair value hierarchy and was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2025 Notes in an over-the-counter market.

Capped Call Transactions

In May 2020, in connection with the pricing of the 2025 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $47.24 (the "Cap Price").

The Capped Call Transactions are separate transactions and are not part of the terms of the 2025 Notes and will not change the holders’ rights under the 2025 Notes. As the Capped Call Transactions are considered indexed to the Company's stock and are considered equity classified, they are recorded in stockholders’ equity on the condensed consolidated balance sheet and are not accounted for as derivatives. The cost of the Capped Call Transactions was approximately $29,348 and was recorded as a reduction to additional paid-in capital in 2020.

NOTE 6: STOCKHOLDERS’ EQUITY

a. Stock plans:

On November 14, 2013, the Company’s board of directors adopted the Varonis Systems, Inc. 2013 Omnibus Equity Incentive Plan (the “2013 Plan”) which was subsequently approved by the Company’s stockholders. The Company initially reserved 5,713,899 shares of common stock for issuance under the 2013 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. Since January 1, 2016, the share reserve under the 2013 Plan has been automatically increased by an aggregate of 27,579,672 shares. Awards granted under the 2013 Plan generally vest over four years. No awards were granted under the 2013 Plan subsequent to June 5, 2023, and no further awards will be granted under the 2013 Plan.

On October 22, 2020, and as part of the Polyrize Security Ltd. ("Polyrize") acquisition, the Company’s board of directors approved the assumption of a certain portion of Polyrize Options pursuant to the terms and conditions of the Polyrize 2019 Share Incentive (“Polyrize Plan”). No further awards were or will be granted under the Polyrize Plan.

On April 20, 2023, the Company’s board of directors adopted the Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), subject to approval by our stockholders. On June 5, 2023, the Company’s stockholders approved the 2023 Plan which became effective and replaced the 2013 Plan. The Company initially reserved 5,500,000 shares of common stock for issuance under the 2023 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. On June 3, 2024, the Company’s stockholders approved an additional 4,400,000 shares under the 2023 Plan.

A summary of employees’ stock options activities during the six months ended June 30, 2024 is as follows:


	Six Months Ended June 30, 2024 (unaudited)
	Number	Weighted average exercise price		Aggregate intrinsic value (in thousands)		Weighted average remaining contractual life (years)
Options outstanding as of January 1, 2024	573,430	$	7.564	$	21,627	0.962
Granted	—	$	—
Exercised	(535,668)	$	7.555
Forfeited and expired	—	$	—
Options outstanding and exercisable as of June 30, 2024	37,762	$	7.690	$	1,521	1.061

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period. Total intrinsic value of options exercised for the six months ended June 30, 2024 was $20,580. As of June 30, 2024, there was no unrecognized compensation cost related to employees and non-employees unvested stock options as all options have vested.

b. The options outstanding as of June 30, 2024 (unaudited) separated into exercise prices as follows:


Exercise price		Options outstanding and exercisable as of June 30, 2024	Weighted average remaining contractual life (years) of options outstanding and exercisable	Weighted average exercise price of options outstanding and exercisable
	$5.682	4,483	5.658	$	5.682
	$7.220	24,279	0.367	$	7.220
	$9.960	9,000	0.644	$	9.960
		37,762	1.061	$	7.690


c.			Options issued to consultants:

The Company’s outstanding options granted to consultants for services as of June 30, 2024 (unaudited) were as follows:


Grant date	Number of options outstanding and exercisable as of June 30, 2024	Range of exercise price per share					Exercisable through
November 2014 - February 2016	10,500	$	5.623	—	$	7.220	November 2024 - February 2026


d.			Restricted stock units ("RSUs") and performance stock units ("PSUs"):

A summary of RSUs and PSUs for employees, consultants and non-employee directors of the Company for the six months ended June 30, 2024 (unaudited) is as follows:


	Number of shares underlying outstanding RSUs and PSUs	Weighted- average grant date fair value
Unvested balance - January 1, 2024	8,234,171	$	36.83
Granted	3,557,660	$	42.66
Vested	(3,052,421)	$	40.20
Forfeited	(980,261)	$	38.87
Unvested balance – June 30, 2024	7,759,149	$	37.92

As of June 30, 2024, there was $233,568 of total unrecognized compensation cost related to employees and non-employees unvested restricted stock units and performance stock units which is expected to be recognized over a weighted-average period of 2.493 years.


e.			2015 Employee Stock Purchase Plan:

On May 5, 2015, the Company’s stockholders approved the Varonis Systems, Inc. 2015 Employee Stock Purchase Plan (the “ESPP”), which the Company’s board of directors had adopted on March 19, 2015. The ESPP became effective as of June 30, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, at not less than 85% of the fair market value of the Company’s common stock on the first day or last trading day in the offering period, subject to any plan limitations. The Company initially reserved 1,500,000 shares of common stock for issuance under the ESPP. The number of shares available for issuance under the ESPP was increased on January 1, 2016 and has been, and will be, increased each January 1 thereafter, by an amount equal to the lesser of (i) one percent (1%) of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase, except that the amount of each such increase will be limited to the number of shares of common stock necessary to bring the total number of shares of common stock available for issuance under the ESPP to two percent (2%) of the number of shares of common stock issued and outstanding on each such December 31, or (ii) 1,200,000 shares of common stock. Since January 1, 2016, the share reserve under the ESPP has been automatically increased by an aggregate of 3,908,910 shares. The ESPP will continue in effect until the earlier of (i) the date when no shares of common stock are available for issuance thereunder or (ii) June 30, 2025; unless terminated prior thereto by the Company’s board of directors or compensation committee, each of which has the right to terminate the ESPP at any time.


f.			Stock-based compensation expense for employees and consultants:

The Company recognized stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
Cost of revenues	$	1,298	$	2,030	$	2,660	$	4,530
Research and development	8,856		13,634		20,615		26,157
Sales and marketing	10,655		13,898		21,125		26,660
General and administrative	9,280		9,822		17,782		17,848
Total	$	30,089	$	39,384	$	62,182	$	75,195

NOTE 7: GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA

Summary information about geographic areas:

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment and unit and derives revenues mainly from subscription licensing, SaaS revenues and maintenance and services fees (see Note 1 for a brief description of the Company’s business). The following is a summary of revenues within geographic areas (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
Revenues based on customer’s location:
North America	$	95,566	$	84,514	$	181,722	$	165,763
EMEA (*)	29,070		27,227		53,223		50,145
Rest of World	5,710		3,677		9,423		6,845
Total revenues	$	130,346	$	115,418	$	244,368	$	222,753

(*) Revenues to customers in France accounted for 10.1% and 11.3% of total revenues for the three months ended June 30, 2024 and 2023, respectively.

For the three and six months ended June 30, 2024 and 2023, respectively, there were no revenues to a single customer exceeding 10% of total revenues.

The following is a summary of long-lived assets, including property and equipment, net and operating lease right-of-use assets, within geographic areas (in thousands):


	As of		As of
	June 30, 2024		December 31, 2023
	(unaudited)
Long-lived assets by geographic region:
United States	$	33,338	$	35,791
Israel	30,152		34,755
Ireland	12,228		13,240
Other	1,566		2,016
	$	77,284	$	85,802


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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for our fiscal year ended December 31, 2023.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included under Part II, Item 1A below. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

The Transition to a SaaS-Based Business Model

In response to the evolving needs of our customers and the growing threat landscape, we are strategically transitioning to a SaaS delivery model. This transition is driven by the increased importance of a data-centric approach to security and the demand for comprehensive protection in the face of heightened cyber risks, collaboration across multiple platforms, the adoption of generative AI tools and the necessity for compliance. Enterprises now use many different combinations of on-premises and cloud data stores, SaaS applications and IaaS environments and this complexity requires a greater level of automated protection. We believe our offering provides comprehensive data coverage and our ability to address this demand will become key driver of our growth.

In the second half of 2021, we launched our first SaaS offering, introducing new products and support for cloud infrastructure and applications. On October 31, 2022 we announced the availability of our flagship Varonis Data Security Platform as a SaaS, which was previously only sold as a self-hosted solution. The benefits of SaaS delivery are widely established for both customers and providers, and we believe this evolution of a SaaS delivery option for the Varonis Data Security Platform will be transformational. The advantages include: quicker and easier deployment and maintenance of solutions with reduced infrastructure and personnel requirements; a lower total cost of ownership; faster deployment of risk assessments, which is the core of our sales motion; enhanced threat detection; continual threat model updates; increased automation for securing data in place; and the ability to deliver additional features and functionality to customers more efficiently. In addition, our Managed Data Detection and Response offering further reduces both the likelihood of a breach and its potential impact by enabling automated 24x7x365 monitoring with a service level agreement (SLA) that ensures Varonis will respond to alerts within a specified time frame. Our MDDR offering is only available for our SaaS customers because of the automation and visibility that’s built into our SaaS platform.

Recognizing the potential of a SaaS business model, we plan to transition to a predominately SaaS delivery model over the next several years. We expect our flagship Varonis Data Security Platform as a SaaS to grow significantly over this time and become the primary driver of our revenues. During this transition, we expect our revenues to be negatively impacted due to revenue recognition accounting treatment headwinds associated with the increase in SaaS sales and existing customer conversions to SaaS. These revenue headwinds will be dependent on the pace of the transition.

Overview

Varonis is a leader in data security as, since we started operations in 2005, we recognized that an enterprise's capacity to create and share data far exceeded its capacity to protect it. We believed that rapid data growth combined with increasing information dependence would change the global economy and the risk profiles of corporations and governments. Our focus has been on using innovation to address the cyber-implications of these trends, creating software that provides new ways to track, alert and protect data wherever it is stored.

We sell substantially all of our products and services to channel partners, including distributors and resellers, which sell to end-user customers, which we refer to in this report as our customers. We believe that our sales model, which combines the leverage of a channel sales model with our highly trained and professional sales force, has and will continue to play a major role in our ability to grow and to successfully deliver our unique value proposition for enterprise data. While our products serve customers of all sizes, across industries and across geographies, the marketing focus and majority of our sales focus is on targeting organizations with 1,000 users or more who can make larger initial purchases with us and, over time, have a greater potential lifetime value. Our customers span leading firms in the financial services, public, healthcare, industrial, insurance, technology, energy and utilities, consumer and retail, education and construction and engineering sectors. We believe our existing customer base serves as a strong source of incremental future revenues given our broad platform of products, their growing volumes and complexity of enterprise data and related security concerns. We will continue our focus on targeting organizations with 1,000 users or more who can make larger purchases with us initially and over time. We are also focused on maintaining a high renewal rate by investing in the quality and reliability of our customer service and support teams to ensure our customers receive value from our products and providing software upgrades and enhancements when and if they are available. Our product offering currently contains coverage for more than 40 of the most critical on-premises and cloud data stores and applications and our renewal rate continued to be over 90% for the six months ended June 30, 2024.

We believe there is a significant long-term growth opportunity in both domestic and international markets, which could include any organization that relies on data stored in SaaS applications, IaaS environments, NAS devices, file shares, databases and email servers. For the three and six months ended June 30, 2024, approximately 74% of our revenues were derived from North America, while approximately 22% of our revenues were derived from EMEA and approximately 4% from ROW. Additionally, despite the revenue recognition headwinds from the accounting treatment associated with the positive trend of our increase in SaaS sales and existing customer conversions to SaaS, total revenues still grew approximately 10% for the six months ended June 30, 2024 compared with the six months ended June 30, 2023. We continue to expect expansion in both domestic and international markets to be key components of our long-term growth strategy. Over the last few years, however, our operations around the world were negatively impacted by broader macroeconomic conditions, including a higher inflation and interest rate environment and a general economic slowdown. As a result, we have seen changes in customer buying patterns including, some budgetary tightening and longer renewal cycles, a trend which may continue for the foreseeable future.

We continue to expand our domestic and international operations as part of our long-term growth strategy. While the expansion of our domestic operations is focused primarily on our underpenetrated territories, the expansion of our international operations depends in particular on our ability to hire, integrate and retain local sales personnel in these international markets, acquire new channel partners and implement an effective marketing strategy. Given the nominal amount of our ROW revenues, our ROW revenue growth rates have fluctuated in the past and may fluctuate in the future based on the timing of deal closures. In addition, the further expansion of our international operations will increase our sales and marketing and general and administrative expenses and will subject us to a variety of risks and challenges, including those related to economic and political conditions in each region, compliance with foreign laws and regulations, and compliance with domestic laws and regulations applicable to our international operations.

Since inception, we have continued to scale our business and execute on strategic initiatives which we believe have positioned us for durable long-term growth. For the three and six months ended June 30, 2024, we have continued to grow our revenues despite revenue recognition accounting treatment headwinds associated with the increase in SaaS sales and existing customer conversions to SaaS. For the three months ended June 30, 2024 and 2023, SaaS revenues were $44.8 million and $5.7 million, respectively. For the six months ended June 30, 2024 and 2023, SaaS revenues were $78.8 million and $7.7 million, respectively. For the three months ended June 30, 2024 and 2023, our total revenues were $130.3 million and $115.4 million, respectively. For the six months ended June 30, 2024 and 2023, our total revenues were $244.4 million and $222.8 million, respectively. For the three months ended June 30, 2024 and 2023, we had operating losses of $28.8 million and $39.7 million and net losses of $23.9 million and $38.7 million, respectively. For the six months ended June 30, 2024 and 2023, we had operating losses of $76.5 million and $82.8 million and net losses of $64.4 million and $77.0 million, respectively.

Instability in the Middle East

Due to the war that began on October 7, 2023, a portion of our employees in Israel have been called to active reserve duty and additional employees may be called in the future, if needed. The Company has a business continuity plan and will remain aware and responsive to the evolving situation. However, it is possible that some of our operations in the region may be disrupted if the situation deteriorates further.

Key Performance Indicators and Recent Business Highlights

Annual Recurring Revenues

Annual recurring revenues is a key performance indicator defined as the annualized value of active term-based subscription license contracts, SaaS contracts and maintenance contracts in effect at the end of that period. Subscription license contracts, SaaS contracts and maintenance contracts are annualized by dividing the total contract value by the number of days in the term and multiplying the result by 365.

As of June 30, 2024 and 2023, ARR was $584.2 million and $497.0 million, respectively, an increase of 18% period over period. The annualized value of contracts is a legal and contractual determination made by assessing the contractual terms with our customers. The annualized value of these contracts is not determined by reference to historical revenues, deferred revenues or any other GAAP financial measure over any period. ARR is not a forecast of future revenues and can be impacted by contract start and end dates and renewal rates. We expect ARR to continue to increase in absolute dollars.

Transition to SaaS-Based Business Model and SaaS as a Percentage of ARR

Over the last two years, we have strategically expanded our offering to include SaaS solutions. Recognizing the established benefits of SaaS for both customers and us, we plan to transition our business to a predominantly SaaS delivery model over the next several years. Due to differences in the revenue recognition accounting treatment, the transition to a SaaS based-business model may produce revenue headwinds which may cause significant variation in the reported revenues for a given period compared to the same period in the previous year. As of June 30, 2024, SaaS as a percentage of total ARR was approximately 36% and we expect this percentage to increase as we continue the transition to a SaaS delivery model.

Remaining Performance Obligations

Remaining performance obligations ("RPO") represent contracted revenues that have not yet been recognized, which includes deferred revenues and non-cancelable amounts that will be invoiced in the future. Our RPO was $514.7 million as of June 30, 2024. We expect RPO to continue to increase in absolute dollars as we transition to a predominately SaaS-based company.

Components of Operating Results

Revenues

Term License Subscription Revenues. Term license subscription revenues relate to subscription license revenues which are sold on-premises and are recognized at the point in time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with subscription licenses is recognized ratably over the term of the agreement. Due to the transition to a predominately SaaS delivery model, we expect term license subscription revenues to continue to decline.

SaaS Revenues. SaaS revenues relate to the Company's SaaS platform. Over the last two years, the Company began to offer SaaS solutions to its customers, including its (i) flagship Data Security Platform as a SaaS that was previously only sold as a self-hosted solution and (ii) DatAdvantage Cloud product line. Each of these products allow customers to use hosted software, and the related revenue from these products is recognized ratably over the associated contract period. Over the next several years, we expect SaaS revenues to grow considerably and become the primary driver of our revenues. Conversions from a license sold on-premises to our SaaS offering during the original subscription period are accounted for on a pro-rata prospective basis. Due to the transition to a predominately SaaS business model, the timing of renewals and renewal rates, we could produce significant variation in the revenues we recognize in a given period.

Maintenance and Services Revenues. Maintenance and services revenues consist of revenues from maintenance agreements of past perpetual license sales and, to a lesser extent, professional services. Customers with maintenance agreements are entitled to receive support and unspecified upgrades and enhancements when and if they become available. We recognize the revenues associated with maintenance ratably over the associated contract period. We measure the renewal rate for our customers over a 12-month period, based on a dollar renewal rate for contracts expiring during that time period. Our renewal rate for each of the six months ended June 30, 2024 and 2023 continued to be over 90%. We do not expect perpetual license revenues in the future and, therefore, we expect the associated maintenance and support to continue to decline despite the strong renewal rates. We also offer professional services, generally provided on a time and materials basis, focused on training our

customers in the use of our products. We recognize the revenues associated with these professional services as we deliver the services, provide the training or when the service term has expired. Professional services have always been a small percentage of our total revenues and we expect it to continue to be a small percentage. As such, maintenance and services revenues are expected to continue to decline.

The following table sets forth the percentage of our revenues that have been derived from subscription licenses and maintenance and services revenues for the periods presented.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(as a percentage of total revenues)
Revenues:
Term license subscriptions	48.1	%	74.0	%	48.6	%	74.7	%
SaaS	34.4		4.9		32.2		3.4
Maintenance and services	17.5		21.1		19.2		21.9
Total revenues	100.0	%	100.0	%	100.0	%	100.0	%

Our products are used by a wide range of enterprises, including Fortune 500 corporations and small and medium-sized businesses. Our customers span a broad array of industries and are located in 95 countries.

Cost of Revenues, Gross Profit and Gross Margin

Cost of revenues consist primarily of salaries (including payroll tax expense related to stock-based compensation), employee benefits (including commissions and bonuses) and stock-based compensation for our customer support, customer success and services employees; third-party hosting fees; amortization of acquired intangible assets; travel expenses; and allocated overhead costs for facilities, IT and depreciation. We recognize expenses related to these costs as they are incurred and expect that these costs will increase in absolute dollars as we continue to invest in our customer success, support and MDDR teams, move to a SaaS delivery model and support the underlying programs that play a critical role in maintaining our high renewal rate.

Gross profit is total revenues less total cost of revenues. Gross margin is gross profit expressed as a percentage of total revenues. As the majority of our expenses are relatively fixed quarter over quarter and due to the seasonality of our business, the first quarter typically results in the lowest gross margin as our first quarter revenues have historically been the lowest for the year. Conversely, the fourth quarter typically results in the highest gross margin as our fourth quarter revenues have historically been the highest for the year. As we transition to a predominately SaaS-based company, we expect this seasonality to decrease due to differences in the revenue recognition accounting treatment.

Operating Expenses

Operating expenses are classified into three categories: research and development, sales and marketing and general and administrative. For each category, the largest component is personnel costs, which consists of salaries (including payroll tax expense related to stock-based compensation), employee benefits (including commissions and bonuses) and stock-based compensation. Operating expenses also include allocated overhead costs for facilities, IT and depreciation. Allocated costs for facilities primarily consist of rent and office maintenance. Operating expenses are generally recognized as incurred. As a company, we have always aimed to tie our level of investment in the business to the revenues we expect to achieve and we actively manage expenses across the business. We expect personnel costs to continue to increase in absolute dollars as we continue to grow our business.

Research and Development. Research and development expenses primarily consist of personnel costs attributable to our research and development personnel, as well as allocated overhead costs. We expense research and development costs as incurred. We expect that our research and development expenses will continue to increase in absolute dollars as we further strengthen our technology platform and invest in the development of both existing and new products through the hiring of talented and capable employees.

Sales and Marketing. Sales and marketing expenses are the largest component of our operating expenses and consist primarily of personnel costs, as well as marketing and business development costs, travel expenses, third-party hosting fees, training and education and allocated overhead costs. We expect that sales and marketing expenses will continue to increase in absolute dollars as we plan to expand our sales and marketing efforts, both domestically and internationally. We also expect sales and marketing expenses to continue to be our largest category of operating expenses.

General and Administrative. General and administrative expenses primarily consist of personnel and facility-related costs for our executive, finance, legal, human resources and administrative personnel. Other expenses are comprised of legal, accounting and other consultant fees and other corporate expenses and allocated overhead. We expect that general and administrative expenses will increase in absolute dollars as we expand our operations.

Financial Income (Expenses), Net

Financial income (expenses), net consists primarily of interest income, foreign exchange gains or losses, amortization of debt issuance costs and interest expense. Interest income represents interest received on our cash, cash equivalents, marketable securities, deposits and amortization of premiums and accretion of discounts related to our investment in available for sale marketable securities. Foreign exchange gains or losses relate to our business activities in foreign countries with different operational reporting currencies. As a result of our business activities in foreign countries, we expect that foreign exchange gains or losses will continue to occur due to fluctuations in exchange rates in the countries where we do business. Amortization of debt issuance costs relate to the 2025 Notes we issued in May 2020. Interest expense consists of the contractual interest expenses associated with the 2025 Notes.

Income Taxes

We operate in several tax jurisdictions and are subject to taxes in each country or jurisdiction in which we conduct business. Earnings from our non-U.S. activities are subject to local country income tax and may be subject to U.S. income tax.

Because of our history of operating losses, we have established a full valuation allowance against potential future benefits for deferred tax assets, including loss carryforwards. Our income tax provision could be significantly impacted by estimates surrounding our uncertain tax positions and changes to our valuation allowance in future periods. We reevaluate the judgments surrounding our estimates and make adjustments as appropriate each reporting period.

In addition, we are subject to the regular examinations of our income tax returns by different tax authorities. For example, we are currently subject to an income and a withholding tax audit in Israel and a state tax audit in the United States. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

Results of Operations

Comparison of the Three Months Ended June 30, 2024 and 2023

The following tables are a summary of our condensed consolidated statements of operations for the three months ended June 30, 2024 and 2023 in dollars and as a percentage of our total revenues.


	Three Months Ended June 30,
	2024		2023
	(unaudited) (in thousands)
Statement of Operations Data:
Revenues:
Term license subscriptions	$	62,729	$	85,437
SaaS	44,785		5,653
Maintenance and services	22,832		24,328
Total revenues	130,346		115,418
Cost of revenues	22,436		17,386
Gross profit	107,910		98,032
Operating expenses:
Research and development	44,933		46,144
Sales and marketing	70,041		70,321
General and administrative	21,762		21,283
Total operating expenses	136,736		137,748
Operating loss	(28,826)		(39,716)
Financial income, net	8,249		8,465
Loss before income taxes	(20,577)		(31,251)
Income taxes	(3,371)		(7,446)
Net loss	$	(23,948)	$	(38,697)


	Three Months Ended June 30,
	2024		2023
	(as a percentage of total revenues)
Statement of Operations Data:
Revenues:
Term license subscriptions	48.1	%	74.0	%
SaaS	34.4		4.9
Maintenance and services	17.5		21.1
Total revenues	100.0		100.0
Cost of revenues	17.2		15.1
Gross profit	82.8		84.9
Operating expenses:
Research and development	34.5		40.0
Sales and marketing	53.7		60.9
General and administrative	16.7		18.4
Total operating expenses	104.9		119.3
Operating loss	(22.1)		(34.4)
Financial income, net	6.3		7.3


Loss before income taxes	(15.8)		(27.1)
Income taxes	(2.6)		(6.4)
Net loss	(18.4)	%	(33.5)	%

Revenues


	Three Months Ended June 30,
	2024		2023		% Change
	(unaudited) (in thousands)
Revenues:
Term license subscriptions	$	62,729	$	85,437	(26.6)	%
SaaS	44,785		5,653		692.2	%
Maintenance and services	22,832		24,328		(6.1)	%
Total revenues	$	130,346	$	115,418	12.9	%


	Three Months Ended June 30,
	2024		2023
	(as a percentage of total revenues)
Revenues:
Term license subscriptions	48.1	%	74.0	%
SaaS	34.4		4.9
Maintenance and services	17.5		21.1
Total revenues	100.0	%	100.0	%

For the three months ended June 30, 2024, our revenues increased 13% compared to the three months ended June 30, 2023 despite the positive trend of increased SaaS sales and existing customer conversions to SaaS which cause headwinds due to accounting treatment differences in revenue recognition. SaaS revenues increased 692% from $5.7 million for the three months ended June 30, 2023 to $44.8 million for the three months ended June 30, 2024 as we progress through our transition to a predominantly SaaS delivery model. The increase in SaaS revenues was driven by new customer acquisitions, existing customers conversions and our high renewal rate. Consequently, there was an expected decrease to term license subscriptions given the aforementioned transition and customer conversions, a trend we expect to continue in the future. ARR was $584.2 million and $497.0 million as of June 30, 2024 and 2023, respectively, representing an increase of 18%. The anticipated decrease in maintenance and services revenues was due to churn and the conversion of existing customers to SaaS despite our renewal rate continuing to be over 90% for each of the three months ended June 30, 2024 and 2023. We continue to expect less associated maintenance and services revenues in the future.

Cost of Revenues and Gross Margin


	Three Months Ended June 30,
	2024		2023		% Change
	(unaudited) (in thousands)
Cost of revenues	$	22,436	$	17,386	29.0	%


	Three Months Ended June 30,
	2024		2023
	(as a percentage of total revenues)
Total gross margin	82.8	%	84.9	%

The increase in cost of revenues was primarily related to a $3.1 million increase in salaries and benefits and stock-based compensation expense due to increased headcount for customer success personnel to assist with the transition to a SaaS delivery model, including our recently introduced MDDR offering, ensure high customer satisfaction and maintain our strong renewal rates. The increase is also due to a $1.9 million increase in third-party hosting costs associated with our transition to a SaaS delivery model.

Operating Expenses


	Three Months Ended June 30,
	2024		2023		% Change
	(unaudited) (in thousands)
Operating expenses:
Research and development	$	44,933	$	46,144	(2.6)	%
Sales and marketing	70,041		70,321		(0.4)	%
General and administrative	21,762		21,283		2.3	%
Total operating expenses	$	136,736	$	137,748	(0.7)	%


	Three Months Ended June 30,
	2024		2023
	(as a percentage of total revenues)
Operating expenses:
Research and development	34.5	%	40.0	%
Sales and marketing	53.7		60.9
General and administrative	16.7		18.4
Total operating expenses	104.9	%	119.3	%

The decrease in research and development expenses was primarily related to a $2.0 million decrease in salaries and benefits and stock-based compensation expense. This is partially offset by a $0.4 million increase in third-party hosting costs associated with our transition to a SaaS delivery model and an increase of $0.2 million in facilities and allocated overhead costs.

The decrease in sales and marketing expenses was primarily related to a $3.5 million decrease in salaries and benefits and stock-based compensation expense and a decrease of $0.3 million in facilities and allocated overhead costs. This is partially offset by an increase of $3.5 million in general sales and marketing expenses, including increased travel, marketing events and third-party hosting costs associated with our transition to a SaaS delivery model.

The increase in general and administrative expenses was primarily related to an increase of $0.3 million in salaries and benefits and stock-based compensation expense primarily due to increased headcount to support the overall growth of our business.

Financial Income, Net


	Three Months Ended June 30,
	2024		2023		% Change
	(unaudited) (in thousands)
Financial income, net	$	8,249	$	8,465	(2.6)	%

The decrease in financial income, net was primarily due to less foreign currency gain, partially offset by higher interest income.

Income Taxes


	Three Months Ended June 30,
	2024		2023		% Change
	(unaudited) (in thousands)
Income taxes	$	(3,371)	$	(7,446)	54.7	%

Income taxes for the three months ended June 30, 2024, including the decrease in income taxes, were comprised of U.S. and foreign income taxes.

Results of Operations

Comparison of the Six Months Ended June 30, 2024 and 2023

The following tables are a summary of our condensed consolidated statements of operations for the six months ended June 30, 2024 and 2023 in dollars and as a percentage of our total revenues.


	Six Months Ended June 30,
	2024		2023
	(unaudited) (in thousands)
Statement of Operations Data:
Revenues:
Term license subscriptions	$	118,709	$	166,343
SaaS	78,770		7,721
Maintenance and services	46,889		48,689
Total revenues	244,368		222,753
Cost of revenues	43,785		35,023
Gross profit	200,583		187,730
Operating expenses:
Research and development	92,760		90,876
Sales and marketing	141,268		138,714
General and administrative	43,014		40,972
Total operating expenses	277,042		270,562
Operating loss	(76,459)		(82,832)
Financial income, net	16,794		16,238
Loss before income taxes	(59,665)		(66,594)


Income taxes	(4,773)		(10,407)
Net loss	$	(64,438)	$	(77,001)


	Six Months Ended June 30,
	2024		2023
	(as a percentage of total revenues)
Statement of Operations Data:
Revenues:
Term license subscriptions	48.6	%	74.7	%
SaaS	32.2		3.4
Maintenance and services	19.2		21.9
Total revenues	100.0		100.0
Cost of revenues	17.9		15.7
Gross profit	82.1		84.3
Operating expenses:
Research and development	38.0		40.8
Sales and marketing	57.8		62.3
General and administrative	17.6		18.4
Total operating expenses	113.4		121.5
Operating loss	(31.3)		(37.2)
Financial income, net	6.9		7.3
Loss before income taxes	(24.4)		(29.9)
Income taxes	(2.0)		(4.7)
Net loss	(26.4)	%	(34.6)	%

Revenues


	Six Months Ended June 30,
	2024		2023		% Change
	(unaudited) (in thousands)
Revenues:
Term license subscriptions	$	118,709	$	166,343	(28.6)	%
SaaS	78,770		7,721		920.2	%
Maintenance and services	46,889		48,689		(3.7)	%
Total revenues	$	244,368	$	222,753	9.7	%


	Six Months Ended June 30,
	2024		2023
	(as a percentage of total revenues)
Revenues:
Term license subscriptions	48.6	%	74.7	%
SaaS	32.2	%	3.4	%
Maintenance and services	19.2	%	21.9	%
Total revenues	100.0	%	100.0	%

For the six months ended June 30, 2024, our revenues increased 10% compared to the six months ended June 30, 2023 despite the positive trend of increased SaaS sales and existing customer conversions to SaaS which cause headwinds due to accounting treatment differences in revenue recognition. SaaS revenues increased 920% from $7.7 million for the six months ended June 30, 2023 to $78.8 million for the six months ended June 30, 2024 as we progress through our transition to a predominantly SaaS delivery model. The increase in SaaS revenues was driven by new customer acquisitions, existing customers conversions and our high renewal rate. Consequently, there was an expected decrease to term license subscriptions given the aforementioned transition and customer conversions, a trend we expect to continue in the future. ARR was $584.2 million and $497.0 million as of June 30, 2024 and 2023, respectively, representing an increase of 18%. The anticipated decrease in maintenance and services revenues was due to churn and the conversion of existing customers to SaaS despite our renewal rate continuing to be over 90% for each of the six months ended June 30, 2024 and 2023. We continue to expect less associated maintenance and services revenues in the future.

Cost of Revenues and Gross Margin


	Six Months Ended June 30,
	2024		2023		% Change
	(unaudited) (in thousands)
Cost of revenues	$	43,785	$	35,023	25.0	%


	Six Months Ended June 30,
	2024		2023
	(as a percentage of total revenues)
Total gross margin	82.1	%	84.3	%

The increase in cost of revenues was primarily related to an increase of $4.9 million in salaries and benefits and stock-based compensation expense due to increased headcount for customer success personnel to assist with the transition to a SaaS delivery model, including our recently introduced MDDR offering, ensure high customer satisfaction and maintain our strong renewal rates. The increase is also due to a $3.5 million increase in third-party hosting costs associated with our transition to a SaaS delivery model.

Operating Expenses


	Six Months Ended June 30,
	2024		2023		% Change
	(unaudited) (in thousands)
Operating expenses:
Research and development	$	92,760	$	90,876	2.1	%
Sales and marketing	141,268		138,714		1.8	%
General and administrative	43,014		40,972		5.0	%
Total operating expenses	$	277,042	$	270,562	2.4	%


	Six Months Ended June 30,
	2024		2023
	(as a percentage of total revenues)
Operating expenses:
Research and development	38.0	%	40.8	%
Sales and marketing	57.8	%	62.3	%
General and administrative	17.6	%	18.4	%
Total operating expenses	113.4	%	121.5	%

The increase in research and development expenses was primarily related to a $0.8 million increase in third-party hosting costs associated with our transition to a SaaS delivery model and an increase of $0.8 million in facilities and allocated overhead costs.

The increase in sales and marketing expenses was primarily related to an increase of $5.8 million in general sales and marketing expenses, including increased travel, marketing events and third-party hosting costs associated with our transition to a SaaS delivery model. This was partially offset by a decrease of $2.4 million in salaries and benefits and stock-based compensation expense and a $0.8 million decrease in facilities and allocated overhead costs.

The increase in general and administrative expenses was primarily related to an increase of $1.9 million in salaries and benefits and stock-based compensation expense primarily due to increased headcount to support the overall growth of our business.

Financial Income, Net


	Six Months Ended June 30,
	2024		2023		% Change
	(unaudited) (in thousands)
Financial income, net	$	16,794	$	16,238	3.4	%

The increase in financial income, net was primarily due to higher interest income, partially offset by less foreign currency gains.

Income Taxes


	Six Months Ended June 30,
	2024		2023		% Change
	(unaudited) (in thousands)
Income taxes	$	(4,773)	$	(10,407)	54.1	%

Income taxes for the six months ended June 30, 2024, including the decrease in income taxes, were comprised of U.S. and foreign income taxes.

Liquidity and Capital Resources

The following table shows our cash flows from operating activities, investing activities and financing activities for the stated periods:


	Six Months Ended June 30,
	2024		2023
	(unaudited) (in thousands)
Net cash provided by operating activities	$	68,447	$	42,636
Net cash provided by (used in) investing activities	(116,968)		9,909
Net cash used in financing activities	(26,816)		(21,149)
Increase (decrease) in cash and cash equivalents	$	(75,337)	$	31,396

On June 30, 2024, our cash and cash equivalents, short-term marketable securities and short-term deposits of $627.3 million were held for working capital purposes. We believe that our existing cash and cash equivalents, short-term marketable securities, short-term deposits and cash flow from operations will be sufficient to fund our operations and capital expenditures for at least the next 12 months. Our future capital requirements will depend on many factors, including our rate of revenue growth, timing of renewals and renewal rates, the expansion of our sales and marketing activities, the timing and extent of spending to support product development efforts and expansion into new geographic locations, the timing of introductions of new software products and enhancements to existing software products, the continuing market acceptance of our software offerings and our use of cash to pay for acquisitions or share repurchases, if any.

Operating Activities

Our operating activities are driven by sales of our products less costs and expenses, primarily payroll and related expenses, and adjusted for certain non-cash items, mainly depreciation and amortization, stock-based compensation, amortization of deferred commissions, non-cash operating lease costs, amortization of debt issuance costs and amortization of premium and accretion of discount on marketable securities, and changes in operating assets and liabilities. Changes in operating assets and liabilities are driven mainly by collection of accounts receivable from the sales of our software products and deferred revenue, which primarily consists of billed fees for our subscriptions, prior to satisfying the criteria for revenue recognition, which are subsequently recognized as revenue in accordance with our revenue recognition policy.

For the six months ended June 30, 2024, cash inflows from our operating activities were $68.4 million. We have observed two seasonal patterns that impact our net cash provided by operating activities. First, a majority of our sales are made during the last three weeks of the quarter. Second, the highest dollar amount of sales of our products and services occurs in the fourth quarter. Consequently, we end the fourth quarter with our highest accounts receivable balance of any quarter which in turn generates the greatest amount of collections in the following quarter. In addition, there is negative sequential sales in the first quarter, which results in a relatively lower amount collected during the second quarter. These seasonal trends also impact our operating loss because the majority of our expenses are relatively fixed in the short-term. For the six months ended June 30, 2024, cash inflows were $15.9 million from our net loss excluding non-cash charges. Additional sources of cash inflows were from changes in our working capital, including a $46.7 million decrease in accounts receivable. Our days’ sales outstanding (“DSO”) for the three and six months ended June 30, 2024 were 72 and 75, respectively. Other sources of cash inflows were from a $27.0 million increase in deferred revenues, a $1.9 million increase in trade payables and a $0.1 million increase in other long-term liabilities. This was partially offset by a $18.7 million increase in prepaid expenses and other current assets (including deferred commissions), a $4.4 million decrease in accrued expenses and other liabilities and a $0.1 million increase in other long-term assets.

For the six months ended June 30, 2023, cash inflows from our operating activities were $42.6 million. For the six months ended June 30, 2023, cash inflows were $19.3 million from our net loss excluding non-cash charges. Additional sources of cash inflows were from changes in our working capital, including a $32.3 million decrease in accounts receivable. Our DSO for the three and six months ended June 30, 2023 was 69 and 67, respectively. Other sources of cash inflows were from a $19.3 million increase in deferred revenues and a $2.7 million increase in other long-term liabilities. This was partially offset by a $22.5 million increase in prepaid expenses and other current assets (including deferred commissions), a $5.8 million decrease in accrued expenses and other liabilities, a $2.3 million decrease in trade payables and a $0.4 million increase in other long-term assets.

Investing Activities

Our investing activities consist primarily of capital expenditures to purchase property and equipment, including leasehold improvements, purchase and sale of deposits and changes in our marketable securities. In the future, we expect to continue to incur capital expenditures to support our expanding operations.

During the six months ended June 30, 2024, net cash used in investing activities of $117.0 million was primarily attributable to net investments of $121.0 million in marketable securities and $1.1 million in capital expenditures to support our growth during the period including hardware, software, office equipment and leasehold improvements. This was partially offset by net proceeds of $5.1 million in deposits.

During the six months ended June 30, 2023, net cash provided by investing activities of $9.9 million was primarily attributable to net proceeds of $51.4 million in deposits. This was partially offset by net investments of $38.8 million in marketable securities and $2.6 million in capital expenditures to support our growth during the period including hardware, software, office equipment and leasehold improvements.

Financing Activities

For the six months ended June 30, 2024, net cash used in financing activities of $26.8 million was attributable to $36.6 million in taxes paid related to net share settlement of equity awards, partially offset by $9.8 million of proceeds from employee stock plans.

For the six months ended June 30, 2023, net cash used in financing activities of $21.1 million was attributable to $19.4 million in taxes paid related to net share settlement of equity awards and $7.6 million of repurchases of common stock, partially offset by $5.9 million of proceeds from employee stock plans.

Convertible Notes

On May 11, 2020, we issued $253.0 million aggregate principal amount of the 2025 Notes. The net proceeds from the offering, after deducting initial purchaser discount and issuance costs, were approximately $245.2 million. In connection with the issuance of the 2025 Notes, we entered into the Capped Call Transactions. We used $29.3 million of the net proceeds from the 2025 Notes to purchase the Capped Call Transactions, as further discussed in Note 5 of our condensed consolidated financial statements.

Contractual Payment Obligations

Our principal commitments primarily consist of obligations under leases for office space and motor vehicles. Aggregate minimum rental commitments under non-cancelable leases as of June 30, 2024 for the upcoming years were as follows:


	Payments Due by Period
	2024		2025		2026		2027		2028		Thereafter		Total
	(in thousands)
Operating lease obligations	$	5,925	$	12,135	$	10,187	$	10,076	$	10,023	$	13,983	$	62,329

We have obligations related to unrecognized tax benefit liabilities totaling $25.7 million and others related to severance pay, which have been excluded from the table above as we do not believe it is practicable to make reliable estimates of the periods in which payments for these obligations will be made. We also have a contractual minimum purchase commitment with a service provider through August 31, 2025 totaling $3.1 million and an additional $49.5 million contractual minimum purchase commitment with another service provider through December 31, 2026 with no specified annual commitments. We expect to fund these obligations with cash flows from operations and cash on our balance sheet.

Off-Balance Sheet Arrangements

As of June 30, 2024, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States. The preparation of condensed consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that our accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. Critical accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of the matters that are inherently uncertain.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses on an interim and annual basis. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for the fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. We are currently evaluating the effect of adopting the ASU on our disclosures.


Item 3.			Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates. We do not hold financial instruments for trading or speculative purposes.

Market Risk

We are exposed to certain financial risks, including fluctuations in foreign currency exchange rates and interest rates. We manage our exposure to these market risks through internally established policies and procedures. Our policies do not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying exposures. We do not use financial instruments for trading or speculative purposes, and we are not a party to any leveraged derivatives. We monitor our underlying market risk exposures on an ongoing basis and, where appropriate, may use hedging strategies to mitigate these risks.

Foreign Currency Exchange Risk

Approximately one quarter of our revenues for the three months ended June 30, 2024 were earned in non-U.S. dollar denominated currencies, mainly in the Euro and Pound Sterling. Our expenses are generally denominated in the currencies in which our operations are located, primarily the U.S. dollar and NIS, and to a lesser extent the Euro, Pound Sterling, Canadian dollar, Australian dollar and Singapore dollar. Our expenses denominated in foreign currencies consist primarily of personnel and overhead costs from our international operations. Our condensed consolidated results of operations and cash flow are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. We enter into financial hedging strategies to reduce our exposure to foreign currency rate changes. During 2024, the effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business, after considering foreign currency hedges, would not have had a material impact on our condensed consolidated financial statements.

For purposes of our condensed consolidated financial statements, local currency assets and liabilities are translated at the rate of exchange to the U.S. dollar on the balance sheet date and local currency revenues and expenses are translated at the exchange rate at the date of the transaction or the average exchange rate during the reporting period.

We use derivative financial instruments, specifically foreign currency forward contracts, to manage exposure to foreign currency risks, by hedging a portion of our forecasted revenues and expenses. A majority of our revenues and operating expenditures are transacted in U.S. dollars; however, certain revenues and operating expenditures are incurred in or exposed to other currencies, specifically, Euro and Pound Sterling for revenues and the New Israeli Shekel, Euro and Pound Sterling for operating expenses. The effect of exchange rate changes on foreign currency forward contracts is expected to offset the effect of exchange rate changes on the underlying hedged item. We have also entered into forward contracts to hedge a portion of our monetary items in the balance sheet, such as trade receivables and payables, denominated in Pound Sterling and Euro for short-term periods to protect the fair value of the monetary assets and liabilities from foreign exchange rate fluctuations. The effect of exchange rate changes on foreign currency forward contracts is expected to offset the effect of exchange rate changes in the underlying hedged item which impacts financial income, net. We do not use derivative financial instruments for trading or speculative purposes.

Interest Rate Risk

We had cash and cash equivalents, short-term marketable securities and short-term deposits of $627.3 million as of June 30, 2024. We hold our cash and cash equivalents, short-term marketable securities and short-term deposits for working capital purposes. Due to the short-term nature of these instruments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce our future interest income. The effect of a hypothetical 100 basis point increase in interest rates would not have a material impact on our condensed consolidated financial statements.

In May 2020, we issued $253.0 million aggregate principal amount of 1.25% convertible senior notes due in 2025. The 2025 Notes have fixed annual interest rates at 1.25% and, therefore, we do not have economic interest rate exposure on our 2025 Notes. However, the values of the 2025 Notes are exposed to interest rate risk. Generally, the fair market value of our fixed interest rate 2025 Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair values of the 2025 Notes are affected by our stock price. The fair value of the 2025 Notes will generally increase as our common stock

price increases and will generally decrease as our common stock price declines in value. Additionally, we carry the 2025 Notes at face value less unamortized costs on our balance sheet, and we present the fair value for required disclosure purposes only.

To the extent we enter into other long-term debt arrangements in the future, we would be subject to fluctuations in interest rates which could have a material impact on our future financial condition and results of operation.


Item 4.			Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the three months ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We regularly seek to identify, develop and implement improvements to our technology systems and business processes, some of which may affect our internal control over financial reporting. These changes may include such activities as implementing new, more efficient systems, updating existing systems or platforms, automating manual processes or utilizing technology developed by third parties. These system changes are often phased in over multiple periods in order to limit the implementation risk in any one period, and as each change is implemented, we monitor its effectiveness as part of its internal control over financial reporting.


PART II.			OTHER INFORMATION


Item 1.			Legal Proceedings

We are not currently a party to any material litigation.


Item 1A.			Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks and all other information contained herein, including our condensed consolidated financial statements and the related notes thereto, before investing in our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be materially harmed. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.

Summary Risk Factors

Our business faces significant risks. In addition to the summary below, you should carefully review the Risk Factors in this Quarterly Report on Form 10-Q. We may be subject to additional risks and uncertainties not presently known to us or that we currently deem immaterial. Our business, financial condition and results of operations could be materially adversely affected by

any of these risks, and the trading price of our common stock could decline by virtue of these risks. These risks should be read in conjunction with the other information in this report. The following is a summary of the principal risks of our business:

•the fact that the market for software that analyzes, secures, governs, manages and migrates enterprise data may not continue to grow or grow at the same pace;

•prolonged economic uncertainties or downturns;

•currency exchange rate fluctuations;

•increased competition;

•security breaches, cyberattacks or other cyber-risks and failure to comply with legal requirements, contractual obligations and industry standards regarding security, data protection and privacy;

•fluctuation in our quarterly results of operations due to variability in our revenues;

•our expansion into cloud-delivered services;

•risks inherent in our international operations, including military conflicts that could impact operations, the effect of export and import controls and the risk of a violation or alleged violation of applicable anti-corruption or anti-bribery laws;

•our ability to predict renewal rates and manage growth effectively;

•our limited operating history at our current scale, which makes it difficult to evaluate and predict our future prospects;

•our history of losses;

•our ability to maintain strong relationships with our channel partners, including distributors and resellers, to whom we sell substantially all of our products and services;

•collection and credit risks;

•our ability to maintain or enhance our brand recognition or reputation;

•our ability to retain, attract and recruit highly qualified personnel;

•our dependency on the continued services and performance of our co-founder, Chief Executive Officer and President;

•our ability to continually enhance and improve our technology;

•the fact that, if we experience interruptions or performance problems with our products, or if our software is not perceived as being secure, customers may reduce the use of or stop using our products;

•our ability to protect our proprietary technology and intellectual property rights;

•the fact that our tax rate may vary significantly depending on our stock price;

•our ability to fully utilize our net operating loss carryforwards;

•our indebtedness; and

•stock price volatility.

Risks Related to the Industry in which we Operate

The market for software that analyzes, secures, governs, manages and migrates enterprise data may not continue to grow or grow at the same pace.

We believe our future success depends in large part on the continued growth of the market for software that enables enterprises to analyze, secure, govern, manage and migrate their data. In order for us to market and sell our products, we must successfully demonstrate to enterprise IT, security and business personnel the risk of their valuable data getting compromised or stolen. Despite a number of high-profile cyberattacks around the world, we must still persuade customers to devote a portion of their budgets to a unified platform that we offer to analyze, secure, govern, manage and extract value from this resource. Enterprises may not recognize the need for our products or, if they do, may not decide that they need a solution that offers the range of functionalities that we offer. The market for our solution may not continue to grow at its current rate or at all and the failure of the market to continue to develop would materially adversely impact our results of operations.

Prolonged economic uncertainties or downturns could materially adversely affect our business.

Our business depends on our current and prospective customers’ ability and willingness to invest in IT services, including cybersecurity projects, which in turn is dependent upon their overall economic health. Negative conditions in the general economy both in the United States and abroad, including inflationary pressure, currency fluctuations and a higher interest rate environment, changes in gross domestic product growth, instability in connection with political elections in the United States and abroad, potential future government shutdowns, the federal government’s failure to raise the debt ceiling, financial and credit market fluctuations, the imposition of trade barriers and restrictions such as tariffs, political deadlock, restrictions on travel, natural catastrophes, warfare and terrorist attacks, could cause a decrease in business investments, including corporate spending on enterprise software in general and negatively affect the rate of growth of our business. For example, our operations, and the operations of our customers and partners, were affected by geopolitical turmoil and sanctions caused by the war

between Russia and Ukraine, and the COVID-19 pandemic and efforts to control its spread, including by mandatory business closures and capacity limitations imposed by the jurisdictions in which we operate. Similar events and restrictions in the future could negatively affect our business.

Uncertainty in the global economy makes it extremely difficult for our customers and us to forecast and plan future business activities accurately. This could cause our customers to reevaluate decisions to purchase our product or to delay their purchasing decisions, which could lengthen our sales cycles and negatively impact our results. For example, in the beginning of 2022, in connection with the war between Russia and Ukraine and related sanctions, we made the decision to exit our Russia business. As 2022 progressed and throughout 2023, the European economy experienced increased economic turmoil that caused the devaluation of local European currencies (specifically, the Euro and the Pound Sterling), inflationary pressures and general economic uncertainty. As a result, there has been, and may in the future be, some budgetary tightening and longer sales cycles in the region which may negatively impact our results of operations. The United States also experienced a higher inflationary environment, which may put pressure on discretionary spending by our customers, and we may in the future see further lengthening of our sales cycle in the region which could negatively impact our results.

A downturn in any of our leading industries, or a reduction in any revenue-generating vertical, may cause enterprises to react to worsening conditions by reducing their spending on IT. Customers may delay or cancel IT projects, choose to focus on in-house development efforts or seek to lower their costs by renegotiating maintenance and support agreements. To the extent purchases of our software are perceived by customers and potential customers to be discretionary, our revenues may be disproportionately affected by delays or reductions in general IT spending. In addition, consolidation in certain industries may result in reduced spending on our software. If the economic conditions of the general economy or industries in which we operate worsen from present levels, our business, results of operations and financial condition could be adversely affected.

Overall economic uncertainty may in the future give rise to a number of risks, including, but not limited to, the following:

• reduced economic activity could lead to a prolonged recession, which could negatively impact spending by our customers or the ability of customers to pay for our services;

• not meeting expectations with respect to certain key performance metrics, such as renewal rates and annual recurring revenues;

• our ability to enter into new markets and to acquire new customers;

• an increase in bad debt reserves as customers face economic hardship and collectability becomes more uncertain, including the risk of bankruptcies;

• variability with forward-looking guidance and financial results, including management’s accounting estimates and assumptions; and

• our ability to raise capital.

The challenges posed by and the full impact of negative conditions in the general economy on our business and our future performance are difficult to predict and there is a risk that any guidance we provide to the market may turn out to be incorrect.

We may face increased competition in our market.

While there are some companies which offer certain features similar to those embedded in our solutions, as well as others with whom we compete in certain tactical use cases, we believe that we do not currently compete with a company that offers the same breadth of functionalities on the number of platforms and applications that we cover. Nevertheless, we do compete against a select group of software vendors that provide standalone solutions, similar to those found in our comprehensive software suite, in the specific markets in which we operate. We also face direct competition with respect to certain use cases, specifically data migration, data subject access requests and Active Directory security. As we continue to augment our functionality with insider threat detection and user behavior analytics and as we expand our classification capabilities to better serve compliance needs, such as General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act ("CCPA") and other data privacy laws, we may face increased perceived and real competition from other security and classification technologies. As we expand our coverage and penetration in the cloud, we may face increased perceived and real competition from other cloud-focused technologies. In the future, as customer requirements evolve and new technologies are introduced, we may experience increased competition if established or emerging companies develop solutions that address the enterprise data market. Furthermore, because we operate in an evolving area, we anticipate that competition will increase based on customer demand for these types of products.

In particular, if a more established company were to target our market, we may face significant competition. They may have competitive advantages, such as greater name recognition, larger sales, marketing, research and acquisition resources, access to

larger customer bases and channel partners, a longer operating history and lower labor and development costs, which may enable them to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products than we do. Increased competition could result in us failing to attract customers or maintain licenses at the same rate. It could also lead to price cuts, alternative pricing structures or the introduction of products available for free or a nominal price, reduced gross margins, longer sales cycles, lower renewal rates and loss of market share.

In addition, our current or prospective channel partners may establish cooperative relationships with future competitors. These relationships may allow future competitors to rapidly gain significant market share. These developments could also limit our ability to obtain revenues from existing and new customers.

Our ability to compete successfully in our market will also depend on a number of factors, including ease and speed of product deployment and use, the quality and reliability of our customer service and support, total cost of ownership, return on investment and brand recognition. Any failure by us to successfully address current or future competition in any one of these or other areas may reduce the demand for our products and adversely affect our business, results of operations and financial condition.

We are subject to a number of legal requirements, contractual obligations and industry standards regarding security, data protection and privacy, and any failure to comply with these requirements, obligations or standards could have an adverse effect on our reputation, business, financial condition and operating results.

Privacy and data information security have become a significant issue in the United States and in many other countries where we have employees and operations and where we offer licenses to our products. The regulatory framework for privacy and personal information security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. The U.S. federal and various state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations limiting, or laws and regulations regarding, the collection, distribution, use, disclosure, storage and security of personal information. For example, the CCPA, which went into effect on January 1, 2020, requires, among other things, covered companies to provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information. Consumer rights and obligations under the CCPA were expanded by the California Privacy Rights Act (CPRA) on November 3, 2020. The CPRA took effect on January 1, 2023, along with the Virginia Consumer Data Protection Act; the Colorado Privacy Act and Connecticut Act Concerning Personal Data Privacy and Online Monitoring took effect on July 1, 2023, and the Utah Consumer Privacy Act took effect on December 31, 2023. These laws impose similar obligations on businesses with regard to the use, disclosure and security of personal information, and grant additional rights in that personal information to consumers.

Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify or locate an individual, such as names, email addresses and, in some jurisdictions, Internet Protocol addresses. These laws and regulations often are more restrictive than those in the United States and are rapidly evolving. For example, the European Union’s (“EU”) data protection regime, the GDPR, became enforceable on May 25, 2018. Additionally, the United Kingdom has enacted legislation that substantially implements the GDPR, but the United Kingdom’s exit from the EU (which formally occurred on January 31, 2020), commonly referred to as “Brexit,” has created uncertainty with regard to the regulation of data protection in the United Kingdom. In particular, the United Kingdom’s government has announced that it is considering revising some aspects of its domestic data protection regime to move further away from the EU approach, and it is unclear how the two regimes will interact after that. In addition, the United Kingdom has issued its own UK-specific International Data Transfer Agreement, together with a UK Addendum to the EU Standard Contractual Clauses, which create further divergence from the EU approach. Depending on how these measures are implemented, and how they are enforced, they may result in substantively different compliance obligations with respect to transfers of personal data out of the United Kingdom and the EU, respectively. Complying with the GDPR or other laws, regulations or other obligations relating to privacy, data protection or information security may cause us to incur substantial operational costs or require us to modify our data handling practices. Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability, and may otherwise adversely impact our business, financial condition and operating results.

Some statutory requirements, both in the United States and abroad, include obligations of companies to notify individuals of security breaches involving particular personal information, which could result from breaches experienced by us or our service providers. Even though we may have contractual protections with our service providers, a security breach could impact our

reputation, harm our customer confidence, hurt our sales or cause us to lose existing customers and could expose us to potential liability or require us to expend significant resources on data security and in responding to such breach.

In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. We also expect that there will continue to be new proposed laws and regulations concerning privacy, data protection and information security, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. New laws, amendments to or re-interpretations of existing laws and regulations, industry standards, contractual obligations and other obligations may require us to incur additional costs and restrict our business operations. Because the interpretation and application of laws and other obligations relating to privacy and data protection are still uncertain, it is possible that these laws and other obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our software. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which could have an adverse effect on our business. We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to develop new features could be limited. Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and policies could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our customers may increase the costs associated with, limit the use and adoption of, and reduce the overall demand for, our products. Privacy and personal information security concerns, whether valid or not valid, may inhibit market adoption of our products particularly in certain industries and foreign countries.

Risks Related to Our Operations

Security breaches, cyberattacks or other cyber-risks of our IT and production systems could expose us to significant liability and cause our business and reputation to suffer and harm our competitive position.

Our corporate infrastructure stores and processes our sensitive, proprietary and other confidential information (including as related to financial, technology, employees, marketing, sales, etc.) which is used on a daily basis in our operations. In addition, our software involves transmission and processing of our customers’ confidential, proprietary and sensitive information. We have legal and contractual obligations to protect the confidentiality and appropriate use of customer data. As a leader in the cyber industry, we may be an attractive target for cyber attackers or other data thieves.

High-profile cyberattacks and security breaches have increased in recent years, with the potential for such acts heightened as a result of the number of employees working remotely due to many companies adopting a hybrid working model. Security industry experts and government officials have warned about the risks of hackers and cyberattacks targeting IT products and enterprise infrastructure. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and often are not recognized until launched against a specific target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As we continue to increase our client base and expand our brand, we may become more of a target for third parties seeking to compromise our security systems and we anticipate that hacking attempts and cyberattacks will increase in the future. We may not always be successful in preventing or repelling unauthorized access to our systems. We also may face delays in our ability to identify or otherwise respond to any cybersecurity incident or any other breach. Additionally, we use third-party service providers to provide some services to us that involve the cloud hosting, storage or transmission of data, such as SaaS, cloud computing, and internet infrastructure and bandwidth, and they face various cybersecurity threats and also may suffer cybersecurity incidents or other security breaches. Despite our security measures, our IT and infrastructure may be vulnerable to attacks. Threats to IT security can take a variety of forms. Individual and groups of hackers and sophisticated organizations, including state-sponsored organizations or nation-states, continuously undertake attacks that pose threats to our customers and our IT. These actors may use a wide variety of methods, which may include developing and deploying malicious software or exploiting vulnerabilities in hardware, software, or other infrastructure in order to attack our products and services or gain access to our networks, using social engineering techniques to induce our employees, users, partners, or customers to disclose passwords or other sensitive information or take other actions to gain access to our data or our users’ or customers’ data, or acting in a coordinated manner to launch distributed denial of service or other coordinated attacks. Inadequate account security practices may also result in unauthorized access to confidential and/or sensitive data or loss of SaaS platform availability.

Security risks, including, but not limited to, unauthorized use or disclosure of customer data, loss of availability of our SaaS platform offering, cyberattack on our cloud providers, theft of proprietary information, theft of intellectual property, theft of

internal employee’s PII/PHI information, theft of financial data and financial reports, loss or corruption of customer data and computer hacking attacks or other cyberattacks, could require us to expend significant capital and other resources to alleviate the problem and to improve technologies, may impair our ability to provide services to our customers and protect the privacy of their data, may result in product development delays, may compromise confidential or technical business information, may harm our competitive position, may result in theft or misuse of our intellectual property or other assets and could expose us to substantial litigation expenses and damages, indemnity and other contractual obligations, government fines and penalties, mitigation expenses, costs for remediation and incentives offered to affected parties, including customers, other business partners and employees, in an effort to maintain business relationships after a breach or other incident, and other liabilities. We are continuously working to improve our IT systems, together with creating security boundaries around our critical and sensitive assets. We provide advanced security awareness training to our employees and contractors that focuses on various aspects of the cybersecurity world. All of these steps are taken in order to mitigate the risk of attack and to ensure our readiness to responsibly handle any security violation or attack. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures and our products could be harmed, we could lose potential sales and existing customers, our ability to operate our business could be impaired, we may incur significant liabilities, we could suffer harm to our reputation and competitive position, and our operating results could be negatively impacted.

Our quarterly results of operations have fluctuated and may fluctuate significantly due to variability in our revenues which could adversely impact our stock price.

Our revenues and other results of operations have fluctuated from quarter to quarter in the past and could continue to fluctuate in the future. Historically, the fluctuation was partially due to the front-loaded revenue recognition nature of our business. Additionally, the Company is currently transitioning to a predominantly SaaS delivery model that recognizes revenue ratably and we do not front-load revenue with respect to those purchases. As a result, we may present reduced revenues as compared to prior periods, and comparing our revenues and results of operations on a period-to-period basis may not be meaningful, and should not be relied on for any particular period. Our revenues depend in part on the conversion of enterprises that have undergone risk assessments into paying customers; however, these risk assessments may not be converted at the same historical rates. At the same time, the majority of our sales are typically made during the last three weeks of every quarter. We may fail to meet market expectations for that quarter if we are unable to close the number of transactions that we expect during this short period and closings are deferred to a subsequent quarter or not closed at all. In addition, our sales cycle from initial contact to delivery of and payment for the software license generally becomes longer and less predictable with respect to large transactions and often involves multiple meetings or consultations at a substantial cost and time commitment to us. The closing of a large transaction in a particular quarter may raise our revenues in that quarter and thereby make it more difficult for us to meet market expectations in subsequent quarters and our failure to close a large transaction in a particular quarter or any renewals may adversely impact our revenues in that quarter. Moreover, we base our current and future expense levels on our revenue forecasts and operating plans, and our expenses are relatively fixed in the short-term. Accordingly, we would likely not be able to reduce our costs sufficiently to compensate for an unexpected shortfall in revenues and even a relatively small decrease in revenues could disproportionately and adversely affect our financial results for that quarter.

The variability and unpredictability of these and other factors, many of which are outside of our control, could result in our failing to meet or exceed financial expectations for a given period and may cause the price of our common stock to decline substantially.

If the transition to a SaaS delivery model fails to yield the benefits that we expect, our results of operations could be negatively impacted.

We successfully completed our transition to a subscription-based business model and are currently transitioning our business to a predominately SaaS delivery model. It is uncertain whether this transition will prove successful. Market acceptance of our products is dependent on our ability to include functionality and usability that address certain customer requirements. Additionally, we must optimally price our products in light of marketplace conditions, our costs and customer demand. This transition may have negative revenue and earnings implications, including on our quarterly results of operations.

This SaaS strategy may give rise to a number of risks, including the following:

•our revenues and operating margins may fluctuate more than anticipated over the short-term as a result of this strategy;

•if new or current customers desire only self-hosted licenses our SaaS sales may lag behind our expectations;

•the shift to a SaaS strategy may raise concerns among our customer base, including concerns regarding changes to pricing over time and access to data once a subscription has expired;

•we may be unsuccessful in maintaining or implementing our target pricing or new pricing models, product adoption and projected renewal rates, or we may select a target price or new pricing model that is not optimal and could negatively affect our sales or earnings;

•our shift to a SaaS business model may result in confusion among new or existing customers (which can slow adoption rates), resellers and investors;

•if our customers do not renew their subscriptions or do not renew them on a timely basis, our revenues may decline and our business may suffer;

•we may incur hosting costs at a higher than forecasted rate or our SaaS platform can operate less efficiently than anticipated;

•we may incur sales compensation costs at a higher than forecasted rate if the pace of our subscription transition is faster than anticipated; and

•our sales force may struggle with the transition which may lead to increased turnover rates and lower headcount.

The expansion of cloud-delivered services introduces a number of risks and uncertainties, which could adversely affect our business, results of operations and financial condition.

The launch of our cloud offerings that allow customers to use hosted software required, and any future expansion of our cloud-delivered services may require, a considerable investment in resources, including technical, financial, legal, sales, information technology and operation systems. Additionally, market acceptance of such offerings is affected by a variety of factors, including but not limited to: security, reliability, scalability, customization, performance, current license terms, customer preference, customer concerns with entrusting a third-party to store and manage their data, public concerns regarding privacy and the enactment of restrictive laws or regulations. It is possible that demand for our cloud offerings may not continue to be as strong as it has been to date. Moreover, expansion of our cloud offerings may cause a decline in revenue of our existing products and services that is not offset by revenue from the new products or services. For example, customers may delay making purchases of products and services to permit them to make a more thorough evaluation of these new products and services or until industry and marketplace reviews become widely available. In addition, our transition to a SaaS delivery model, and the additional demands involved in selling multiple products as well as new product offerings, has increased the complexity and to some extent imposed new challenges in finding, hiring and retaining qualified sales force members. We may be unable to realize the benefits of our investments or the resources we have committed to expanding our cloud-delivered services.

An increasing number of jurisdictions are imposing data localization laws, which require personal information, or certain subcategories of personal information, to be stored in the jurisdiction of origin. These regulations may deter customers from using cloud-based services, and may inhibit our ability to expand into certain markets or prohibit us from continuing to offer services in those markets without significant additional costs.

Our hosted offerings rely upon third-party providers to supply data center space, equipment maintenance and other colocation services and rely upon the ability of those providers to maintain continuous service availability and protect customer data on their services. Customers of our cloud-based offerings need to be able to access our platform at any time, without interruption or degradation of performance, and we provide them with service level commitments with respect to uptime. Third-party cloud providers run their own platforms that we access, and we are, therefore, vulnerable to their service interruptions. Although we have entered into various agreements for the lease of data center space, equipment maintenance and other services, third parties could fail to live up to their contractual obligations. The failure of a third-party provider to prevent service disruptions, data losses or security breaches may require us to issue credits or refunds or indemnify or otherwise be liable to customers or third parties for damages that may occur, and contractual provisions with our third-party providers and public cloud partners may limit our recourse against the third-party provider or public cloud partner responsible for such failure. Additionally, if these third-party providers fail to deliver on their obligations, our reputation could be damaged, our customers could lose confidence in us, and our ability to maintain and expand our hosted offerings would be impaired. Lastly, our cloud product offering and pricing is new and hosting and other costs may be more expensive to us than anticipated.

We may not be able to predict renewal rates and their impact on our future revenues and operating results.

Although our subscription solutions are designed to increase the number of customers that purchase our solutions and the number of products purchased by existing and new customers to create a recurring revenue stream that increases and is more predictable over time, our customers are not required to renew their subscriptions for our solutions and they may elect not to renew when, or as we expect, or they may elect to reduce the scope of their original purchases or delay their purchase. We cannot accurately predict renewal rates given our varied customer base of enterprise and small and medium size business customers and the number of multiyear subscription contracts. Customer renewal rates may decline or fluctuate due to a number

of factors, including offering pricing, competitive offerings, customer satisfaction and reductions in customer spending levels or customer activity due to economic downturns, the adverse impact of import tariffs, inflation or other market uncertainty. If our customers do not renew their subscriptions when or as we expect, or if they choose to renew for fewer subscriptions (in quantity or products) or renew for shorter contract lengths or if they renew on less favorable terms, our revenues and earnings may decline, and our business may suffer.

We have been growing and expect to continue to invest in our growth for the foreseeable future. If we fail to manage this growth effectively, our business and results of operations will be adversely affected.

We intend to continue to grow our business and plan to continue to hire new sales employees either for expansion or replacement of existing sales personnel. If we cannot adequately and timely hire new employees and if we fail to adequately train these new employees, including our sales force, engineers and customer support staff, our sales may not grow at the rates we project and/or our sales productivity might suffer, our customers might decide not to renew or reduce the scope of their original purchases, or our customers may lose confidence in the knowledge and capability of our employees or products. We must successfully manage our growth to achieve our objectives. Although our business has experienced significant growth in the past, we may not be able to continue to grow at the same rate, or at all.

Our ability to effectively manage any significant growth of our business will depend on a number of factors, including our ability to do the following:

• satisfy existing customers and attract new customers;

• adequately and timely recruit, train, motivate and integrate new employees, including our sales force and engineers, while retaining existing employees, maintaining the beneficial aspects of our corporate culture and effectively executing our business plan;

• successfully introduce new products and enhancements;

• effectively manage existing channel partnerships and expand to new ones;

• improve our key business applications and processes to support our business needs;

• enhance information and communication systems to ensure that our employees and offices around the world are well-coordinated and can effectively communicate with each other and our growing customer base;

• enhance our internal controls to ensure timely and accurate reporting of all of our operations and financial results;

• protect and further develop our strategic assets, including our intellectual property rights;

• continue to capitalize on the transition to a SaaS delivery model; and

• successfully manage and integrate any future acquisitions of businesses, including without limitation, the amount and timing of expenses and potential future charges for impairment of goodwill from acquired companies.

These activities will require significant investments and allocation of valuable management and employee resources, and our growth will continue to place significant demands on our management and our operational and financial infrastructure. We may not be able to grow our business in an efficient or timely manner, or at all. Moreover, if we do not effectively manage the growth of our business and operations, the quality of our software could suffer, which could negatively affect our brand, results of operations and overall business.

We have a limited operating history at our current scale, which makes it difficult to evaluate and predict our future prospects and may increase the risk that we will not be successful.

We have a relatively short history operating our business at its current scale. For example, we have increased the number of our employees and have expanded our operations and product offerings. This limits our ability to forecast our future operating results and subjects us to a number of uncertainties, including our ability to plan for and model future growth. We have encountered and will continue to encounter risks and uncertainties frequently experienced by growing companies in new markets that may not develop as expected. Because we depend in part on the market’s acceptance of our products, it is difficult to evaluate trends that may affect our business. If our assumptions regarding these trends and uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer. Moreover, although we have experienced significant growth historically, we may not continue to grow as quickly in the future.

Our future success will depend in large part on our ability to, among other things:

• successfully transition to a SaaS delivery model and manage our introduction of cloud-based solutions;

• maintain and expand our business, including our customer base and operations, to support our growth, both domestically and internationally;

• develop new products and services and bring products and services in beta to market;

• renew customer agreements and sell additional products to existing customers;

• maintain high customer satisfaction and ensure quality and timely releases of our products and product enhancements;

• increase market awareness of our products and enhance our brand;

• maintain compliance with applicable governmental regulations and other legal obligations, including those related to intellectual property, international sales and taxation;

• hire, integrate, train and retain skilled talent, including members of our sales force and engineers; and

• our ability to successfully manage and integrate any acquisitions of businesses.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business will be adversely affected, and our results of operations will suffer.

If we are unable to attract new customers and expand sales to existing customers, both domestically and internationally, our growth could be slower than we expect, and our business may be harmed.

Our success will depend, in part, on our ability to support new and existing customer growth and maintain customer satisfaction. Our sales and marketing teams host in-person events and have, and in the future may continue to engage with customers online and through other communications channels, including virtual meetings. Our sales and marketing teams may not be as successful or effective in building relationships. If we cannot provide the tools and training to our teams to efficiently do their jobs and satisfy customer demands, we may not be able to achieve anticipated revenue growth as quickly as expected.

Our future growth depends upon expanding sales of our products to existing customers and their organizations and receiving renewals. If our customers do not purchase additional licenses or capabilities, our revenues may grow more slowly than expected, may not grow at all or may decline. Our efforts may not result in increased sales to existing customers (“upsells”) and additional revenues. If our efforts to upsell to our customers are not successful, our business would suffer.

Our future growth also depends in part upon increasing our customer base, particularly those customers with potentially high customer lifetime values. Our ability to achieve significant growth in revenues in the future will depend, in large part, upon the effectiveness of our sales and marketing efforts, both domestically and internationally, and our ability to attract new customers. Our ability to attract new customers may be adversely affected by newly enacted laws that may prohibit certain sales and marketing activities, such as legislation passed in the State of New York, pursuant to which unsolicited telemarketing sales calls are prohibited. If we fail to attract new customers and maintain and expand those customer relationships, our revenues may be adversely affected, and our business will be harmed.

We have a history of losses, and we may not be profitable in the future.

We have incurred net losses in each year since our inception, including a net loss of $64.4 million for the six months ended June 30, 2024 and net losses of $100.9 million and $124.5 in each of the years ended December 31, 2023 and 2022, respectively. Because the market for our software is rapidly evolving and has still not yet reached widespread adoption, it is difficult for us to predict our future results of operations. We expect our operating expenses to increase over the next several years as we hire additional personnel, expand and improve the effectiveness of our distribution channels, and continue to develop features and applications for our software.

If we are unable to maintain successful relationships with our channel partners, our business could be adversely affected.

We rely on channel partners, such as distribution partners and resellers, to sell the Varonis Data Security Platform. In 2023 and for the six months ended June 30, 2024, our channel partners fulfilled substantially all of our sales, and we expect that sales to channel partners will continue to account for substantially all of our revenues for the foreseeable future. Our ability to achieve revenue growth in the future will depend in part on our success in maintaining successful relationships with our channel partners.

Our agreements with our channel partners are generally non-exclusive, meaning our channel partners may offer customers the products of several different companies. If our channel partners do not effectively market and sell our software, choose to use greater efforts to market and sell their own products or those of others, or fail to meet the needs of our customers, our ability to grow our business, sell our software and maintain our reputation may be adversely affected. Our contracts with our channel

partners generally allow them to terminate their agreements for any reason upon 30 days’ notice. A termination of the agreement has no effect on orders already placed. The loss of a substantial number of our channel partners, our possible inability to replace them, or the failure to recruit additional channel partners could materially and adversely affect our results of operations. If we are unable to maintain our relationships with these channel partners, our business, results of operations, financial condition or cash flows could be adversely affected.

Finally, even if we are successful, our relationships with channel partners may not result in greater customer usage of our products or increased revenue.

Our long-term growth depends, in part, on being able to continue to expand internationally on a profitable basis, which subjects us to risks associated with conducting international operations.

Historically, we have generated the majority of our revenues from customers in North America. For the year ended December 31, 2023 and for the six months ended June 30, 2024, approximately 75% and 74% respectively, of our total revenues were derived from sales in North America. Nevertheless, we have operations across the globe, and we plan to continue to expand our international operations as part of our long-term growth strategy. The further expansion of our international operations will subject us to a variety of risks and challenges, including:

• sales and customer service challenges associated with operating in different countries;

• increased management travel, infrastructure and legal compliance costs associated with having multiple international operations and a lack of travel due to pandemics;

• difficulties in receiving payments from different geographies, including difficulties associated with currency fluctuations, payment cycles, transfer of funds or collecting accounts receivable, especially in emerging markets;

• variations in economic or political conditions between each country or region;

• economic uncertainty around the world and adverse effects arising from economic interdependencies across countries and regions;

• uncertainty around a potential reverse or renegotiation of international trade agreements and partnerships;

• compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations;

• ability to hire, retain and train local employees and the ability to comply with foreign labor laws and local labor requirements, such as representations by an internal labor committee in France which is affiliated with an external trade union and the applicability of collective bargaining arrangements at the national level in certain European countries;

• compliance with laws and regulations for foreign operations, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act of 2010 (the “UK Bribery Act”), import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our software in certain foreign markets, and the risks and costs of non-compliance;

• heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of financial statements and irregularities in financial statements;

• reduced protection for intellectual property rights in certain countries and practical difficulties and costs of enforcing rights abroad; and

• compliance with the laws of numerous foreign taxing jurisdictions and overlapping of different tax regimes and digital tax imposed on our operations in foreign taxing jurisdictions.

Any of these risks could adversely affect our international operations, reduce our revenues from outside the United States or increase our operating costs, adversely affecting our business, results of operations and financial condition and growth prospects. There can be no assurance that all of our employees, independent contractors and channel partners will comply with the formal policies we have and will implement, or applicable laws and regulations. Violations of laws or key control policies by our employees, independent contractors and channel partners could result in delays in revenue recognition, financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation of our software and services and could have a material adverse effect on our business and results of operations.

We are exposed to collection and credit risks, which could impact our operating results.

Our trade receivables are subject to collection and credit risks. These agreements may include purchase commitments for multiple years of subscription-based software licenses and maintenance services, which may be invoiced over multiple reporting periods increasing these risks. For example, our operating results may be impacted by significant bankruptcies among

customers and resellers, which could negatively impact our revenues and cash flows. Although we have processes in place that are designed to monitor and mitigate these risks, we cannot guarantee these programs will be effective. If we are unable to adequately control these risks, our business, operating results and financial condition could be harmed.

If currency exchange rates fluctuate substantially in the future, our results of operations, which are reported in U.S. dollars, could be adversely affected.

Our functional and reporting currency is the U.S. dollar, and we generate the majority of our revenues and incur the majority of our expenses in U.S. dollars. Revenues and expenses are also incurred in other currencies, primarily Euros, Pounds Sterling, Canadian dollars, Australian dollars, Singapore dollar and the New Israeli Shekel. Accordingly, changes in exchange rates may have a material adverse effect on our business, results of operations and financial condition. The exchange rates between the U.S. dollar and foreign currencies have fluctuated substantially in recent years and may continue to fluctuate substantially in the future. Furthermore, a strengthening of the U.S. dollar could increase the cost in local currency of our software and renewals to customers outside the United States, which could adversely affect our business, results of operations, financial condition and cash flows.

We incur expenses for employee compensation and other operating expenses at our non-U.S. locations in local currencies. The weakening of the U.S. dollar against such currencies would cause the U.S. dollar equivalent of such expenses to increase which could have a negative impact on our reported results of operations and our ability to attract employees in such non-U.S. locations due to the actual increase in the compensation to be paid to such employees. We use forward foreign exchange contracts to hedge or mitigate the effect of changes in foreign exchange rates on our revenues and operating expenses denominated in certain foreign currencies. However, this strategy might not eliminate our exposure to foreign exchange rate fluctuations and involves costs and risks of its own, such as cash expenditures, ongoing management time and expertise, external costs to implement the strategy and potential accounting implications. Additionally, our hedging activities may contribute to increased losses as a result of volatility in foreign currency markets and the difference between the interest rates of the currencies being hedged.

Our business is highly dependent upon our brand recognition and reputation, and the failure to maintain or enhance our brand recognition or reputation may adversely affect our business.

We believe that enhancing the “Varonis” brand identity and maintaining our reputation in the IT industry is critical to our relationships with our customers and to our ability to attract new customers. Our brand recognition and reputation are dependent upon:

• our ability to continue to offer high quality, innovative and error- and bug-free products;

• our ability to maintain customer satisfaction with our products;

• our ability to be responsive to customer concerns and provide high quality customer support, training and professional services;

• our marketing efforts;

• any misuse or perceived misuse of our products;

• positive or negative publicity;

• our ability to prevent or quickly react to any cyberattack on our IT systems or security breach of or related to our software;

• interruptions, delays or attacks on our website; and

• litigation or regulatory-related developments.

We may not be able to successfully promote our brand or maintain our reputation. In addition, independent industry analysts often provide reviews of our products, as well as other products available in the market, and perception of our product in the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive than reviews about other products available in the market, our brand may be adversely affected. Furthermore, negative publicity relating to events or activities attributed to us, our employees, our channel partners or others associated with any of these parties, may tarnish our reputation and reduce the value of our brand. If we do not successfully enhance our brand and maintain our reputation, our business may not grow, we may have reduced pricing power relative to competitors with stronger brands, and we could lose customers or renewals, all of which would adversely affect our business, operations and financial results. Moreover, damage to our reputation and loss of brand equity may reduce demand for our products and have an adverse effect on our business, results of operations and financial condition. Any attempts to rebuild our reputation and restore the value of our brand may be costly and time consuming, and such efforts may not ultimately be successful.

Moreover, it may be difficult to enhance our brand and maintain our reputation in connection with sales to channel partners. Promoting our brand requires us to make significant expenditures, and we anticipate that the expenditures will increase as our market becomes more competitive, as we expand into new markets and geographies and as more sales are generated to our channel partners. To the extent that these activities yield increased revenues, these revenues may not offset the increased expenses we incur.

Our success depends in part on maintaining and increasing our sales to customers in the public sector.

We derive a portion of our revenues from contracts with federal, state, local and foreign governments and government-owned or -controlled entities (such as public health care bodies, educational institutions and utilities), which we refer to as the public sector herein. We believe that part of the success and growth of our business will continue to depend on our successful procurement of public sector contracts. Selling to public sector entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that our efforts will produce any sales. Government demand and payment for our products and services may be impacted by public sector budgetary cycles, or lack of, and funding authorizations, including in connection with an extended government shutdown, with funding reductions or delays adversely affecting public sector demand for our products and services. Factors that could impede our ability to maintain or increase the amount of revenues derived from public sector contracts include:

• changes in public sector fiscal or contracting policies;

• decreases or elimination of available public sector funding;

• non-compliance with or an inability to attain the proper certification to conduct business in the public sector;

• changes in public sector programs or applicable requirements;

• the adoption of new laws or regulations or changes to existing laws or regulations;

• potential delays or changes in the public sector appropriations or other funding authorization processes;

• the requirement of contractual terms that are unfavorable to us, such as most-favored-nation pricing provisions; and

• delays in the payment of our invoices by public sector payment offices.

Furthermore, we must comply with laws and regulations relating to public sector contracting, which affect how we and our channel partners do business in both the United States and abroad. These laws and regulations may impose added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from our channel partners, penalties, termination of contracts, and temporary suspension or permanent debarment from public sector contracting. Moreover, governments may investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying our products, which would adversely impact our revenue and results of operations, or institute fines or civil or criminal liability if the audit uncovers improper or illegal activities.

The occurrence of any of the foregoing could cause public sector customers to delay or refrain from purchasing licenses of our software in the future or otherwise have an adverse effect on our business, operations and financial results.

We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets.

We incorporate certain encryption technology into certain of our products and, as a result, are required to comply with U.S. export control laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”). We are also subject to Israeli export control laws on encryption technology. These export control laws and regulations prohibit, restrict, or regulate our ability to, directly or indirectly, export, re-export, or transfer certain products to certain countries and territories, entities, and individuals for certain end uses. If the applicable U.S. or Israeli legal requirements regarding the export of encryption technology were to change or if we change the encryption means in our products, we may (i) be unable to export our products, (ii) need to apply for new licenses or (iii) be unable to rely on certain license exceptions. Furthermore, various other countries regulate the import of certain encryption technology, including import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our products or could limit our customers’ ability to implement our products in those countries.

We are also subject to U.S. and Israeli economic sanctions laws, which prohibit the shipment of certain products to embargoed or sanctioned countries, sanctioned governments and sanctioned persons. Like with export controls, we take precautions to prevent our products from being provided in violation of these laws, including requiring our business partners to commit to compliance through contractual undertakings. However, if our business partners were to provide our products to certain

countries, governments, or sanctioned persons in violation of these laws, such provision could have negative consequences, including government investigations, penalties and reputational harm.

Any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. Moreover, any new export or import restrictions, new legislation or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons or technologies targeted by such regulations, could result in decreased use of our products. Any decreased use of our products or limitation on our ability to export or sell our products would likely adversely affect our business, financial condition and results of operations.

Our business in countries with a history of corruption and transactions with foreign governments increase the risks associated with our international activities.

As we operate and sell internationally, we are subject to the FCPA, the UK Bribery Act and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business. We have operations, deal with and make sales to governmental customers in countries known to experience corruption, particularly certain emerging countries in Eastern Europe, South and Central America, East Asia, Africa and the Middle East. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees, consultants, channel partners or sales agents that could be in violation of various anti-corruption laws, even though these parties may not be under our control. While we have implemented safeguards to prevent these practices by our employees, consultants, channel partners and sales agents, our existing safeguards and any future improvements may prove to be less than effective, and our employees, consultants, channel partners or sales agents may engage in conduct for which we might be held responsible. Violations of the FCPA or other anti-corruption laws may result in severe criminal or civil sanctions, including suspension or debarment from government contracting, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

Acquisitions could disrupt our business and adversely affect our results of operations, financial condition and cash flows.

As we continue to pursue business opportunities, we may make acquisitions that could be material to our business, results of operations, financial condition and cash flows. Acquisitions involve many risks, including the following:

• an acquisition may negatively affect our results of operations, financial condition or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, including potential write-downs of deferred revenues, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;

• we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;

• an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;

• an acquisition may result in a delay or reduction of customer purchases for both us and the company we acquired due to customer uncertainty about continuity and effectiveness of service from either company;

• we may encounter difficulties in, or may be unable to, successfully sell any acquired products;

• an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;

• challenges inherent in effectively managing an increased number of employees in diverse locations;

• the potential strain on our financial and managerial controls and reporting systems and procedures;

• potential known and unknown liabilities or deficiencies associated with an acquired company that were not identified in advance;

• our use of cash to pay for acquisitions would limit other potential uses for our cash and affect our liquidity;

• if we incur debt to fund such acquisitions, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants;

• the risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions;

• to the extent that we issue a significant amount of equity or convertible debt securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease; and

• managing the varying intellectual property protection strategies and other activities of an acquired company.

We may not succeed in addressing these or other risks or any other problems encountered in connection with the integration of any acquired business. Our ability as an organization to successfully acquire and integrate technologies or businesses is limited. The inability to successfully integrate the business, technologies, products, personnel or operations of any acquired business, or any significant delay in achieving integration, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Risks Related to Human Capital

A failure to maintain sales and marketing personnel productivity or hire and integrate additional sales and marketing personnel could adversely affect our results of operations and growth prospects.

Our business requires intensive sales and marketing activities. Our sales and marketing personnel are essential to attracting new customers and expanding sales to existing customers, both of which are key to our future growth. We face a number of challenges in successfully expanding our sales force. Our transition to a SaaS delivery model, and the additional demands involved in selling our platform, has increased the complexity and to some extent imposed new challenges in finding, hiring and retaining qualified sales force members. We must locate and hire a significant number of qualified individuals, and competition for such individuals is intense. In addition, as we expand into new markets with which we have less familiarity and develop existing territories, we will need to recruit individuals who have skills particular to a certain geography or territory, and it may be difficult to find candidates with those qualifications. We may be unable to achieve our hiring or integration goals due to a number of factors, including, but not limited to, the challenge in remotely recruiting employees and adequately training them, the number of individuals we hire, challenges in finding individuals with the correct background due to increased competition for such hires, increased attrition rates among new hires and existing personnel as well as the necessary experience to sell the Varonis Data Security Platform rather than individual software products. Furthermore, based on our past experience in mature territories, it can take up to 12 months before a new sales force member is trained and operating at a level that meets our expectations. We invest significant time and resources in training new members of our sales force, and we may be unable to achieve our target performance levels with new sales personnel as rapidly as we have done in the past, or at all, due to larger numbers of hires or lack of experience training sales personnel to operate in new jurisdictions or because of the remote hiring and training process. Our failure to hire a sufficient number of qualified individuals, to integrate new sales force members within the time periods we have achieved historically or to keep our attrition rates at levels comparable to others in our industry may materially impact our projected growth rate.

Failure to retain, attract and recruit highly qualified personnel could adversely affect our business, operating results, financial condition and growth prospects.

Our future success and growth depend, in part, on our ability to continue to recruit and retain highly skilled personnel and to preserve the key aspects of our corporate culture. Because our future success is dependent on our ability to continue to enhance and introduce new products, we are particularly dependent on our ability to hire and retain engineers. Any of our employees may terminate their employment at any time, and we face intense competition for highly skilled employees. Competition for qualified employees, particularly in Israel, where we have a substantial presence and need for qualified engineers, from numerous other companies, including other software and technology companies, many of whom have greater financial and other resources than we do, is intense. Moreover, to the extent we hire personnel from other companies, we may be subject to allegations that they have been improperly solicited or may have divulged proprietary or other confidential information to us. If we are unable to timely attract, retain or train qualified employees, particularly our engineers, salespeople and key managers, our ability to innovate, introduce new products and compete would be adversely impacted, and our financial condition and results of operations may suffer. Lastly, equity grants are a critical component of our current compensation programs. If we reduce, modify or eliminate our equity compensation programs or if there is a decline in our stock price, which will result in the value of our equity compensation being lower, we may have difficulty attracting and retaining employees.

We are dependent on the continued services and performance of our co-founder, Chief Executive Officer and President, the loss of whom could adversely affect our business.

Much of our future performance depends on the continued services and continuing contributions of our co-founder, Chief Executive Officer and President, Yakov Faitelson, to successfully manage our company, to execute on our business plan and to identify and pursue new opportunities and product innovations. The loss of Mr. Faitelson’s services could significantly delay or prevent the achievement of our development and strategic objectives and adversely affect our business.

Risks Related to our Technology, Products, Services and Intellectual Property

Our failure to continually enhance and improve our technology could adversely affect sales of our products.

The market is characterized by the exponential growth in enterprise data, rapid technological advances, changes in customer requirements, including customer requirements driven by changes to legal, regulatory and self-regulatory compliance mandates, frequent new product introductions and enhancements and evolving industry standards in computer hardware and software technology. As a result, we must continually change and improve our products in response to changes in operating systems, application software, computer and communications hardware, networking software, data center architectures, programming tools, computer language technology and various regulations. Moreover, the technology in our products is especially complex because it needs to effectively identify and respond to a user’s data retention, security and governance needs, while minimizing the impact on database and file system performance. Our products must also successfully interoperate with products from other vendors.

While we extend our technological capabilities though innovation and strategic transactions, including our recently announced Managed Data Detection and Response and cloud-based solutions, we cannot guarantee that we will be able to anticipate future market needs and opportunities or be able to extend our technological expertise and develop new products or expand the functionality of our current products in a timely manner or at all. Even if we are able to anticipate, develop and introduce new products and expand the functionality of our current products, there can be no assurance that enhancements or new products will achieve widespread market acceptance.

Our product enhancements or new products could fail to attain sufficient market acceptance for many reasons, including:

• failure to accurately predict market demand in terms of product functionality and to supply products that meet this demand in a timely fashion;

• inability to interoperate effectively with the database technologies and file systems of prospective customers;

• defects, errors or failures;

• negative publicity or customer complaints about performance or effectiveness; and

• poor business conditions, causing customers to delay IT purchases.

If we fail to anticipate market requirements or stay abreast of technological changes, we may be unable to successfully introduce new products, expand the functionality of our current products or convince our customers and potential customers of the value of our solutions in light of new technologies. In addition, it is possible that our product innovations, including our recently announced Managed Data Detection and Response and cloud-based solutions, may not provide satisfactory results to our customers. Accordingly, our business, results of operations and financial condition could be materially and adversely affected.

If our technical support, customer success or professional services are not satisfactory to our customers, they may not renew their agreements or not buy additional products in the future, which could adversely affect our future results of operations.

Our business relies on our customers’ satisfaction with the technical support and professional services we provide to support our products. Our customers have no obligation to renew their agreements with us after the initial terms have expired. Our customers have an option to renew their agreements and, for us to maintain and improve our results of operations, it is important that our existing customers renew their agreements, if applicable, when the existing contract term expires. For example, our renewal rate for the years ended December 31, 2023 and for the six months ended June 30, 2024 continued to be over 90%. Customer satisfaction will become even more important as almost all of our licensing has shifted to subscription license agreements.

If we fail to provide technical support services that are responsive, satisfy our customers’ expectations and resolve issues that they encounter with our products and services, then they may elect not to purchase or renew contracts and they may choose not to purchase additional products and services from us. Accordingly, our failure to provide satisfactory technical support or professional services could lead our customers not to renew their agreements with us or renew on terms less favorable to us, and therefore have a material and adverse effect on our business and results of operations.

Interruptions or performance problems, including associated with our website or support website or any caused by cyberattacks, may adversely affect our business.

Our continued growth depends in part on the ability of our existing and potential customers to quickly access our website and support website. Access to our support website is also imperative to our daily operations and interaction with customers, as it allows customers to download our software, fixes and patches, as well as open and respond to support tickets and register

license keys for evaluation or production purposes. We have experienced, and may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including technical failures, cyberattacks, natural disasters, infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously and denial of service or fraud. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. System failures or outages, including any potential disruptions due to a period of increased global demand on certain cloud-based systems or disruptions of our cloud-based solutions, could compromise our or our customer’s ability to perform day-to-day operations in a timely manner, which could negatively impact our business or delay our financial reporting. It may become increasingly difficult to maintain and improve the performance of our websites, especially during peak usage times and as our software becomes more complex and our user traffic increases. If our websites are unavailable or if our users are unable to download our software, patches or fixes within a reasonable amount of time or at all, we may suffer reputational harm and our business would be negatively affected.

If our software is perceived as not being secure, customers may reduce the use of or stop using our software, and we may incur significant liabilities.

Our software involves the transmission of data between data stores, and between data stores and desktop and mobile computers, and will increasingly involve the storage of data. We have a legal and contractual obligation to protect the confidentiality and appropriate use of customer data. Any security breaches with respect to such data could result in the loss of this information, litigation, indemnity obligations and other liabilities. The security of our products and accompanied services is important in our customers’ decisions to purchase or use our products or services. Security threats are a significant challenge to companies like us whose business is providing technology products and services to others. While we have taken steps to protect the confidential information that we have access to, including confidential information we may obtain through our customer support services or customer usage of our products, we have no direct control over the substance of the content. Security measures might be breached as a result of third-party action, employee error, malfeasance or otherwise. We also incorporate open source software and other third-party software into our products. There may be vulnerabilities in open source software and third-party software that may make our products likely to be harmed by cyberattacks. Moreover, our products operate in conjunction with and are dependent on products and components across a broad ecosystem of third parties. If there is a security vulnerability in one of these components, and if there is a security exploit targeting it, such security vulnerability may adversely impact our product vulnerability and we could face increased costs, liability claims, reduced revenue, or harm to our reputation or competitive position. Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

The limitations of liability in our contracts may not be enforceable or adequate or otherwise protect us from any such liabilities or damages with respect to any particular claim. While we maintain insurance coverage for some of the above events, the potential liabilities associated with these security breach events could exceed the insurance coverage we maintain.

We incorporate machine learning and artificial intelligence (“AI”) solutions into parts of our platform, offerings, services and features, and these applications may become more important in our operations over time. AI technologies, including generative AI, are complex and rapidly evolving, and we face competition from other companies as well as an evolving regulatory landscape. Several jurisdictions around the globe, including Europe and the United States, have already proposed or enacted laws governing AI, and we may need to commit significant resources to maintain business practices that comply with the evolving regulatory landscape. Our competitors or other third parties may incorporate AI into their products more quickly and successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Any or all of these issues could tarnish our reputation, negatively impact our ability to attract new customers or sell additional products to our existing customers, cause existing customers to elect not to renew their agreements or subject us to third-party lawsuits, regulatory fines or other action or liability, thereby adversely affecting our results of operations.

Our use of open source software could negatively affect our ability to sell our software and subject us to possible litigation.

We use open source software and expect to continue to use open source software in the future. Some open source software licenses require users who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost. We may face ownership claims of third parties over, or seeking to enforce the license terms applicable to, such open source software, including by demanding the release of the open source software, derivative works or our proprietary source code that was developed using such software. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which would have a negative effect on our business and results of operations. In addition, if the license terms for the open source code change, we

may be forced to re-engineer our software or incur additional costs. Some open source software may include generative AI software or other software that incorporates or relies on generative AI. The use of such software may expose us to risks as the intellectual property ownership and license rights, including copyright, of generative AI software and tools, has not been fully interpreted by U.S. courts or been fully addressed by federal or state regulation. Finally, while we implement policies and procedures, we cannot provide assurance that we have incorporated open source software into our own software in a manner that conforms with our current policies and procedures and we cannot assure that all open source software is reviewed prior to use in our solution, that our programmers have not incorporated open source software into our solution, or that they will not do so in the future.

In addition, our solution may incorporate third-party software under commercial licenses. We cannot be certain whether such third-party software incorporates open source software without our knowledge. In the past, companies that incorporate open source software into their products have faced claims alleging noncompliance with open source license terms or infringement or misappropriation of proprietary software. Therefore, we could be subject to suits by parties claiming noncompliance with open source licensing terms or infringement or misappropriation of proprietary software. Because few courts have interpreted open source licenses, the manner in which these licenses may be interpreted and enforced is subject to some uncertainty. There is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our solution. As a result of using open source software subject to such licenses, we could be required to release proprietary source code, pay damages, re-engineer our solution, limit or discontinue sales or take other remedial action, any of which could adversely affect our business.

False detection of security breaches, false identification of malicious sources or misidentification of sensitive or regulated information could adversely affect our business.

Our cybersecurity products may falsely detect threats that do not actually exist. For example, our DatAlert product may enrich metadata collected by our products with information from external sources and third-party data providers. If the information from these data providers is inaccurate, the potential for false positives increases. These false positives, while typical in the industry, may affect the perceived reliability of our products and solutions and may therefore adversely impact market acceptance of our products. As definitions and instantiations of personal identifiers and other sensitive content change, automated classification technologies may falsely identify or fail to identify data as sensitive. If our products and solutions fail to detect exposures or restrict access to important systems, files or applications based on falsely identifying legitimate use as an attack or otherwise unauthorized, then our customers’ businesses could be adversely affected. Any such false identification of use and subsequent restriction could result in negative publicity, loss of customers and sales, increased costs to remedy any problem and costly litigation.

Failure to protect our proprietary technology and intellectual property rights could substantially harm our business.

The success of our business and competitive position depends on our ability to obtain, protect and enforce our trade secrets, trademarks, copyrights, patents and other intellectual property rights. We attempt to protect our intellectual property under patent, trademark, copyrights and trade secret laws, and through a combination of confidentiality procedures, contractual provisions and other methods, all of which offer only limited protection and may not now or in the future provide us with a competitive advantage.

As of June 30, 2024, we had 88 issued patents in the United States and 29 pending U.S. patent applications. We also had 74 patents issued and 28 applications pending for examination in non-U.S. jurisdictions, and 10 pending PCT patent applications, all of which are counterparts of our U.S. patent applications. We may file additional patent applications in the future. The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner all the way through to the successful issuance of a patent. We may choose not to seek patent protection for certain innovations and may choose not to pursue patent protection in certain jurisdictions. Furthermore, it is possible that our patent applications may not issue as granted patents, that the scope of our issued patents will be insufficient or not have the coverage originally sought, that our issued patents will not provide us with any competitive advantages, and that our patents and other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. In addition, issuance of a patent does not guarantee that we have an absolute right to practice the patented invention. Our policy is to require our employees (and our consultants and service providers that develop intellectual property included in our products) to execute written agreements in which they assign to us their rights in potential inventions and other intellectual property created within the scope of their employment (or, with respect to consultants and service providers, their engagement to develop such intellectual property). However, we may not be able to adequately protect our rights in every such agreement or execute an agreement with every such party. Finally, in order to benefit from patent and other intellectual property protection, we must monitor, detect and pursue infringement claims in certain

circumstances in relevant jurisdictions, all of which is costly and time-consuming. As a result, we may not be able to obtain adequate protection or to enforce our issued patents or other intellectual property effectively.

In addition to patented technology, we rely on our unpatented proprietary technology and trade secrets. Despite our efforts to protect our proprietary technologies and our intellectual property rights, unauthorized parties, including our employees, consultants, service providers or customers, may attempt to copy aspects of our products or obtain and use our trade secrets or other confidential information. We generally enter into confidentiality agreements with our employees, consultants, service providers, vendors, channel partners and customers, and generally limit access to and distribution of our proprietary information and proprietary technology through certain procedural safeguards. These agreements may not effectively prevent unauthorized use or disclosure of our intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our intellectual property or technology. We cannot provide assurance that the steps taken by us will prevent misappropriation of our trade secrets or technology or infringement of our intellectual property. In addition, the laws of some foreign countries where we operate do not protect our proprietary rights to as great an extent as the laws of the United States, and many foreign countries do not enforce these laws as diligently as government agencies and private parties in the United States.

We have registered the “Varonis” name and logo and “DatAdvantage,” “DataPrivilege,” “DatAlert,” and other names in the United States and, as related to some of these names, certain other countries. However, we cannot provide assurance that any future trademark registrations will be issued for pending or future applications or that any registered trademarks will be enforceable or provide adequate protection of our proprietary rights.

Despite our efforts to protect our proprietary technology and trade secrets, unauthorized parties may attempt to misappropriate, reverse engineer or otherwise obtain and use them. In addition, others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights or develop similar technologies and processes. Further, the contractual provisions that we enter into may not prevent unauthorized use or disclosure of our proprietary technology or intellectual property rights and may not provide an adequate remedy in the event of unauthorized use or disclosure of our proprietary technology or intellectual property rights. Moreover, policing unauthorized use of our technologies, trade secrets and intellectual property is difficult, expensive and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak. We may be unable to determine the extent of any unauthorized use or infringement of our solution, technologies or intellectual property rights. If we are unable to protect our intellectual property rights and ensure that we are not violating the intellectual property rights of others, we may find ourselves at a competitive disadvantage to others who need not incur the additional expense, time and effort required to create the innovative products that have enabled us to be successful to date.

Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and harm our business and operating results.

The industries in which we operate, such as data security, cybersecurity, compliance, data retention and data governance are characterized by the existence of a large number of relevant patents and frequent claims and related litigation regarding patent and other intellectual property rights. From time to time, third parties have asserted and may assert their patent, copyright, trademark and other intellectual property rights against us, our channel partners or our customers. Successful claims of infringement or misappropriation by a third-party could prevent us from distributing certain products, performing certain services or could require us to pay substantial damages (including, for example, treble damages if we are found to have willfully infringed patents and increased statutory damages if we are found to have willfully infringed copyrights), royalties or other fees. Such claims also could require us to cease making, licensing or using solutions that are alleged to infringe or misappropriate the intellectual property of others or to expend additional development resources to attempt to redesign our products or services or otherwise to develop non-infringing technology. Even if third parties may offer a license to their technology, the terms of any offered license may not be acceptable, and the failure to obtain a license or the costs associated with any license could cause our business, results of operations or financial condition to be materially and adversely affected. In some cases, we indemnify our channel partners and customers against claims that our products infringe the intellectual property of third parties. Defending against claims of infringement or being deemed to be infringing the intellectual property rights of others could impair our ability to innovate, develop, distribute and sell our current and planned products and services.

Risks Related to our Tax Regime

Our tax rate may vary significantly depending on our stock price.

The tax effects of the accounting for stock-based compensation may significantly impact our effective tax rate from period to period. In periods in which our stock price is higher than the grant price of the stock-based compensation vesting in that period, we will recognize excess tax benefits that will decrease our effective tax rate, while in periods in which our stock price is lower than the grant price of the stock-based compensation vesting in that period, our effective tax rate may increase. The amount and value of stock-based compensation issued relative to our earnings in a particular period will also affect the magnitude of the impact of stock-based compensation on our effective tax rate. These tax effects are dependent on our stock price, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results.

Multiple factors may adversely affect our ability to fully utilize our net operating loss carryforwards.

A U.S. corporation’s ability to utilize its federal net operating loss (“NOL”) carryforwards is limited under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if the corporation undergoes an ownership change.

As of December 31, 2023, we have accumulated a $103.8 million federal NOL since inception. Future changes in our stock ownership, including future offerings, as well as changes that may be outside of our control, could result in a subsequent ownership change under Section 382, that would impose an annual limitation on NOLs. In addition, the cash tax benefit from our NOLs is dependent upon our ability to generate sufficient taxable income. Accordingly, we may be unable to earn enough taxable income in order to fully utilize our current NOLs.

Changes in our provision for income taxes or adverse outcomes resulting from examination of our income tax returns could adversely affect our results.

We are subject to income taxation in the United States, Israel and numerous other jurisdictions. Determining our provision for income taxes requires significant management judgment. In addition, our provision for income taxes could be adversely affected by many factors, including, among other things, changes to our operating structure including a review of our intellectual property (“IP”) structure, changes in the amounts of earnings in jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. Significant judgment is required to determine the recognition and measurement attributes prescribed in Accounting Standards Codification 740-10-25 (“ASC 740-10-25”). ASC 740-10-25 applies to all income tax positions, including the potential recovery of previously paid taxes, which if settled unfavorably could adversely impact our provision for income taxes. Our income in certain countries is subject to reduced tax rates provided we meet certain criteria. Failure to meet these commitments could adversely impact our provision for income taxes.

We are also subject to the regular examination of our income tax returns by the U.S. Internal Revenue Services and other tax authorities in various jurisdictions. Tax authorities may disagree with our intercompany charges, cross-jurisdictional transfer pricing, IP structure or other matters and assess additional taxes. While we regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes, there can be no assurance that the outcomes from these regular examinations will not have a material adverse effect on our results of operations and cash flows. Further, we may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us. Although we believe our tax estimates are reasonable, the final determination of any tax audits or litigation could be materially different from our historical tax provisions and accruals, which could have a material adverse effect on our results of operations or cash flows in the period or periods for which a determination is made.

The adoption of the U.S. tax reform and the enactment of additional legislation changes could materially impact our financial position and results of operations.

On December 22, 2017, the Tax Cuts and Jobs Act (the "TCJA") that significantly reforms the Code was enacted. The TCJA, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of certain expenses and adds certain limitations to the use of net operating loss carryforwards arising after December 31, 2017. Due to the expansion of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and adversely affect our financial position and results of operations. Further, foreign governments may enact tax laws in response to the TCJA that could result in further changes to global taxation and materially affect our financial position and results of operations. Effective in 2022, the TCJA requires all U.S. companies to capitalize, and subsequently amortize R&E expenses that fall within the scope of Section 174 over five years for research activities conducted in the United States and over fifteen years for research activities conducted outside of the United States, rather than deducting such costs in the year incurred for tax purposes. Although Congress may modify or repeal this provision, potentially with retroactive effect, we have no assurance that Congress will take any action with respect to this provision. As of the second

quarter of 2024, we have accounted for an estimate of the effects of the R&E capitalization, based on interpretation of the law as currently enacted. To the extent that this provision is not modified or repealed, and once our available NOLs or tax credits are fully utilized, we would incur a significant increase in our tax expenses and a decrease in our cash flows provided by operations.

We conduct our operations in several jurisdictions worldwide and report our taxable income based on our business operations in those jurisdictions. Therefore, our intercompany relationships are subject to transfer pricing regulations administered by taxing authorities in various jurisdictions. While we believe that we are currently in material compliance with our obligations under applicable taxing regimes, the relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions and may seek to impose additional taxes on us, including for past sales. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations.

The Organization for Economic Cooperation and Development (“OECD”) introduced the base erosion and profit shifting project which sets out a plan to address international taxation principles in a globalized, digitized business world (the “BEPS Plan”). During 2018, as part of the BEPS Plan, more than 80 countries chose to implement the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS (“MLI”). The MLI significantly changes the bilateral tax treaties signed by any country that chose to implement the MLI. In addition, during 2019 the OECD, the EU and individual countries (e.g., France, Austria and Italy) each published an initiative to tax digital transactions executed by a non-resident entity and a local end-user or local end-consumer. Under each initiative, the local payer is obligated to withhold a fixed percentage from the gross proceeds paid to the non-resident entity as a tax on executing a digital transaction in that territory, provided the entity’s sales in that territory exceeds a certain threshold (“Digital Service Tax”). As a result of participating countries adopting the international tax policies set under the BEPS Plan, MLI and Digital Service Tax, changes have been and continue to be made to numerous international tax principles and local tax regimes. Due to the expansion of our international business activities, those modifications may increase our worldwide effective tax rate, create tax and compliance obligations in jurisdictions in which we previously had none and adversely affect our financial position.

Risks Related to the 2025 Notes

We have incurred substantial indebtedness that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur substantially more debt, which may adversely affect our operations and financial results.

In May 2020 we issued the 2025 Notes. As of June 30, 2024, we had approximately $253.0 million outstanding aggregate principal amount of 2025 Notes. Our indebtedness may limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes, limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes, require us to use a substantial portion of our cash flow from operations to make debt service payments, limit our flexibility to plan for, or react to, changes in our business and industry, place us at a competitive disadvantage compared to our less leveraged competitors and increase our vulnerability to the impact of adverse economic and industry conditions.

Our debt obligations may adversely affect our ability to raise additional capital and will be a burden on our future cash resources, particularly if we elect to settle these obligations in cash upon conversion or upon maturity or required repurchase.

Our ability to meet our payment obligations under the 2025 Notes depends on our future cash flow performance. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors, as well as other factors that may be beyond our control. There can be no assurance that our business will generate positive cash flow from operations, or that additional capital will be available to us, in an amount sufficient to enable us to meet our debt payment obligations and to fund other liquidity needs. If we are unable to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. As a result, we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions.

We may issue additional shares of our common stock in connection with conversions of the 2025 Notes, and thereby dilute our existing stockholders and potentially adversely affect the market price of our common stock.

In the event that the remaining 2025 Notes are converted and we elect to deliver shares of common stock, the ownership interests of existing stockholders will be diluted, and any sales in the public market of any shares of our common stock issuable upon such conversion could adversely affect the prevailing market price of our common stock. In addition, the anticipated conversion of the 2025 Notes could depress the market price of our common stock.

The fundamental change provisions of the 2025 Notes may delay or prevent an otherwise beneficial takeover attempt of us.

If the Company undergoes a “fundamental change,” subject to certain conditions, holders may require the Company to repurchase for cash all or part of their 2025 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if such fundamental change also constitutes a “make-whole fundamental change,” the conversion rate for the 2025 Notes may be increased upon conversion of the 2025 Notes in connection with such “make-whole fundamental change.” Any increase in the conversion rate will be determined based on the date on which the “make-whole fundamental change” occurs or becomes effective and the price paid (or deemed paid) per share of our common stock in such transaction. Any such increase will be dilutive to our existing stockholders. Our obligation to repurchase the 2025 Notes or increase the conversion rate upon the occurrence of a make-whole fundamental change may, in certain circumstances, delay or prevent a takeover of us that might otherwise be beneficial to our stockholders.

The Capped Call Transactions may affect the value of the 2025 Notes and our common stock.

In connection with the issuance of the 2025 Notes, we entered into Capped Call Transactions with certain financial institutions. The Capped Call Transactions are expected generally to reduce or offset the potential dilution upon conversion of the 2025 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to the Cap Price, subject to certain adjustments under the terms of the Capped Call Transactions.

From time to time, certain financial institutions (with which we entered into the Capped Call Transactions) or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the 2025 Notes. This activity could also cause or avoid an increase or a decrease in the market price of our common stock.

The potential effect, if any, of these transactions and activities on the price of our common stock or 2025 Notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our common stock.

We are subject to counterparty risk with respect to the Capped Call Transactions.

All or some of the financial institutions (which are counterparties to the capped call transactions) might default under the Capped Call Transactions. Our exposure to the credit risk of the counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at the time under the capped call transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurance as to the financial stability or viability of the option counterparties.

Risks Related to our International Operations

We face risks associated with operating in international markets that may limit our ability to develop and sell our products, which could result in a decrease of our revenues.

We operate on a global basis and political, social, economic and security conditions in countries in which we operate may limit our ability to develop and sell our products. Specifically, we do business and have operations in the United Kingdom, France,

Israel, Brazil and Ukraine. Continued political and social instability and war in these regions, and any other areas in the world where we have operations, may affect our business and operations in those and other neighboring regions.

In March 2022, in response to the war between Russia and Ukraine, a number of countries, including the United States, imposed sanctions and export controls on Russia, which in turn imposed counter-sanctions in response. While sales in Russia represented a very small percentage of our overall business, and while our operations in Russia and Ukraine have historically been a small portion of our overall workforce, the conflict is complex and evolving and subjects us to additional regulatory risk and compliance costs. As of June 30, 2024, we do not have any employees or contractors in Russia. We have no way to predict the progress or outcome of the situation, including any impact on the rest of the world, as the conflict and government reactions are rapidly developing.

Our principal research and development facility, which also houses a portion of our support and general and administrative teams, is located in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, as well as incidents of terror activities and other hostilities, and a number of state and non-state actors have publicly committed to its destruction. In addition, Israel is currently in a war and recently experienced social unrest in connection with the judiciary reform bill. Security, political and economic conditions in Israel could directly affect our operations. We could be adversely affected by hostilities involving Israel, including acts of terrorism or any other hostilities involving or threatening Israel, the interruption or curtailment of trade between Israel and its trading partners, a significant increase in inflation or a significant downturn in the economic or financial condition of Israel. Any on-going or future armed conflicts, terrorist activities, tension along the Israeli borders or with other countries in the region, including Lebanon, Iran or Yemen, or political instability in the region could disrupt international trading activities in Israel and may materially and negatively affect our business and could harm our results of operations.

Certain countries, as well as certain companies and organizations, continue to participate in a boycott of Israeli companies, companies with large Israeli operations and others doing business with Israel and Israeli companies. The boycott, restrictive laws, policies or practices directed towards Israel, Israeli businesses or Israeli citizens could, individually or in the aggregate, have a material adverse effect on our business in the future.

Some of our employees in Israel are obligated to perform routine military reserve duty in the Israel Defense Forces, depending on their age and position in the armed forces. Furthermore, they have been and may in the future be called to active reserve duty at any time under emergency circumstances for extended periods of time. Currently, due to the war in Israel that began on October 7, 2023, a portion of our employees have been called to active reserve duty and additional employees may be called in the future, if needed. It is possible that our operations could be disrupted if this continues for a significant period of time or if the situation further deteriorates, including, among other things, an expansion of the war to other countries, damage to critical infrastructure and general unrest, which could harm our business.

Our insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East or for any resulting disruption in our operations. Although the Israeli government has in the past covered the reinstatement value of direct damages that were caused by terrorist attacks or acts of war, we cannot be assured that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred and the government may cease providing such coverage or the coverage might not suffice to cover potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

The tax benefits available to our Israeli subsidiary terminated in 2020 and we expect our Israeli subsidiary to become subject to an increase in taxes.

Our Israeli subsidiary has benefited from a status of a “Beneficiary Enterprise” under the Israeli Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law, since its incorporation. As of June 30, 2024, the tax benefit that we have been utilizing for our Israeli subsidiary terminated. A tax rate of 16% should be paid by our Israeli subsidiary per such eligible income under the terms of the Investment Law, subject to meeting various conditions. To the extent we do not meet these conditions, our Israeli operations will be subject to a corporate tax at the standard rate of 23%. If the Israeli subsidiary is subject to a corporate tax at the standard rate, it may adversely affect our tax expenses and effective tax rates. Additionally, if our Israeli subsidiary increases its activities outside of Israel, for example, through acquisitions, these activities may not be eligible for inclusion in Israeli tax benefit programs. The tax benefit derived from the Investment Law is dependent upon the ability to generate sufficient taxable income. Accordingly, our Israeli subsidiary may be unable to earn enough taxable income in order to fully utilize its tax benefits.

Risks Related to the Ownership of our Common Stock

Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.

Sales of a substantial number of shares of our common stock into the public market, or the perception that these sales might occur, for whatever reason, including as a result of the conversion of the outstanding 2025 Notes or future public equity offerings, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our common stock.

As of June 30, 2024, we had options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) outstanding that, if fully vested and exercised, would result in the issuance of approximately 7.8 million shares of our common stock. All of the shares of our common stock issuable upon exercise of options and vesting of RSUs and PSUs have been registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance as permitted by any applicable vesting requirements.

Our stock price has been and will likely continue to be volatile.

The market price for our common stock has been, and is likely to continue to be, volatile for the foreseeable future, and is subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors, as well as the volatility of our common stock, could affect the price at which our convertible noteholders could sell the common stock received upon conversion of the 2025 Notes and could also impact the trading price of the 2025 Notes. The market price of our common stock may fluctuate significantly in response to a number of factors, many of which we cannot predict or control, including the factors listed below and other factors described in this “Risk Factors” section:

• actual or anticipated fluctuations in our results or those of other companies in our industry;

• the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

• failure of securities analysts to maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

• ratings changes by any securities analysts who follow our company;

• announcements of new products, services or technologies, commercial relationships, acquisitions or other events by us or other companies in our industry;

• new announcements that affect investor perception of our industry, including reports related to the discovery of significant cyberattacks;

• changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

• price and volume fluctuations in certain categories of companies or the overall stock market, including as a result of trends in the global economy;

• the trading volume of our common stock;

• investor confusion with respect to the Company's results of operation during the SaaS transition;

• changes in accounting principles;

• sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;

• additions or departures of any of our key personnel;

• lawsuits threatened or filed against us;

• short sales, hedging and other derivative transactions involving our capital stock;

• general economic conditions in the United States and abroad, including inflationary pressures and higher interest rates;

• changing legal or regulatory developments in the United States and other countries;

• conversion of the 2025 Notes; and

• other events or factors, including those resulting from war, incidents of terrorism, pandemics, natural disasters or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business

and adversely affect our business, results of operations, financial condition and cash flows and may cause a significant increase in the premium paid for our directors and officers insurance.

We do not intend to pay dividends on our common stock, so any returns will be limited to the value of our stock.

We have never declared or paid cash dividends on our common stock. We currently anticipate that we will retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will be dependent on a number of factors, including our financial condition, results of operations, capital requirements, share repurchases, general business conditions and other factors that our board of directors may deem relevant. Until such time that we pay a dividend, stockholders, including holders of our 2025 Notes who receive shares of our common stock upon conversion of the 2025 Notes, must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Anti-takeover provisions in our charter documents and under Delaware law and provisions in the indenture for our 2025 Notes could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management, thereby depressing the trading price of our common stock and 2025 Notes.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may delay, discourage or prevent an acquisition of us or a change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. These provisions include:

• authorizing “blank check” preferred stock, which could be issued by the board without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock, which would increase the number of outstanding shares and could thwart a takeover attempt;

• a classified board of directors whose members can only be dismissed for cause;

• the prohibition on actions by written consent of our stockholders;

• the limitation on who may call a special meeting of stockholders;

• the establishment of advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon at stockholder meetings; and

• the requirement of at least 75% of the outstanding capital stock to amend any of the foregoing second through fifth provisions.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us, unless the merger or combination is approved in a prescribed manner. Although we believe these provisions collectively provide for an opportunity to obtain greater value for stockholders by requiring potential acquirers to negotiate with our board of directors, they would apply even if an offer rejected by our board were considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

In addition, if a “fundamental change” occurs prior to the maturity date of the 2025 Notes, holders of the 2025 Notes will have the right, at their option, to require us to repurchase all or a portion of their Convertible Notes. If a “make-whole fundamental change” (as defined in the Indenture) occurs prior the maturity date, we will in some cases be required to increase the conversion rate of the 2025 Notes for a holder that elects to convert its 2025 Notes in connection with such “make-whole fundamental change.” These features of the 2025 Notes may make a potential acquisition more expensive for a potential acquiror, which may in turn make it less likely for a potential acquiror to offer to purchase our company, or reduce the amount of consideration offered for each share of our common stock in a potential acquisition. Furthermore, the Indenture prohibits us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the 2025 Notes.

General Risks Factors

Real or perceived errors, failures or bugs in our software could adversely affect our growth prospects.

Because our software uses complex technology, undetected errors, failures or bugs may occur. Our software is often installed and used in a variety of computing environments with different operating system management software, and equipment and networking configurations, which may cause errors or failures of our software or other aspects of the computing environment into which it is deployed. In addition, deployment of our software into computing environments may expose undetected errors, compatibility issues, failures or bugs in our software. Despite testing by us, errors, failures or bugs may not be found in our software until it is released to our customers. Moreover, our customers could incorrectly implement or inadvertently misuse our software, which could result in customer dissatisfaction and adversely impact the perceived utility of our products as well as our brand. Any of these real or perceived errors, compatibility issues, failures or bugs in our software could result in negative publicity, reputational harm, loss of or delay in market acceptance of our software, loss of competitive position or claims by customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem. Alleviating any of these problems could require significant expenditures of our capital and other resources and could cause interruptions or delays in the use of our solutions, which could cause us to lose existing or potential customers and could adversely affect our operating results and growth prospects.

We may require additional capital to support our business growth, and this capital might not be available on acceptable terms, or at all.

We continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our software, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financing to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected.

Our business is subject to the risks of fire, power outages, floods, earthquakes, pandemics and other catastrophic events, and to interruption by manmade problems such as terrorism and war.

A significant natural disaster, such as a fire, flood or an earthquake, an outbreak of a pandemic disease or a significant power outage could have a material adverse impact on our business, results of operations and financial condition. In the event our customers’ IT systems or our channel partners’ selling or distribution abilities are hindered by any of these events, we may miss financial targets, such as revenues and sales targets, for a particular quarter. Further, if a natural disaster occurs in a region from which we derive a significant portion of our revenue, customers in that region may delay or forego purchases of our products, which may materially and adversely impact our results of operations for a particular period. In addition, acts of terrorism or war could cause disruptions in our business or the business of channel partners, customers or the economy as a whole. Given our typical concentration of sales at each quarter end, any disruption in the business of our channel partners or customers that impacts sales at the end of our quarter could have a significant adverse impact on our quarterly results. All of the aforementioned risks may be augmented if the disaster recovery plans for us and our channel partners prove to be inadequate. To the extent that any of the above results in delays or cancellations of customer orders, or the delay in the development, deployment or shipment of our products, our business, financial condition and results of operations would be adversely affected.

Changes in financial accounting standards may adversely impact our reported results of operations.

New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our operating results or the way we conduct our business.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors. We do not have any control over these analysts or their expectations

regarding our performance on a quarterly or annual basis. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our stock price would likely decline. If we fail to meet one or more of these analysts’ published expectations regarding our performance on a quarterly basis, our stock price or trading volume could decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

We are obligated to develop and maintain proper and effective internal control over financial reporting. These internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

We are required, pursuant to Section 404 of the Sarbanes–Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We are also required to have our independent registered public accounting firm issue an opinion on the effectiveness of our internal control over financial reporting on an annual basis. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.

Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock.


Item 5.			Other Information

During the fiscal quarter ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.


Item 6.			Exhibits

The exhibits listed below in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	VARONIS SYSTEMS, INC.

July 30, 2024	By:	/s/ Yakov Faitelson
		Yakov Faitelson
		Chief Executive Officer and President (Principal Executive Officer)

July 30, 2024	By:	/s/ Guy Melamed
		Guy Melamed
		Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX


Exhibit Number			Description of the Document

3.1(1)			Amended and Restated Certificate of Incorporation

3.2(2)			Amended and Restated Bylaws

10.1†(3)			Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan

10.2 †			Employment Agreement, dated as of May 15, 2024, by and between Varonis Systems , Inc . and Yakov Faitelson

10.3 †			Employment Agreement, dated as of May 15, 2024, by and between Varonis Systems Ltd. and Yakov Faitelson

31.1			Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002

31.2			Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002

32.1*			Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002

32.2*			Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002

101			The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Loss, (iv) the Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity, (v) the Unaudited Condensed Consolidated Statements of Cash Flows and (vi) related notes to these condensed consolidated financial statements, tagged as blocks of text and in detail

104			Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

____________


†			Indicates management contract or compensatory plan or arrangement.
*			Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.
(1)			Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2014 (File No. 001-36324) (the “Company’s First Quarter 2014 Form 10-Q”) and incorporated herein by reference.
(2)			Filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission on February 8, 2022 (File No. 001-36324) and incorporated herein by reference.
(3)			Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on June 5, 2024 (File No. 001-36324) and incorporated herein by reference.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this May 15, 2024, by and between Varonis Systems, Inc., a Delaware corporation (“Varonis” or “Company”), and Yakov Faitelson (the "Employee"). This Agreement supersedes and replaces in all respects the Employment Agreement by and between Varonis and Employee, dated as of February 10, 2014 (the “Prior Agreement”). The parties desire to enter into this Agreement to state the terms and conditions of the Employee's engagement with the Company. In consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto hereby declare and agree as follows:

1. Engagement and Duties

1.1.As of May 20, 2024 (the "Effective Date"), the Employee shall be employed by the Company, in the position of Chief Executive Officer & President with global responsibilities, on the terms and conditions contained in this Agreement.

1.2.Employee shall be subject to the supervision and authority of, and shall report to, the Board of Directors of Varonis (the “Board of Directors”). The Employee shall allocate his time and efforts to the various locations of Varonis around the world as required by his position and reasonably requested by the Board of Directors.

1.3.Employee shall perform and discharge well and faithfully all duties that may be assigned to him by the Company from time to time. Employee shall use his best endeavors to promote the interests of the Company. Employee shall be required to devote his work time, energy, talent, working knowledge, experience and best efforts to the business and affairs of the Company and to the performance of his duties hereunder. Accordingly, Employee shall not assume, directly or indirectly, any additional professional obligations unrelated to the Company or its subsidiaries, whether or not such obligation is rendered for any gain, without the prior approval of the Company and in accordance with its terms. Employee shall use his best endeavors to protect the good name of the Company and shall not perform any act that may bring the Company into disrepute.

1.4.The Employee shall immediately notify the Company of any actual or potential personal interest in any of the Company’s business or of any conflict of interest that may arise with respect to his employment.

1.5.The Employee hereby undertakes to comply with all Company’s disciplinary regulations, work rules, policies, procedures and objectives, as in effect from time to time (the "Rules"). This Agreement prevails to the extent of any inconsistency with the Rules.

1.6.By signing this Agreement, Employee consents that the information in this Agreement and any information concerning him gathered by the Company (including before the signing date of this Agreement), will be held and managed by the Company or on their behalf, inter alia, on databases according to law, and that the Company shall be entitled to transfer such information to third parties, (including to countries which have a different level of data protection than that existing in US), including affiliates, business partners or contractors/service providers. The Company undertakes that the information will be used and transferred for legitimate business purposes only. Without derogating from the generality of the above, such purposes may include human resources management, compliance with law, and assessment of potential transactions, to the extent required while maintaining the Employee’s right to privacy. Some of the information provided by Employee to the Company is required to be provided under law, whereas other information is provided of the Employee's own free will and consent.

Additionally, Employee hereby agrees that the Company can use Employee’s photograph, voice, and any reproduction or simulation thereof, in the media (including social media) and advertisements, for legitimate Company purposes, such as marketing and employer branding.

accordance with the Company’s policy and guidelines as in force from time to time and subject to applicable law. For the purposes of this Section, the term "Systems" includes telephone, computers, computer system, internet server, electronic database and software, whether under the Employee's direct control or otherwise and including if are owned by the Employee and used to access Company’s resources. The Employee may use the Company’s Systems for reasonable personal use all subject to Company’s policy as in force from time to time.

1.8.By signing this Agreement, the Employee acknowledges that during execution of his employment duties he may have access to Personal Information (as defined below) of other employees and contractors of the Company, its affiliates and/or their clients and potential clients (“Clients”). Therefore, by signing this Agreement, the Employee hereby undertakes as follows: (i) the Employee will take all precautions to maintain the confidentiality and privacy of the Personal Information and to protect the Personal Information from unauthorized use or disclosure; (ii) the Employee shall act in accordance with Varonis policies and instructions with regard to the safekeeping of the Personal Information and shall keep all Personal Information only in the secured location (physical or electronic) that was designated for this purpose; (iii) the Employee shall access and reproduce the Personal Information only to the minimal extent necessary for the performance of his position in the Company; (iv) the Employee shall keep the Personal Information in confidence and disclose it only to those with a legitimate business need to know and who are under privacy and confidentiality restrictions not materially less restrictive than his own; (v) the Employee shall not allow anyone to access any Confidential and Personal Information on Varonis’ systems or premises using his credentials without his constant control and supervision; (vi) the Employee will immediately notify the Company’s security department (soc@varonis.com) if he becomes aware of any unauthorized use or breach of the Confidential and Personal Information, or passwords.

In this section, “Personal Information” means any and all information relating to an identified or identifiable natural person and any information related to that person.

1.9.As a condition precedent to the coming into force of this Agreement, the Employee shall execute the Confidential Information, Invention Assignment and Non-Competition Agreement attached hereto as Exhibit A (the "Proprietary Rights Agreement"). The Proprietary Rights Agreement shall survive the termination of this Agreement.

2.Salary

2.1.Employee shall be entitled to a total gross annual salary of USD 560,000 (the “Annual Salary”), which may be paid by the Company or its subsidiaries, as applicable.

2.2.The Annual Salary may be increased, but not decreased (other than pursuant to an across-the-board reduction that applies to all employees or solely to senior executives of the Company) in the discretion of the Compensation Committee of the Board of Directors (the “Compensation Committee”) or the Board of Directors.

2.3.The annual Salary shall be paid in 24 equal bi-monthly installments in accordance with the usual payroll practices of Varonis in effect from time to time.

2.4.All salary-based social benefits will be calculated based on the Annual Salary.

3.Annual Bonus. Employee shall have an annual discretionary target bonus opportunity equal to USD 440,000, to be paid, by the Company or its subsidiaries, as applicable, upon satisfaction of certain criteria established by the Compensation Committee or the Board of Directors and subject to the terms of any annual bonus plan established by the Compensation Committee or the Board of Directors governing such bonus opportunity (the “Annual Bonus”). The target of the Annual Bonus opportunity is determined annually in the discretion of the Compensation Committee or the Board of Directors.

4.Fringe and Social Benefits

4.1.Vacation Days. The Employee shall be entitled to a total of 24 vacation days per year, allocated to the Company or its subsidiaries, as applicable, during each 12 (twelve) months’ period of his employment, or a greater amount if required by law.

The Employee will make every effort to exercise his annual vacation; however, if the Employee is unable to utilize all the vacation days, he shall be entitled to accumulate the unused balance of the vacation days standing to his credit up to a maximum amount of two times the number of annual leave days available to the Employee as provided in this section above (the "Maximum Amount"). Any accumulation of vacation days, in excess of the Maximum Amount, requires the specific written consent of the relevant Company. Unused vacation days are not redeemable, except upon termination of employment in accordance with applicable law; however, any unused and accrued vacation days in excess of the Maximum Amount are not redeemable.

4.2.Welfare Benefits. While employed by Varonis, Employee will be entitled to participate, to the extent eligible thereunder, in all benefit plans and programs maintained from time to time for Varonis employees, including, without limitation, medical, dental and other benefits such as a 401(k) plan, in accordance with the terms thereof in effect from time to time, on a basis no less favorable than other senior management employees of Varonis. For purposes of clarification, nothing contained in this Agreement shall limit or otherwise affect the ability of Varonis to amend, terminate or otherwise modify any such benefit plan or program now or hereafter in existence in accordance with its terms and applicable law.

4.3.Expenses Reimbursement. The Employee shall be entitled to be reimbursed for all actual business expenses arising out of business travel, lodging and meals, subject to the Employee providing proper documentation and provided further that such business expenses have been approved in advance, all in accordance with Company’s applicable policy and procedures as shall be from time to time.

5.Allocation. Varonis and Varonis Systems Ltd. (a wholly owned subsidiary of Varonis) shall pay or provide their prorated portions of the Annual Salary, Annual Bonus and vacation days, based on the analysis of the relative contribution of The Employee to Varonis and Varonis Systems Ltd. The separate employment agreement between the Employee and Varonis Systems Ltd. shall apply to the respective prorated portion in accordance with its terms.

6.Taxes

All taxable compensation payable to the Employee for his employment with Varonis pursuant to this Agreement shall be subject to any applicable withholding taxes and such other taxes as are required under Federal law or the law of any US state or governmental body to be collected with respect to compensation paid by Varonis to Employee.

It is intended that (i) each installment of the payments provided under this Agreement with regard to Employee’s employment with Varonis, is a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Employee participates during his employment with Varonis or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (x) the amount eligible for reimbursement or payment under such plan or arrangement in one (1) calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (y) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

7.Term of Employment

7.1.Employee's employment under this Agreement shall commence on the Effective Date and shall continue for an unfixed term until terminated by either party as set forth herein.

7.2.Each party may terminate this agreement by providing 90 days’ prior written notice to the other party (the "Notice Period"). To the extent the termination circumstances are covered under the Severance Plan executed between the parties, the Severance Plan shall govern.

7.3.During the Notice Period, the Employee shall continue to perform his duties to the Company, in accordance with Company’s instructions, until the expiration of the Notice Period, unless the Company instructs otherwise. Nevertheless, the Company shall have the right to terminate the Employee's employment (regardless of the initiator of the termination) without providing the Notice Period in whole or in part, by giving him notice together with payment in lieu of all or part of the Notice Period, as the case may be, according to law. In such case, the Employee's employment shall be deemed to have ceased on the date of the receipt of the notice from the Company.

7.4.Notwithstanding the above, the Company, by service of written notice upon the Employee, shall be entitled to terminate the employment hereunder with immediate effect where said termination is a Termination for Cause.

The term "Termination for Cause" shall have the meaning attributed to it in the Varonis Systems Severance Plan, attached as Exhibit C to this Agreement, as may be amended from time to time (the “Severance Plan”).

7.5.Upon the expiration or termination of this Agreement, and in accordance with Company’s instructions, the Employee shall help assure the smooth transfer of responsibilities to his successor, by coordinating with his successor and helping familiarize him with the Company and the nature of the employment.

7.6.Upon the termination of Employee’s employment for any reason, Employee shall resign each position that Employee then holds as an officer of either of the Company or as an officer or director of any of the Company’s subsidiaries. Employee’s execution of this Agreement shall be deemed the grant by Employee to the officers of the Company of a limited power of attorney to sign in Employee’s name and on Employee’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

8.The Exclusivity of the Agreement

8.1.This Agreement is personal and the terms and conditions of the employment shall be solely as set forth herein. The Employee hereby undertakes to keep the contents of this Agreement confidential and not to disclose the content of this Agreement to any third party without the prior written consent of the Company (except to Employee’s immediate family and tax or legal advisors). Violation of the provision of this Section by the Employee will be deemed material breach of this Agreement.

8.2.This Agreement, including its exhibits, is the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior understandings, agreements, covenants and discussions between them, oral or written, including, without limitation, the Prior Agreement, and is intended, to the extent allowed under applicable law, to override any statutory provisions related to the employment of the Employee by the Company.

9.Absence of Impediment

The Employee warrants, confirms and undertakes that he is entitled to enter into this Agreement and to assume all the obligations pursuant hereto, that there is no contractual or other impediment to his entering into this Agreement and to his engagement by the Company and that in entering into this Agreement he is not in breach of any other agreement or obligation to which he is or was a party.

10.Miscellaneous

10.1.The Company shall be entitled to set-off any amount owed to the Company by the Employee, from any source whatsoever, from any amount owed by the Company to the Employee from any source whatsoever, to the extent allowed by applicable law.

10.2.The Company’s failure or delay in enforcing any of the provisions of this Agreement shall not in any way be construed as a waiver of any such provisions, or prevent the Company thereafter from enforcing each and every other provision of this Agreement which were previously not enforced.

10.3.This Agreement shall be interpreted and construed in accordance with the laws of the State of Delaware. The parties submit to the exclusive jurisdiction of the competent courts of Delaware in any dispute related to this Agreement.

10.4.Captions and paragraph headings used in this Agreement are for convenience only and shall not be used in the construction or interpretation thereof.

10.5.This Agreement shall not be amended, modified or varied by any oral agreement or representation other than by a written instrument executed by the Company.

10.6.The provisions of this Agreement shall, where possible, be interpreted in a manner necessary to sustain their legality and enforceability. Without derogating from the foregoing, in the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect due to the fact that it is over-broad or insufficiently limited in time, geography or else, the parties hereby authorize, to the maximum extent legally permissible, the tribunal interpreting such provision(s) to replace the invalid, illegal or unenforceable provision(s) with valid provision(s) the effect of which come as close as possible to that of the invalid, illegal or unenforceable provision(s). The validity, legality and enforceability of the remaining provisions contained herein shall in no way be affected or impaired as a result of any provision contained in this Agreement being held invalid, illegal or unenforceable in any respect.

PLEASE READ THIS EMPLOYMENT AGREEMENT CAREFULLY AND RETURN IT SIGNED TO THE COMPANY.

IN WITNESS WHEREOF, the parties have duly executed this Employment Agreement on the day and year set forth above.


Varonis Systems, Inc.			__/s/ Yakov Faitelson_____________
_/s/ Dana Shahar_______________			Yakov Faitelson
Dana Shahar
CHRO

Exhibit A

CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT

AND NON-COMPETITION UNDERTAKING

I, Yakov Faitelson, am employed by Varonis Systems, Inc., pursuant to an employment agreement to which this Confidential Information, Invention Assignment and Non-Competition Undertaking (“Undertaking”) is attached as Exhibit B (the “Agreement”).

As a condition of my employment with Varonis Systems, Inc., I undertake the following towards Varonis Systems, Inc. and its subsidiaries, affiliates, successors or assigns (together, the “Company”):

1.Confidential Information

A.Company Information. I agree at all times during the term of the Agreement and at any time thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Company’s legal department, any Confidential Information of the Company, except under a non-disclosure agreement duly authorized and executed by the Company. I understand that “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Company, technical data, data bases, trade secrets as defined under the Defend Trade Secrets Act of 2016 (“Trade Secrets”) or know-how, including, but not limited to, research, product plans or other information regarding Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my employment), any information about employment conditions, employees, contractors or services providers, recruitment and retention policies, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information and information of any third-party person or entity that has entrusted information to the Company in confidence. I further understand that Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. If a particular aspect or portion of Confidential Information becomes subject to any of the foregoing exceptions, all other aspects or portions of such information shall remain subject to all of the conditions, provisions and terms contained in this Agreement. A combination or sequence of Confidential Information, taken as a whole, shall not be deemed within any of the foregoing exceptions merely because all or some of the individual parts of such combination or sequence of Confidential Information shall be subject to such exceptions.

I understand that nothing in this Agreement prohibits me from reporting possible violations of law to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of any applicable federal, state or other law or regulation. I further understand that I need not obtain prior authorization from the legal department or any other person or body within the Company to make any such reports or disclosures and I am not required to notify the Company of such reports or disclosures. Further, nothing herein prohibits me from reporting possible violations of Company policies through the internal mechanisms for properly reporting issues.

B.Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any confidential or proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

C.Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

D.Survivability. I agree that the obligations set forth in this section are perpetual, and shall survive termination of my employment with the Company.

2.Inventions

A.Inventions Retained and Licensed. I have attached hereto, as Appendix C1, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets (trade secrets in summary form only) which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into a Company product, process or service a Prior Invention owned by me or in which I have an interest, I hereby grant to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license to make, have made, modify, use, sub-license, and sell such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.

B.Assignment of Inventions. I understand that the Company is engaged in the business of information security an unstructured data management software (the “Business”). I agree that the Company shall be the owner, automatically upon creation, of all right, title and interest in, to and under any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or Trade Secrets, whether or not patentable or registrable under patent, copyright or similar laws (“Inventions”), that are directly related to the Business and any ensuing rights, including all rights, powers, privileges and immunities arising thereunder or conferred thereby, and all applications for intellectual or industrial property that may hereinafter be filed for such Inventions in any jurisdiction, and all divisions, renewals and continuations thereof, and all registrations that may be granted thereon and all extensions and reissues thereof, together with any and all rights of priority relating to the Inventions and any registrations that may be granted thereon, expressly including the right to sue for past infringement (all the above together referred to as the “Company Inventions”).

I agree and undertake to: (i) promptly disclose to the Company in writing, sufficient to identify the Company’s Inventions in question, the creation or existence of all Company Inventions; and (ii) take such action, during the term of the Agreement and thereafter, as the Company may request, to evidence, transfer, vest or confirm the Company’s right, title and interest in and to the Company Inventions.

Should ownership in any of the Company Inventions, as a matter of law, not vest in the Company upon creation, then I undertake to assign and do hereby irrevocably and unconditionally assign to the Company, its successors, legal representatives and assigns all right, title and interest in, to and under the Company Inventions to the extent that I may have such rights, and I shall have no right whatsoever in, to and under the Company Inventions.

is developed entirely on my own time, or (b) does not relate to the business efforts or research and development efforts in which, during the period of my employment, the Company actually is engaged or reasonably would be engaged, and provided that neither (a) nor (b) results from the use of premises, equipment, or resources owned or leased by the Company; provided, however, that I agree that I shall promptly disclose to the Company any such developments for the purpose of determining whether they qualify for such exclusion. I understand that, to the extent this Agreement is required to be construed in accordance with applicable laws which preclude a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 2B will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.

For the purposes of this Agreement, “Intellectual Property” shall mean all inventions, ideas, concepts, discoveries, innovations, and improvements, whether or not patentable, algorithms, binary code, brands, business methods, computer programs, computer software code (in any form), concepts, confidential information, firmware, composition of matter or materials, certification marks, collective marks, data, databases, database structure, designs, derivative works, documents, file layouts, formulae, goodwill, improvements, industrial design, information, integrated circuits, know-how, logos, manufacturing information, processes, and techniques, mask works, materials, methods, moral rights, original works of authorship (whether or not copyrightable), plans, processes, proprietary technology, reputation, research results, research records, semiconductor chips, service marks, specifications, systems, techniques, trade secrets, trademarks, trade names, trade styles, and technical information, and all intellectual property rights in all of the foregoing, including, but not limited to, patents, patent applications, patent rights, including, but not limited to, all continuations, continuations-in-part, divisions, reissues, re-examinations and extensions, and utility models, and all other intellectual property rights analogous to the foregoing anywhere in the world.

C.Waiver of rights. I hereby waive now and in the future, any claim to any right, moral rights, compensation or reward, that I may have in connection therewith. This clause also constitutes an express waiver of any rights I may have under 17 U.S.C. §106A of the U.S. Copyright Law.

D.Maintenance of Records. I agree to keep and maintain adequate and current written records of all Company Inventions made by me (solely or jointly with others). The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

E.Protection and Registration of Company Inventions. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure and protect the Company’s rights in the Company Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries. I further covenant and agree that I will communicate to the Company, its successors, legal representatives and assigns, any facts known to me representing the Company Inventions, testify in any legal proceeding, sign all lawful papers, execute all divisional, continuing, reissue and foreign applications, make all rightful oaths, and generally do everything possible to aid the Company, its successors, legal representatives and assigns, to obtain and enforce proper protection for the Company Inventions.

I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for the Company's Inventions, anywhere in the world, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents and their respective designees as my agent and attorney in fact (such appointment being coupled with an interest), to act for and in my behalf and stead to do any action and make any legal disposition in respect of the Company’s Inventions, including without limitation, to execute and file any documents, and generally do everything possible to ensure that the Company, its successors, legal representatives

and assigns, obtain and enforce proper protection for the Company’s Inventions in all jurisdictions, including, but not limited to, evidencing inventorship, authorship, and ownership, all the foregoing with the same legal force and effect as if executed by me.

F.Survivability. I agree that the obligations set forth in this Section 2 are perpetual, and shall survive termination of my employment with the Company.

3.Conflicting Employment.

A.I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation or consulting directly related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the Company.

B.Prior Relationships. Without limiting Section 3.A, I represent and warrant that I have no other agreements, relationships or commitments to any other person or entity that conflict with the provisions of this Agreement, my obligations to the Company under this Agreement or my ability to become employed and perform the services for which I am being hired by the Company. I further agree that if I have signed a confidentiality agreement or similar type of agreement with any former employer or other entity, I will comply with the terms of any such agreement to the extent that its terms are lawful under applicable law. I represent and warrant that after undertaking a careful search (including searches of my computers, cell phones, electronic devices, and documents), I have returned all property and confidential information belonging to all prior employers (and/or other third parties I have performed services for in accordance with the terms of my applicable agreement). Moreover, I agree to fully indemnify the Company, its directors, officers, agents, employees, investors, stockholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgments, settlements, and other losses incurred by any of them resulting from my breach of my obligations under any agreement with a third party to which I am a party or obligation to which I am bound, as well as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing party in such an action, except as prohibited by law.

4.Returning Company Documents. I agree that following the termination of the Agreement, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items, including any and all Confidential Information, developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns.

5.Notification of New Employer. In the event that I leave the employ of the Company, I hereby undertake to notify my new employer about my rights and obligations under this Agreement.

6.Non-Solicitation. I agree that during my employment with the Company and for a period of twelve (12) months immediately following the termination of my relationship with the Company whether initiated by me or by the Company and for any reason, whether with or without cause, I shall not either directly or indirectly: (i) solicit, induce, recruit or encourage any of the Company's personnel to leave their employment or change the terms of their employment, or take away such personnel, or attempt to solicit, induce, recruit, encourage or take away personnel of the Company, either for myself or for any other person or entity; or (ii) solicit, hire, endeavor to entice away from the Company or otherwise interfere with the relationship of the Company with any person or organization who is, or was within the preceding two years prior to termination of my employment, a customer or a supplier of the Company.

7.Conflict of Interest Guidelines. I agree to diligently adhere to the Conflict of Interest Guidelines attached as Appendix C2 hereto.

8.Non-competition. I shall not, during my employment with the Company and for a period of twelve (12) months immediately following the termination of my relationship with the Company whether initiated by me or by the Company and for any reason, whether with or without cause, directly or indirectly own an interest in, manage, operate, join, control, or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any person or organization that, competes with the Company anywhere in the world; provided that this undertaking shall not preclude me from owning a stock interest not greater than 2% in a publicly traded company. I further recognize and acknowledge that a breach of this Section 8 would cause the Company substantial non-revisable damages.

9.Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict herewith. I acknowledge that my obligations under Sections 6 and 8 herein are reasonable in light of my position and duties within the Company, the nature of the Company's business, the unique and valuable resources that the Company will invest in my training and the fact that the compensation to which I am entitled under the Employment Agreement has been calculated to include special consideration for my undertakings in these Sections.

10.Acknowledgement. Executive acknowledges and agrees that: (i) the business in which the Company is engaged is intensely competitive, (ii) Executive’s employment by the Company will require Executive to have access to, and knowledge of confidential information, which is of vital importance to the success of the Company, (iii) the disclosure or improper use of any confidential information could place the Company at a serious competitive disadvantage and could do them serious damage, financial and otherwise, (iv) Executive will develop relationships with clients and business partners pursuant to this Agreement at the time and expense of the Company, and (v) by Executive’s training, experience and expertise, Executive’s services to the Company are extraordinary, special and unique. Executive agrees and acknowledges that each restrictive covenant in this Section 6 (including, for all purposes of this Section 6(e), each restrictive covenant contained in the Restricted Covenant Agreement) is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its Affiliates, including the protection and continuity of the business and goodwill of the Company, imposes no undue hardship on Executive, is not injurious to the public, and that, notwithstanding any provision in this Agreement to the contrary, any violation of this restrictive covenant shall be specifically enforceable in any court of competent jurisdiction. Executive agrees and acknowledges that a portion of the compensation paid to Executive under this Agreement will be paid in consideration of the covenants contained in this Section 6, the sufficiency of which consideration is hereby acknowledged. If any provision of this Section 6 as applied to Executive or to any circumstance is adjudged by a court with competent jurisdiction to be invalid or unenforceable, the same shall in no way affect any other circumstance or the validity or enforceability of any other provisions of this Section 6. If the scope of any such provision, or any part thereof, is too broad to permit enforcement of such provision to its full extent, Executive agrees that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. Executive agrees and acknowledges that the breach of this Section 6 will cause irreparable injury to the Company and upon breach of any provision of this Section 6, the Company shall be entitled to injunctive relief, specific performance or other equitable relief by any court with competent jurisdiction without the need to prove the inadequacy of monetary damages or post a bond; provided, however, that this shall in no way limit any other remedies which the Company may have

(including, without limitation, the right to seek monetary damages). Each of the covenants in this Section 6 shall be construed as an agreement independent of any other provisions in this Agreement.

11.General Provisions

A.Governing Law; Consent to Jurisdiction. This Agreement will be governed by the laws of the State of Delaware. I hereby expressly consent to the jurisdiction of the competent courts of the State of Delaware for any lawsuit filed there against me by the Company arising from or relating to this Agreement.

B.Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions or representations between us including, but not limited to, any representations made during my interview(s) or relocation negotiations, whether written or oral. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the Company and me. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. My undertakings hereunder are in addition to, and do not derogate from, any obligation to which I may be subject under applicable law or any Company policy or agreement.

C.Severability. The provisions of this Agreement shall, where possible, be interpreted in a manner necessary to sustain their legality and enforceability. Without derogating from the foregoing, in the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect due to the fact that it is over-broad or insufficiently limited in time, geography or else, I hereby authorize, to the maximum extent legally permissible, the tribunal interpreting such provision(s) to replace the invalid, illegal or unenforceable provision(s) with valid provision(s) the effect of which come as close as possible to that of the invalid, illegal or unenforceable provision(s). The validity, legality and enforceability of the remaining provisions contained herein shall in no way be affected or impaired as a result of any provision contained in this Agreement being held invalid, illegal or unenforceable in any respect.

D.Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company and its parent company, and their respective subsidiaries, affiliates, successors and assigns.

Date ____May 15, 2024_____ Signature _/s/ Yakov Faitelson_______________

Employee name: Yakov Faitelson

Varonis Systems, Inc. hereby agrees to and accepts the assignment of all rights in the Company Inventions.

_/s/ Dana Shahar___________________ __May 15, 2024____

Varonis Systems, Inc. Date

Dana Shahar

CHRO

Appendix C1

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

•If no inventions or improvements – Please leave blank and sign below

•If there are inventions or improvements on your name please send in separate document / mail the Identifying Number or brief description.

Additional Sheets Attached

Signature of Employee: /s/ Yakov Faitelson

Print Name of Employee: Yakov Faitelson

Date: __May 15, 2024_______

Appendix C2

CONFLICT OF INTEREST GUIDELINES

It is the policy of Varonis (the "Company") to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees and independent contractors must avoid activities which are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations which must be avoided. Any exceptions must be reported to the CEO of the Company and written approval for continuation must be obtained.

1.Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The Confidential Information, Invention Assignment and Non-competition Agreement elaborates on this principle and is a binding agreement.)

2.Accepting or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company.

3.Participating in civic or professional organizations that might involve divulging confidential information of the Company.

4.Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement.

5.Initiating or approving any form of personal, social or sexual harassment of employees.

6.Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company.

7.Borrowing from or lending to employees, customers or suppliers.

8.Acquiring real estate of interest to the Company.

9.Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist.

10.Unlawfully discussing prices, costs, customers, sales or markets with competing companies or their employees.

11.Making any unlawful agreement with distributors with respect to prices.

12.Improperly using or authorizing the use of any inventions which are the subject of patent claims of any other person or entity.

13.Engaging in any conduct which is not in the best interest of the Company.

Each officer, employee and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in discharge without warning.

The above is in addition to, and does not derogate from, any obligations each officer, employee and/or independent contractor may have under law, agreement or any other binding source.

Exhibit C

VARONIS SYSTEMS SEVERANCE PLAN


Confidential

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the "Agreement") is made and entered into this May 15, 2024, by and between Varonis Systems Ltd., an Israeli corporation (Identification Number: 513611533) (“Varonis” or “Company”), and Yakov Faitelson, ID No. [ ] (the "Employee"). The parties desire to enter into this Agreement to state the terms and conditions of the Employee's engagement with the Company. In consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto hereby declare and agree as follows:

1. Engagement and Duties

1.1.As of May 20, 2024 (the "Effective Date") the Employee shall be employed by the Company, in the position of Chief Executive Officer & President, on the terms and conditions contained in this Agreement.

1.2.Employee shall be subject to the supervision and authority of, and shall report to, the Board of Directors of Varonis (the “Board of Directors”).

1.3.Employee shall perform and discharge well and faithfully all duties that may be assigned to him by the Company from time to time. Employee shall use his best endeavors to promote the interests of the Company. Employee shall be required to devote his work time, energy, talent, working knowledge, experience and best efforts to the business and affairs of the Company and to the performance of his duties hereunder. Accordingly, Employee shall not assume, directly or indirectly, any additional professional obligations unrelated to the Company or its affiliates, whether or not such obligation is rendered for any gain, without the prior approval of the Company and in accordance with its terms. Employee shall use his best endeavors to protect the good name of the Company and shall not perform any act that may bring the Company into disrepute.

1.6.By signing this Agreement, Employee consents that the information in this Agreement and any information concerning him gathered by the Company (including before the signing date of this Agreement), will be held and managed by the Company or on their behalf, inter alia, on databases according to law, and that the Company shall be entitled to transfer such information to third parties, (including to countries which have a different level of data protection than that existing in Israel), including affiliates, business partners or contractors/service providers. The Company undertakes that the information will be used and transferred for legitimate business purposes only. Without derogating from the generality of the above, such purposes may include human resources management, compliance with law, and assessment of potential transactions, to the extent required while maintaining the Employee’s right to privacy. Some of the information provided by Employee to the Company is required to be provided under law, whereas other information is provided of the Employee's own free will and consent.


Confidential

1.7.By signing this Agreement, Employee agrees that the Company may monitor his use of its Systems and copy, transfer and disclose all electronic communications and content transmitted by or stored in such Systems, in pursuit of the Company’s legitimate business interests, all in accordance with the Company’s policy and guidelines as in force from time to time and subject to applicable law. For the purposes of this Section, the term "Systems" includes telephone, computers, computer system, internet server, electronic database and software, whether under the Employee's direct control or otherwise and including if are owned by the Employee and used to access Company’s resources. The Employee may use the Company’s Systems for reasonable personal use all subject to Company’s policy as in force from time to time.

In this section, “Personal Information” means any and all information relating to an identified or identifiable natural person and any information related to that person.

1.9.As a condition precedent to the coming into force of this Agreement, the Employee shall execute the Confidential Information, Invention Assignment and Non-Competition Agreement attached hereto as Exhibit C (the "Proprietary Rights Agreement"). The Proprietary Rights Agreement shall survive the termination of this Agreement.

2.Salary

2.1.The Compensation Committee of the Board of Directors of Varonis (the “Compensation Committee”) or the Board of Directors of Varonis shall determine the gross annual salary of the Employee (the “Annual Salary”).

2.2.The applicable Annual Salary may be increased, but not decreased (other than pursuant to an across-the-board reduction that applies to all employees or solely to senior executives of the Company) in the discretion of the Compensation Committee or the Board of Directors.

2.3.The applicable portion of the Annual Salary shall be paid in equal monthly installments in NIS based on the applicable exchange rate each month (the “Monthly Salary”). The Monthly Salary for each month shall usually be payable at the 1st day of each following month in accordance with the Company’s normal payroll procedures, but not later than the 9th day of each month.


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2.4.Withholdings shall be deducted at source from any payments and benefits made by the Company to the Employee according to any applicable Israeli law, including, but not limited to, Israeli income tax, National Security ("Bituach Leumi") and Health Tax. The Employee shall bear any tax imposed in connection with the payments and benefits provided hereunder.

2.5.All salary-based social and fringe benefits will be calculated based on the applicable Annual Salary.

2.6.As the Employee is employed in a management position and in a position which requires a special degree of trust, the Hours of Work and Rest Law 1951, and any other law amending or replacing such law, does not apply to him or to his employment with the Company. The Employee acknowledges that his Monthly Salary nevertheless includes within it consideration that would otherwise have been due to him pursuant to such law.

3.Annual Bonus. The Compensation Committee or the Board of Directors shall determine the Employee’s annual discretionary target bonus opportunity, to be paid, as applicable, upon satisfaction of certain criteria established by the Compensation Committee and subject to the terms of any annual bonus plan established by the Compensation Committee governing such bonus opportunity (the “Annual Bonus”). The target of the Annual Bonus opportunity is determined annually in the discretion of the Compensation Committee or the Board of Directors. The applicable portion of the Annual Bonus shall be paid in NIS based on the applicable exchange rate at the time of payment.

4.Fringe and Social Benefits

4.1.Vacation Days. The Employee shall be entitled to a total of 24 vacation days per year, allocated to Varonis or its affiliates, as applicable, during each 12 (twelve) months’ period of his employment, or a greater amount if required by law.

The Employee will make every effort to exercise his annual vacation; however, if the Employee is unable to utilize all the vacation days, he shall be entitled to accumulate the applicable unused balance of the vacation days standing to his credit up to a maximum amount of two times the number of applicable annual leave days available to the Employee as provided in this section above (the "Maximum Amount"). Any accumulation of applicable vacation days, in excess of the Maximum Amount, requires the specific written consent of the relevant Company. Unused applicable vacation days are not redeemable, except upon termination of employment in accordance with applicable law; however, any applicable unused and accrued vacation days in excess of the Maximum Amount are not redeemable.

4.2.Pension Arrangement. The Employee shall be entitled to contributions to a pension arrangement of the Employee’s choice (the "Pension Arrangement"), at the following monthly rates:

(a)the Company shall contribute:

(i) 8.33% of the applicable Monthly Salary towards the severance pay component; and

(ii) 6.5% of the applicable Monthly Salary towards the pension component. In case the Employee is insured in a managers insurance policy or a provident fund (which is not a pension fund), the rate mentioned above shall include the rate of contributions towards the disability insurance (ביטוח אבדן כושר עבודה), ensuring loss of earning payment of 75% of the applicable Monthly Salary, but no less than 5% towards the pension component, all subject to the terms of the Extension Order regarding the Increase of Pension Contributions - 2016 (the "Pension Order 2016"). In accordance with the terms of the Pension Order 2016, if the said rate shall not be sufficient to insure the Employee’s in a disability insurance, the total rate of contributions shall increase up to 7.5% of the applicable Monthly Salary.

(b)The Company shall also deduct 6% of the applicable Monthly Salary to be paid on the Employee’s account towards the Pension Arrangement.

It is hereby agreed that the settlement regulated in the General Order as amended (attached as Exhibit B) published under section 14 of the Severance Pay Law 1963 applies. The Company’s contributions


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to the Employee’s Pension Arrangement will therefore constitute his entire entitlement to severance pay in respect of the paid applicable Monthly Salary, in place of any severance pay to which he otherwise may have become entitled at law.

The Company waives all rights to have its payments refunded, unless the Employee’s right to severance pay is denied by a judgment according to sections 16 or 17 of the Severance Pay Law or in the event that he withdraw monies from the pension arrangement in circumstances other than an Entitling Event, where an “Entitling Event” means death, disablement or retirement at the age of 60 or over.

4.3.Study Fund. The Company shall contribute an amount equal to 7.5% of the applicable Monthly Salary (but in any event, not more than the ceiling recognized by the Israeli income tax authorities) towards a study fund ("Keren Hishtalmut") (the "Study Fund"). The Employee shall contribute 2.5% of the applicable Monthly Salary (but in any event, not more than the ceiling recognized by the Israeli income tax authorities) towards such a fund (the sums contributed by the Employee shall be deducted directly from his applicable Monthly Salary by the Company). The Employee shall bear any and all taxes applicable in connection with amounts payable by him and/or the Company to the said Study Fund.

4.4.Company Car. The Employee is entitled to use a company vehicle, subject to execution of a car agreement as shall be provided to him by the Company. The vehicle shall be used in accordance with the practices and regulations of the Company, as updated from time to time. Employee shall bear any and all taxes applicable to him in connection with the vehicle and/or the use thereof and shall return the vehicle the Company’s principal office upon termination of Employee’s employment with the Company for any reason whatsoever. The Company vehicle shall replace the Employee’s entitlement to travel expense reimbursement according to law and accordingly, the employee shall not be entitled to any additional travel expenses.

4.5.Sick Leave. The Employee shall be entitled to sick leave for his employment with the Company, as provided by the Israeli Sickness Pay Law, 1976. However, it is the Company’s practice to pay the Employee’s full applicable Monthly Salary as of the first day of absence, if the Employee uses accrued sick days.

4.6.Recreation Pay ("Dmey Havraah"). The Employee shall be entitled to recreation pay in accordance with the law and his Scope of Employment with the Company.

4.7.Expenses Reimbursement. The Employee shall be entitled to be reimbursed for all actual business expenses arising out of business travel, lodging and meals, subject to the Employee providing proper documentation and provided further that such business expenses have been approved in advance, all in accordance with Company’s applicable policy and procedures as shall be from time to time.

5.Term of Employment

5.1.Employee's employment under this Agreement shall commence on the Effective Date and shall continue for an unfixed term until terminated by either party as set forth herein.

5.2.Each party may terminate this agreement by providing 90 days’ prior written notice to the other party (the "Notice Period"). To the extent the termination circumstances are covered under the Severance Plan executed between the parties, the Severance Plan shall govern.

5.3.During the Notice Period, the Employee shall continue to perform his duties to the Company, in accordance with Company’s instructions, until the expiration of the Notice Period, unless the Company instructs otherwise. Nevertheless, the Company shall have the right to terminate the Employee's employment (regardless of the initiator of the termination) without providing the Notice Period in whole or in part, by giving him notice together with payment in lieu of all or part of the Notice Period, as the case may be, according to law. In such case, the Employee's employment shall be deemed to have ceased on the date of the receipt of the notice from the Company.


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5.4.Notwithstanding the above, the Company, by service of written notice upon the Employee, shall be entitled to terminate the employment hereunder with immediate effect where said termination is a Termination for Cause.

The term "Termination for Cause" shall have the meaning attributed to it in the Varonis Systems Severance Plan, attached as Exhibit D to this Agreement, as may be amended from time to time (the “Severance Plan”).

5.5.Upon the expiration or termination of this Agreement, and in accordance with Company’s instructions, the Employee shall help assure the smooth transfer of responsibilities to his successor, by coordinating with his successor and helping familiarize him with the Company and the nature of the employment.

5.6.Upon the termination of Employee’s employment for any reason, Employee shall resign each position that Employee then holds as an officer of either of the Company or as an officer or director of any of the Company’s affiliates. Employee’s execution of this Agreement shall be deemed the grant by Employee to the officers of the Company of a limited power of attorney to sign in Employee’s name and on Employee’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

6.The Exclusivity of the Agreement

6.1.This Agreement is personal and the terms and conditions of the employment shall be solely as set forth herein. The Employee hereby undertakes to keep the contents of this Agreement confidential and not to disclose the content of this Agreement to any third party without the prior written consent of the Company (except to Employee’s immediate family and tax or legal advisors). Violation of the provision of this Section by the Employee will be deemed material breach of this Agreement.

6.2.This Agreement, including its exhibits, is the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior understandings, agreements, covenants and discussions between them, oral or written, including, without limitation, the Prior Agreement, and is intended, to the extent allowed under applicable law, to override any statutory provisions related to the employment of the Employee by the Company.

7.Absence of Impediment

8.Miscellaneous

8.1.The Company shall be entitled to set-off any amount owed to the Company by the Employee, from any source whatsoever, from any amount owed by the Company to the Employee from any source whatsoever, to the extent allowed by applicable law.

8.2.The Company’s failure or delay in enforcing any of the provisions of this Agreement shall not in any way be construed as a waiver of any such provisions, or prevent the Company thereafter from enforcing each and every other provision of this Agreement which were previously not enforced.

8.3.This Agreement applies only to the work days performed in Israel and no work outside of Israel will entitle the Employee to any payment or benefit in accordance with this Agreement. The Company shall pay or provide its prorated portions of the Annual Salary, Annual Bonus and vacation days, based on the analysis of the relative contribution of the Employee to the Company, as determined by the Company in its sole discretion.


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8.4.This Agreement shall be interpreted and construed in accordance with the laws of the State of Israel. The parties submit to the exclusive jurisdiction of the competent courts of Tel-Aviv in any dispute related to this Agreement.

8.5.Captions and paragraph headings used in this Agreement are for convenience only and shall not be used in the construction or interpretation thereof.

8.6.This Agreement shall not be amended, modified or varied by any oral agreement or representation other than by a written instrument executed by the Company.

8.7.The provisions of this Agreement shall, where possible, be interpreted in a manner necessary to sustain their legality and enforceability. Without derogating from the foregoing, in the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect due to the fact that it is over-broad or insufficiently limited in time, geography or else, the parties hereby authorize, to the maximum extent legally permissible, the tribunal interpreting such provision(s) to replace the invalid, illegal or unenforceable provision(s) with valid provision(s) the effect of which come as close as possible to that of the invalid, illegal or unenforceable provision(s). The validity, legality and enforceability of the remaining provisions contained herein shall in no way be affected or impaired as a result of any provision contained in this Agreement being held invalid, illegal or unenforceable in any respect.

8.8.This Agreement constitutes and replaces the Israeli Notification of Employment Conditions pursuant to the Notice to the Employee Law (Employment Conditions) 2002 (the "Notification"). The Notification is without prejudice to Employee’s rights pursuant to applicable law, any extension order or any collective agreement. By signing below, the Employee hereby acknowledges receipt of the Notification.

8.9.By signing this Agreement, the Employee consents to receive the pay slips from the Company in an electronic manner. The pay slips will be placed on a secure website and access to it may be gained through username and password that will be provided to the Employee. The Employee waives his right to receive a hardcopy of the pay slip, but he may withdraw such waiver at any time by providing a written notice to Payroll-IL@varonis.com. The Employee will be entitled to request access to the pay slips according to law.

PLEASE READ THIS EMPLOYMENT AGREEMENT CAREFULLY AND RETURN IT SIGNED TO THE COMPANY.

IN WITNESS WHEREOF, the parties have duly executed this Employment Agreement on the day and year set forth above.


Varonis Systems Ltd.			__/s/ Yakov Faitelson__________________
__/s/ Inbal Hass______________			Yakov Faitelson
Inbal Hass
VP Human Resources


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Exhibit B

•אישור כללי בדבר תשלומי מעבידים לקרן פנסיה ולקופת ביטוח במקום פיצויי פיטורים

•לפי חוק פיצויי פיטורים, התשכ"ג – 1963

בתוקף סמכותי לפי סעיף 14 לחוק פיצויי פיטורים, התשכ"ג-19631 (להלן: "החוק") אני מאשר כי תשלומים ששילם מעביד החל ביום פרסומו של אישור זה, בעד עובדיו לפנסיה מקיפה בקופת גמל לקצבה שאינה קופת ביטוח כמשמעותה בתקנות מס הכנסה (כללים לאישור ולניהול קופות גמל), התשכ"ד-19642 (להלן "קרן פנסיה") או לביטוח מנהלים הכולל אפשרות לקצבה בקופת ביטוח כאמור (להלן: "קופת ביטוח"), לרבות תשלומים ששילם תוך שילוב של תשלומים לקרן פנסיה ולקופת ביטוח (להלן: תשלומי המעביד"), יבואו במקום פיצויי הפיטורים המגיעים לעובד האמור בגין השכר שממנו שולמו התשלומים האמורים ולתקופה ששולמו (להלן: "השכר המופטר"), ובלבד שנתקיימו כל אלה:

•(1) תשלומי המעביד

(א) לקרן פנסיה אינם פחותים מ- % 1/3 14 מן השכר מופטר או 12% מן השכר המופטר אם משלם המעביד בעד עובדו בנוסף לכך גם תשלומים להשלמת פיצויי פיטורים לקופת גמל לפיצויים או לקופת ביטוח על שם העובד בשיעור של

% 1/3 2 מן השכר המופטר. לא שילם המעביד בנוסף ל- 12% גם % 1/3 2 כאמור, יבואו תשלומיו במקום 72% מפיצויי הפיטורים של העובד, בלבד;

(ב) לקופת ביטוח אינם פחותים מאחד מאלה:

(1) % 1/3 13 מן השכר המופטר, אם משלם המעביד בעד עובדו בנוסף לכך גם תשלומים להבטחת הכנסה חודשית במקרה אובדן כושר עבודה, בתכנית שאישר הממונה על שוק ההון ביטוח וחסכון במשרד האוצר, בשיעור דרוש להבטחת 75% מן השכר המופטר לפחות או בשיעור של

% ½ 2 מן השכר המופטר, לפי הנמוך מביניהם (להלן: "תשלום לביטוח אובדן כושר עבודה");

(2) 11% מן השכר המופטר, אם שילם המעביד בנוסף גם תשלום לביטוח אובדן כושר עבודה, ובמקרה זה יבואו תשלומי המעביד במקום 72% מפיצויי הפיטורים של העובד, בלבד; שילם המעביד נוסף על אלה גם תשלומים להשלמת פיצויי פיטורים לקופת גמל לפיצויים או לקופת ביטוח על שם העובד בשיעור של % 1/3 2 מן השכר המופטר, יבואו תשלומי המעביד במקום 100% פיצויי הפיטורים של העובד.

(2) לא יאוחר משלושה חודשים מתחילת ביצוע תשלומי המעביד נערך הסכם בכתב בין המעביד לבין עובד ובו -

(א) הסכמת העובד להסדר לפי אישור זה בנוסח המפרט את תשלומי המעביד ואת קרן הפנסיה וקופת הביטוח, לפי עניין: בהסכם האמור ייכלל גם נוסחו של אישור זה;

(ב) ויתור המעביד מראש על כל זכות שיכולה להיות לו להחזר כספים מתוך תשלומיו, אלא אם כן נשללה זכות העובד לפיצויי פיטורים בפסק דין מכוח סעיף 17 לחוק ובמידה שנשללה או שהעובד משך כספים מקרן הפנסיה או מקופת הביטוח שלא בשל אירוע מזכה; לעניין זה. "אירוע מזכה" – מוות, נכות או פרישה בגיל שישים או יותר.

1 ס"ח התשכ"ג, עמ' 136

2 ק"ת התשכ"ד, עמ' 1302


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(3) אין באישור זה כדי לגרוע מזכותו של עובד לפיצוי פיטורים לפי החוק, הסכם קיבוצי, צו הרחבה או חוזה עבודה, בגין שכר שמעבר לשכר המופטר.

ט"ו בסיוון התשנ"ח (9 ביוני 1998)

(חמ 3-327)

אליהו ישי

שר העבודה והרווחה


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Exhibit C

CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT

AND NON-COMPETITION UNDERTAKING

I, Yakov Faitelson, am employed by Varonis Systems Ltd., pursuant to an employment agreement to which this Confidential Information, Invention Assignment and Non-Competition Undertaking (“Undertaking”) is attached as Exhibit C (the “Agreement”).

As a condition of my employment with Varonis Systems Ltd., I undertake the following towards Varonis Systems Ltd. and its subsidiaries, affiliates, successors or assigns (together, the “Company”):

1.Confidential Information

A.Company Information. I agree at all times during the term of the Agreement and at any time thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Company’s legal department, any Confidential Information of the Company, except under a non-disclosure agreement duly authorized and executed by the Company. I understand that “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Company, technical data, data bases, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my employment), any information about employment conditions, employees, contractors or services providers, recruitment and retention policies, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information and information of any third-party person or entity that has entrusted information to the Company in confidence. I further understand that Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. If a particular aspect or portion of Confidential Information becomes subject to any of the foregoing exceptions, all other aspects or portions of such information shall remain subject to all of the conditions, provisions and terms contained in this Agreement. A combination or sequence of Confidential Information, taken as a whole, shall not be deemed within any of the foregoing exceptions merely because all or some of the individual parts of such combination or sequence of Confidential Information shall be subject to such exceptions.


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purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

D.Survivability. I agree that the obligations set forth in this section are perpetual, and shall survive termination of my employment with the Company.

2.Inventions

Notwithstanding the foregoing, nothing in this Agreement shall be construed to obligate me to assign to the Company any development which, in the sole judgment of the Company, reasonably exercised, (a) is developed entirely on my own time, or (b) does not relate to the business efforts or research and development efforts in which, during the period of my employment, the Company actually is engaged or reasonably would be engaged, and provided that neither (a) nor (b) results from the use of premises, equipment, or resources owned or leased by the Company; provided, however, that I agree that I shall promptly disclose to the Company any such developments for the purpose of determining whether they qualify for such exclusion. I understand that, to the extent this Agreement is required to be construed in accordance with applicable laws which preclude a requirement in an employee agreement


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to assign certain classes of inventions made by an employee, this Section 2B will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.

For the purposes of this Agreement, “Intellectual Property” shall mean all inventions, ideas, concepts, discoveries, innovations, and improvements, whether or not patentable, algorithms, binary code, brands, business methods, computer programs, computer software code (in any form), concepts, confidential information, firmware, composition of matter or materials, certification marks, collective marks, data, databases, database structure, designs, derivative works, documents, file layouts, formulae, goodwill, improvements, industrial design, information, innovations, inventions, Service Inventions (as defined in Section 132 of the Israel Patent Law, 1967 (the “Patent Law”)), integrated circuits, know-how, logos, manufacturing information, processes, and techniques, mask works, materials, methods, moral rights, original works of authorship (whether or not copyrightable), plans, processes, proprietary technology, reputation, research results, research records, semiconductor chips, service marks, specifications, systems, techniques, trade secrets, trademarks, trade names, trade styles, and technical information, and all intellectual property rights in all of the foregoing, including, but not limited to, patents, patent applications, patent rights, including, but not limited to, all continuations, continuations-in-part, divisions, reissues, re-examinations and extensions, and utility models, and all other intellectual property rights analogous to the foregoing anywhere in the world.

C.Waiver of rights. I hereby waive now and in the future, any claim to any right, moral rights, compensation or reward, including any right to royalties on Service Inventions in accordance with the Patent Law, that I may have in connection therewith. This clause constitutes an express waiver of any rights I may have under Sections 132-134 of the Patent Law.

F.Survivability. I agree that the obligations set forth in this section are perpetual, and shall survive termination of my employment with the Company.


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3.Conflicting Employment.

5.Notification of New Employer. In the event that I leave the employ of the Company, I hereby undertake to notify my new employer about my rights and obligations under this Agreement.

6.Non-Solicitation. I agree that during my employment with the Company and for a period of twelve (12) months immediately following the termination of my relationship with the Company whether initiated by me or by the Company and for any reason, whether with or without cause, I shall not either directly or indirectly: (i) solicit, induce, recruit or encourage any of the Company’s personnel to leave their employment or change the terms of their employment, or take away such personnel, or attempt to solicit, induce, recruit, encourage or take away personnel of the Company, either for myself or for any other person or entity; or (ii) solicit, hire, endeavor to entice away from the Company or otherwise interfere with the relationship of the Company with any person or organization who is, or was within the preceding two years prior to termination of my employment, a customer or a supplier of the Company.

7.Conflict of Interest Guidelines. I agree to diligently adhere to the Conflict of Interest Guidelines attached as Appendix C2 hereto.


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9.Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict herewith. I acknowledge that my obligations under Sections 6 and 8 herein are reasonable in light of my position and duties within the Company, the nature of the Company’s business, the unique and valuable resources that the Company will invest in my training and the fact that the compensation to which I am entitled under the Employment Agreement has been calculated to include special consideration for my undertakings in these Sections.

10.General Provisions

A.Governing Law; Consent to Jurisdiction. This Agreement will be governed by the laws of the State of Israel. I hereby expressly consent to the jurisdiction of the competent courts of Tel- Aviv for any lawsuit filed there against me by the Company arising from or relating to this Agreement.

Date ____May 15, 2024______ Signature __/s Yakov Faitelson___________

Employee name: Yakov Faitelson

Varonis Systems Ltd. hereby agrees to and accepts the assignment of all rights in the Company Inventions.

Varonis Systems Ltd. Date May 15, 2024

Inbal Hass /s/ Inbal Hass

VP Human Resources

Appendix C1

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

•If no inventions or improvements – Please leave blank and sign below

•If there are inventions or improvements on your name please send in separate document / mail the Identifying Number or brief description.

Additional Sheets Attached

Signature of Employee: /s/ Yakov Faitelson

Print Name of Employee: Yakov Faitelson

Date: _____May 15, 2024________

Appendix C2

CONFLICT OF INTEREST GUIDELINES

2.Accepting or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company.

3.Participating in civic or professional organizations that might involve divulging confidential information of the Company.

4.Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement.

5.Initiating or approving any form of personal, social or sexual harassment of employees.

7.Borrowing from or lending to employees, customers or suppliers.

8.Acquiring real estate of interest to the Company.

10.Unlawfully discussing prices, costs, customers, sales or markets with competing companies or their employees.

11.Making any unlawful agreement with distributors with respect to prices.

12.Improperly using or authorizing the use of any inventions which are the subject of patent claims of any other person or entity.

13.Engaging in any conduct which is not in the best interest of the Company.

The above is in addition to, and does not derogate from, any obligations each officer, employee and/or independent contractor may have under law, agreement or any other binding source.

Exhibit D

VARONIS SYSTEMS SEVERANCE PLAN

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yakov Faitelson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Varonis Systems, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 30, 2024	By:	/s/ Yakov Faitelson
		Yakov Faitelson
		Chief Executive Officer and President (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Guy Melamed, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Varonis Systems, Inc.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 30, 2024	By:	/s/ Guy Melamed
		Guy Melamed
		Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION OF CEO PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Varonis Systems, Inc. (the “Company”) for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Yakov Faitelson, as Chief Executive Officer and President of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



			By:			/s/ Yakov Faitelson
						Yakov Faitelson
						Chief Executive Officer and President (Principal Executive Officer)

Date: July 30, 2024

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Exhibit 32.2

CERTIFICATION OF CFO PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Varonis Systems, Inc. (the “Company”) for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Guy Melamed, as Chief Financial Officer and Chief Operating Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



			By:			/s/ Guy Melamed
						Guy Melamed
						Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer)

Date: July 30, 2024

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 26, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-36324
Entity Registrant Name	VARONIS SYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	57-1222280
Entity Address, Address Line One	1250 Broadway, 28th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	877
Local Phone Number	292-8767
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	VRNS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		112,179,617
Entity Central Index Key	0001361113
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 155,403	$ 230,740
Marketable securities	427,065	253,175
Short-term deposits	44,846	49,800
Trade receivables (net of allowances of $1,682 and $1,487 at June 30, 2024 and December 31, 2023, respectively)	122,412	169,116
Prepaid expenses and other current assets	66,418	64,326
Total current assets	816,144	767,157
Long-term assets:
Long-term marketable securities	162,972	211,063
Operating lease right-of-use assets	47,209	51,838
Property and equipment, net	30,075	33,964
Intangible assets, net	500	1,263
Goodwill	23,135	23,135
Other assets	14,780	15,490
Total long-term assets	278,671	336,753
Total assets	1,094,815	1,103,910
Current liabilities:
Trade payables	2,532	672
Accrued expenses and other short-term liabilities	123,014	125,057
Deferred revenues	208,907	181,049
Total current liabilities	334,453	306,778
Long-term liabilities:
Convertible senior notes, net	251,239	250,477
Operating lease liabilities	45,414	51,313
Deferred revenues	22	886
Other liabilities	5,081	4,808
Total long-term liabilities	301,756	307,484
Stockholders’ equity:
Common stock of $0.001 par value - Authorized: 200,000,000 shares at June 30, 2024 and December 31, 2023; Issued and outstanding: 112,179,617 shares at June 30, 2024 and 109,103,721 shares at December 31, 2023	112	109
Accumulated other comprehensive loss	(10,625)	(8,649)
Additional paid-in capital	1,177,947	1,142,578
Accumulated deficit	(708,828)	(644,390)
Total stockholders’ equity	458,606	489,648
Total liabilities and stockholders’ equity	$ 1,094,815	$ 1,103,910

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 1,682	$ 1,487
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	112,179,617	109,103,721
Common stock, outstanding (in shares)	112,179,617	109,103,721

Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues:
Revenue	$ 130,346	$ 115,418	$ 244,368	$ 222,753
Cost of revenues	22,436	17,386	43,785	35,023
Gross profit	107,910	98,032	200,583	187,730
Operating expenses:
Research and development	44,933	46,144	92,760	90,876
Sales and marketing	70,041	70,321	141,268	138,714
General and administrative	21,762	21,283	43,014	40,972
Total operating expenses	136,736	137,748	277,042	270,562
Operating loss	(28,826)	(39,716)	(76,459)	(82,832)
Financial income, net	8,249	8,465	16,794	16,238
Loss before income taxes	(20,577)	(31,251)	(59,665)	(66,594)
Income taxes	(3,371)	(7,446)	(4,773)	(10,407)
Net loss	$ (23,948)	$ (38,697)	$ (64,438)	$ (77,001)
Net loss per share of common stock, basic (in dollars per share)	$ (0.21)	$ (0.35)	$ (0.58)	$ (0.71)
Net loss per share of common stock, diluted (in dollars per share)	$ (0.21)	$ (0.35)	$ (0.58)	$ (0.71)
Weighted average number of shares used in computing net loss per share of common stock, basic (in shares)	111,885,305	109,740,289	110,934,149	109,063,722
Weighted average number of shares used in computing net loss per share of common stock, diluted (in shares)	111,885,305	109,740,289	110,934,149	109,063,722
Term license subscriptions
Revenues:
Revenue	$ 62,729	$ 85,437	$ 118,709	$ 166,343
SaaS
Revenues:
Revenue	44,785	5,653	78,770	7,721
Maintenance and services
Revenues:
Revenue	$ 22,832	$ 24,328	$ 46,889	$ 48,689

Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (23,948)	$ (38,697)	$ (64,438)	$ (77,001)
Other comprehensive income (loss):
Unrealized loss on marketable securities, net of tax	(548)	(646)	(2,800)	(496)
Income (loss) on marketable securities reclassified into earnings, net of tax	(11)	(1)	(12)	5
Total	(559)	(647)	(2,812)	(491)
Unrealized income (loss) on derivative instruments, net of tax	2,184	311	7,224	(2,021)
Loss on derivative instruments reclassified into earnings, net of tax	(3,145)	(3,302)	(6,388)	(5,950)
Total	(961)	(2,991)	836	(7,971)
Total other comprehensive loss	(1,520)	(3,638)	(1,976)	(8,462)
Comprehensive loss	$ (25,468)	$ (42,335)	$ (66,414)	$ (85,463)

Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common stock	Additional paid-in capital	Accumulated other comprehensive income (loss)	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2022		107,673,052
Beginning balance at Dec. 31, 2022	$ 502,125	$ 108	$ 1,055,048	$ (9,557)	$ (543,474)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	35,811		35,811
Common stock issued under employee stock plans (in shares)		2,218,811
Common stock issued under employee stock plans	5,853	$ 2	5,851
Taxes paid related to net share settlement of equity awards	(16,864)		(16,864)
Repurchase of common stock (in shares)		(100,000)
Repurchase of common stock	(2,519)		(2,519)
Unrealized income (loss) on derivative instruments, net of tax	(4,980)			(4,980)
Unrealized income on available for sale securities, net of tax	156			156
Net loss	(38,304)				(38,304)
Ending balance (in shares) at Mar. 31, 2023		109,791,863
Ending balance at Mar. 31, 2023	481,278	$ 110	1,077,327	(14,381)	(581,778)
Beginning balance (in shares) at Dec. 31, 2022		107,673,052
Beginning balance at Dec. 31, 2022	502,125	$ 108	1,055,048	(9,557)	(543,474)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized income (loss) on derivative instruments, net of tax	(7,971)
Unrealized income on available for sale securities, net of tax	(491)
Net loss	(77,001)
Ending balance (in shares) at Jun. 30, 2023		109,818,559
Ending balance at Jun. 30, 2023	470,709	$ 110	1,109,093	(18,019)	(620,475)
Beginning balance (in shares) at Mar. 31, 2023		109,791,863
Beginning balance at Mar. 31, 2023	481,278	$ 110	1,077,327	(14,381)	(581,778)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	39,385		39,385
Common stock issued under employee stock plans (in shares)		233,974
Common stock issued under employee stock plans	36		36
Taxes paid related to net share settlement of equity awards	(2,575)		(2,575)
Repurchase of common stock (in shares)		(207,278)
Repurchase of common stock	(5,080)		(5,080)
Unrealized income (loss) on derivative instruments, net of tax	(2,991)			(2,991)
Unrealized income on available for sale securities, net of tax	(647)			(647)
Net loss	(38,697)				(38,697)
Ending balance (in shares) at Jun. 30, 2023		109,818,559
Ending balance at Jun. 30, 2023	470,709	$ 110	1,109,093	(18,019)	(620,475)
Beginning balance (in shares) at Dec. 31, 2023		109,103,721
Beginning balance at Dec. 31, 2023	489,648	$ 109	1,142,578	(8,649)	(644,390)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	32,093		32,093
Common stock issued under employee stock plans (in shares)		2,485,389
Common stock issued under employee stock plans	6,414	$ 3	6,411
Taxes paid related to net share settlement of equity awards	(34,860)		(34,860)
Unrealized income (loss) on derivative instruments, net of tax	1,797			1,797
Unrealized income on available for sale securities, net of tax	(2,253)			(2,253)
Net loss	(40,490)				(40,490)
Ending balance (in shares) at Mar. 31, 2024		111,589,110
Ending balance at Mar. 31, 2024	452,349	$ 112	1,146,222	(9,105)	(684,880)
Beginning balance (in shares) at Dec. 31, 2023		109,103,721
Beginning balance at Dec. 31, 2023	489,648	$ 109	1,142,578	(8,649)	(644,390)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized income (loss) on derivative instruments, net of tax	836
Unrealized income on available for sale securities, net of tax	(2,812)
Net loss	(64,438)
Ending balance (in shares) at Jun. 30, 2024		112,179,617
Ending balance at Jun. 30, 2024	458,606	$ 112	1,177,947	(10,625)	(708,828)
Beginning balance (in shares) at Mar. 31, 2024		111,589,110
Beginning balance at Mar. 31, 2024	452,349	$ 112	1,146,222	(9,105)	(684,880)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	30,089		30,089
Common stock issued under employee stock plans (in shares)		590,312
Common stock issued under employee stock plans	3,378		3,378
Taxes paid related to net share settlement of equity awards	(1,748)		(1,748)
Unrealized income (loss) on derivative instruments, net of tax	(961)			(961)
Unrealized income on available for sale securities, net of tax	(559)			(559)
Common stock issued for debt conversion (in shares)		195
Common stock issued for debt conversion	6		6
Net loss	(23,948)				(23,948)
Ending balance (in shares) at Jun. 30, 2024		112,179,617
Ending balance at Jun. 30, 2024	$ 458,606	$ 112	$ 1,177,947	$ (10,625)	$ (708,828)

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (64,438)	$ (77,001)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	5,767	5,807
Stock-based compensation	62,182	75,196
Amortization of deferred commissions	14,498	12,524
Non-cash operating lease costs	4,722	4,731
Amortization of debt issuance costs	768	754
Amortization of premium and accretion of discount on marketable securities	(7,611)	(2,724)
Changes in assets and liabilities:
Trade receivables	46,704	32,311
Prepaid expenses and other current assets	(3,399)	(10,065)
Deferred commissions	(15,297)	(12,423)
Other long-term assets	(58)	(447)
Trade payables	1,860	(2,282)
Accrued expenses and other short-term liabilities	(4,374)	(5,799)
Deferred revenues	26,995	19,322
Other long-term liabilities	128	2,732
Net cash provided by operating activities	68,447	42,636
Cash flows from investing activities:
Proceeds from sales and maturities of marketable securities	45,101	20,850
Investment in marketable securities	(166,099)	(59,698)
Proceeds from short-term and long-term deposits	14,338	162,012
Investment in short-term and long-term deposits	(9,192)	(110,652)
Purchases of property and equipment	(1,116)	(2,603)
Net cash provided by (used in) investing activities	(116,968)	9,909
Cash flows from financing activities:
Proceeds from employee stock plans	9,792	5,889
Taxes paid related to net share settlement of equity awards	(36,608)	(19,439)
Repurchase of common stock	0	(7,599)
Net cash used in financing activities	(26,816)	(21,149)
Increase (decrease) in cash and cash equivalents	(75,337)	31,396
Cash and cash equivalents at beginning of period	230,740	367,800
Cash and cash equivalents at end of period	155,403	399,196
Supplemental disclosure of cash flow information:
Cash paid for income taxes	5,739	2,400
Cash paid for interest	1,602	1,611
Lease liabilities arising from obtaining right-of-use assets	285	1,159
Common stock issued for debt conversion	$ 6	$ 0

General

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

GENERAL


a.			Description of Business:


b.			Basis of Presentation:


c.			Revenue Recognition:

Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for credit losses.

For information regarding disaggregated revenues, refer to Note 7.


d.			Contract Costs:


e.			Derivative Instruments:

Derivative instruments measured at fair value and their classification on the condensed consolidated balance sheets are presented in the following table (in thousands):


	Assets (liabilities) as of June 30, 2024 (unaudited)				Assets (liabilities) as of December 31, 2023
	Notional Amount		Fair Value		Notional Amount		Fair Value
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in prepaid expenses and other current assets	$	3,078	$	1	$	128,411	$	3,372
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in accrued expenses and other short-term liabilities	$	161,280	$	(4,235)	$	—	$	—
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in long-term other assets	$	32,442	$	198	$	33,233	$	519
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in long-term other liabilities	$	66,969	$	(1,768)	$	102,216	$	(1,624)
Foreign exchange forward contract derivatives in cash flow hedging relationships for revenues included in prepaid expenses and other current assets	$	70,748	$	1,011	$	—	$	—
Foreign exchange forward contract derivatives in cash flow hedging relationships for revenues included in accrued expenses and other short-term liabilities	$	4,407	$	(1)	$	—	$	—
Foreign exchange forward contract derivatives for monetary items included in prepaid expenses and other current assets	$	—	$	—	$	39,155	$	36
Foreign exchange forward contract derivatives for monetary items included in accrued expenses and other short-term liabilities	$	—	$	—	$	5,213	$	(7)


f.			Income Taxes:

Because of its history of operating losses, the Company has established a full valuation allowance against potential future benefits for deferred tax assets, including loss carryforwards.


g.			Cash, Cash Equivalents, Marketable Securities and Short-Term Investments:


	As of June 30, 2024
	(unaudited)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents
Money market funds	$	56,222	$	—	$	—	$	56,222


Total	$	56,222	$	—	$	—	$	56,222

Marketable securities
US Treasury securities	$	417,625	$	—	$	(544)	$	417,081
US Government Agency securities	9,987		—		(3)		9,984


Total	$	427,612	$	—	$	(547)	$	427,065

Short-term deposits
Term bank deposits	$	44,846	$	—	$	—	$	44,846
Total	$	44,846	$	—	$	—	$	44,846

Long-term marketable securities
US Treasury securities	$	163,566	$	—	$	(594)	$	162,972

Total	$	163,566	$	—	$	(594)	$	162,972


	As of December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents
Money market funds	$	164,848	$	—	$	—	$	164,848


Total	$	164,848	$	—	$	—	$	164,848

Marketable securities
US Treasury securities	$	242,633	$	530	$	(1)	$	243,162
US Government Agency securities	9,972		41		—		10,013


Total	$	252,605	$	571	$	(1)	$	253,175

Short-term deposits
Term bank deposits	$	49,800	$	—	$	—	$	49,800
Total	$	49,800	$	—	$	—	$	49,800

Long-term marketable securities
US Treasury securities	$	209,961	$	1,102	$	—	$	211,063
Total	$	209,961	$	1,102	$	—	$	211,063

Unrealized losses associated with investments in available for sale securities have all been in a continuous unrealized loss position of less than one year as of June 30, 2024 and December 31, 2023.


h.			Concentration of Credit Risks:


i.			Basic and Diluted Net Loss Per Share:

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period.


j.			Recently Issued Accounting Pronouncements Not Yet Adopted:

adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures.

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

•Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.


	As of June 30, 2024
	(unaudited)								As of December 31, 2023
	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Financial assets:
Cash equivalents:
Money market funds	$	56,222	$	—	$	—	$	56,222	$	164,848	$	—	$	—	$	164,848


Marketable securities:
US Treasury securities	—		417,081		—		417,081		—		243,162		—		243,162
US Government Agency securities	—		9,984		—		9,984		—		10,013		—		10,013


Prepaid expenses and other current assets:
Forward foreign exchange contracts	—		1,012		—		1,012		—		3,408		—		3,408
Long-term marketable securities:
US Treasury securities	—		162,972		—		162,972		—		211,063		—		211,063

Long-term other assets:
Forward foreign exchange contracts	—		198		—		198		—		519		—		519
Financial liabilities:
Accrued expenses and other short-term liabilities:
Forward foreign exchange contracts	—		(4,236)		—		(4,236)		—		(7)		—		(7)
Long-term other liabilities:
Forward foreign exchange contracts	—		(1,768)		—		(1,768)		—		(1,624)		—		(1,624)
Total financial assets (liabilities), net	$	56,222	$	585,243	$	—	$	641,465	$	164,848	$	466,534	$	—	$	631,382

See Note 5 “Convertible Senior Notes and Capped Call Transactions” for the carrying amount and estimated fair value of the Company's 2025 Notes as of June 30, 2024.

Leases

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Leases

LEASES


	June 30, 2024
	(unaudited)
Operating lease right-of-use assets	$	47,209

Operating lease liabilities, current	$	10,092
Operating lease liabilities, long-term	45,414
Total operating lease liabilities	$	55,506

Operating lease liabilities, current are included within accrued expenses and other short-term liabilities in the condensed consolidated balance sheet.

The Company has deposit guarantees issued by a financial institution to secure various operating lease agreements in connection with its office space.

Minimum lease payments for the Company's right-of-use assets over the remaining lease periods as of June 30, 2024, are as follows (in thousands):


	June 30, 2024
	(unaudited)
2024	$	5,783
2025	11,564
2026	9,607
2027	9,495
2028	9,443
Thereafter	13,983
Total undiscounted lease payments	$	59,875

Less: Imputed interest	(4,369)
Present value of lease liabilities	$	55,506

The weighted average remaining lease terms and discount rates for all operating leases were as follows as of June 30, 2024:


Remaining lease term and discount rate:
Weighted average remaining lease term (years)	5.92

Weighted average discount rate	2.86	%

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

GOODWILL AND INTANGIBLE ASSETS

Goodwill

There were no additions, impairments or any other changes to the carrying amount of goodwill during the three and six months ended June 30, 2024 or during prior periods.

Intangible Assets

Total cost and amortization of intangible assets is comprised of the following (in thousands, except useful life):


	Estimated Useful Life	June 30, 2024
Intangible assets, net	(in years)	(unaudited)
Developed technology & trademarks	4	$	6,110

Total intangible assets		6,110
Less: Accumulated amortization		5,610
Total intangible assets, net		$	500

The following table summarizes estimated future amortization expense of our intangible assets as of June 30, 2024 (in thousands):


Years ending December 31,	Amount (unaudited)
2024	500
Total future amortization expense	$	500

Convertible Senior Notes and Capped Call Transactions

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Convertible Senior Notes and Capped Call Transactions

CONVERTIBLE SENIOR NOTES AND CAPPED CALL TRANSACTIONS

Effective August 20, 2023, the Company may redeem the 2025 Notes for cash, at its option, subject to the terms and conditions provided in the Indenture.

The net carrying amount of the 2025 Notes was as follows (in thousands):


	June 30, 2024		December 31, 2023
	(unaudited)
Principal	$	252,994	$	253,000

Unamortized issuance costs	(1,755)		(2,523)
Net carrying amount	$	251,239	$	250,477


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
Contractual interest expense	$	790	$	790	$	1,581	$	1,581
Amortization of debt issuance costs	385		378		768		754
Total	$	1,175	$	1,168	$	2,349	$	2,335

Capped Call Transactions

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Stockholders' Equity

STOCKHOLDERS’ EQUITY

a. Stock plans:

A summary of employees’ stock options activities during the six months ended June 30, 2024 is as follows:


	Six Months Ended June 30, 2024 (unaudited)
	Number	Weighted average exercise price		Aggregate intrinsic value (in thousands)		Weighted average remaining contractual life (years)
Options outstanding as of January 1, 2024	573,430	$	7.564	$	21,627	0.962
Granted	—	$	—
Exercised	(535,668)	$	7.555
Forfeited and expired	—	$	—
Options outstanding and exercisable as of June 30, 2024	37,762	$	7.690	$	1,521	1.061

b. The options outstanding as of June 30, 2024 (unaudited) separated into exercise prices as follows:


Exercise price		Options outstanding and exercisable as of June 30, 2024	Weighted average remaining contractual life (years) of options outstanding and exercisable	Weighted average exercise price of options outstanding and exercisable
	$5.682	4,483	5.658	$	5.682
	$7.220	24,279	0.367	$	7.220
	$9.960	9,000	0.644	$	9.960
		37,762	1.061	$	7.690


c.			Options issued to consultants:

The Company’s outstanding options granted to consultants for services as of June 30, 2024 (unaudited) were as follows:


Grant date	Number of options outstanding and exercisable as of June 30, 2024	Range of exercise price per share					Exercisable through
November 2014 - February 2016	10,500	$	5.623	—	$	7.220	November 2024 - February 2026


d.			Restricted stock units ("RSUs") and performance stock units ("PSUs"):

A summary of RSUs and PSUs for employees, consultants and non-employee directors of the Company for the six months ended June 30, 2024 (unaudited) is as follows:


	Number of shares underlying outstanding RSUs and PSUs	Weighted- average grant date fair value
Unvested balance - January 1, 2024	8,234,171	$	36.83
Granted	3,557,660	$	42.66
Vested	(3,052,421)	$	40.20
Forfeited	(980,261)	$	38.87
Unvested balance – June 30, 2024	7,759,149	$	37.92


e.			2015 Employee Stock Purchase Plan:


f.			Stock-based compensation expense for employees and consultants:

The Company recognized stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
Cost of revenues	$	1,298	$	2,030	$	2,660	$	4,530
Research and development	8,856		13,634		20,615		26,157
Sales and marketing	10,655		13,898		21,125		26,660
General and administrative	9,280		9,822		17,782		17,848
Total	$	30,089	$	39,384	$	62,182	$	75,195

Geographic Information and Major Customer Data

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Geographic Information and Major Customer Data

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA

Summary information about geographic areas:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
Revenues based on customer’s location:
North America	$	95,566	$	84,514	$	181,722	$	165,763
EMEA (*)	29,070		27,227		53,223		50,145
Rest of World	5,710		3,677		9,423		6,845
Total revenues	$	130,346	$	115,418	$	244,368	$	222,753

(*) Revenues to customers in France accounted for 10.1% and 11.3% of total revenues for the three months ended June 30, 2024 and 2023, respectively.

For the three and six months ended June 30, 2024 and 2023, respectively, there were no revenues to a single customer exceeding 10% of total revenues.

The following is a summary of long-lived assets, including property and equipment, net and operating lease right-of-use assets, within geographic areas (in thousands):


	As of		As of
	June 30, 2024		December 31, 2023
	(unaudited)
Long-lived assets by geographic region:
United States	$	33,338	$	35,791
Israel	30,152		34,755
Ireland	12,228		13,240
Other	1,566		2,016
	$	77,284	$	85,802

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (23,948)	$ (40,490)	$ (38,697)	$ (38,304)	$ (64,438)	$ (77,001)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

General (Policies)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation


b.			Basis of Presentation:

Reclassifications

Certain amounts in prior periods' financial statements have been reclassified to conform to the current year's presentation.

Revenue Recognition and Contract Costs


c.			Revenue Recognition:

Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for credit losses.

Deferred revenues represent mostly unrecognized fees billed or collected for SaaS and maintenance contracts. Deferred revenues are recognized as (or when) the Company performs under the contract. Pursuant to these contracts, customers are generally not invoiced for subsequent years until the annual renewal occurs.Revenues allocated to remaining performance obligations represent contracted revenues that have not yet been recognized, which includes deferred revenues and non-cancelable amounts that will be invoiced in the future.


d.			Contract Costs:

Derivative Instruments


e.			Derivative Instruments:

Income Taxes


f.			Income Taxes:

Because of its history of operating losses, the Company has established a full valuation allowance against potential future benefits for deferred tax assets, including loss carryforwards.

Cash, Cash Equivalents, Marketable Securities and Short-Term Investments


g.			Cash, Cash Equivalents, Marketable Securities and Short-Term Investments:

Concentration of Credit Risks


h.			Concentration of Credit Risks:

Basic and Diluted Net Loss Per Share


i.			Basic and Diluted Net Loss Per Share:

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period.

Recently Issued Accounting Pronouncements Not Yet Adopted


j.			Recently Issued Accounting Pronouncements Not Yet Adopted:

adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures.

General (Tables)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

Derivative instruments measured at fair value and their classification on the condensed consolidated balance sheets are presented in the following table (in thousands):


	Assets (liabilities) as of June 30, 2024 (unaudited)				Assets (liabilities) as of December 31, 2023
	Notional Amount		Fair Value		Notional Amount		Fair Value
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in prepaid expenses and other current assets	$	3,078	$	1	$	128,411	$	3,372
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in accrued expenses and other short-term liabilities	$	161,280	$	(4,235)	$	—	$	—
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in long-term other assets	$	32,442	$	198	$	33,233	$	519
Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in long-term other liabilities	$	66,969	$	(1,768)	$	102,216	$	(1,624)
Foreign exchange forward contract derivatives in cash flow hedging relationships for revenues included in prepaid expenses and other current assets	$	70,748	$	1,011	$	—	$	—
Foreign exchange forward contract derivatives in cash flow hedging relationships for revenues included in accrued expenses and other short-term liabilities	$	4,407	$	(1)	$	—	$	—
Foreign exchange forward contract derivatives for monetary items included in prepaid expenses and other current assets	$	—	$	—	$	39,155	$	36
Foreign exchange forward contract derivatives for monetary items included in accrued expenses and other short-term liabilities	$	—	$	—	$	5,213	$	(7)

Schedule of Cash, Cash Equivalents and Investments

Cash, cash equivalents, marketable securities and deposits consist of the following (in thousands):


	As of June 30, 2024
	(unaudited)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents
Money market funds	$	56,222	$	—	$	—	$	56,222


Total	$	56,222	$	—	$	—	$	56,222

Marketable securities
US Treasury securities	$	417,625	$	—	$	(544)	$	417,081
US Government Agency securities	9,987		—		(3)		9,984


Total	$	427,612	$	—	$	(547)	$	427,065

Short-term deposits
Term bank deposits	$	44,846	$	—	$	—	$	44,846
Total	$	44,846	$	—	$	—	$	44,846

Long-term marketable securities
US Treasury securities	$	163,566	$	—	$	(594)	$	162,972

Total	$	163,566	$	—	$	(594)	$	162,972


	As of December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents
Money market funds	$	164,848	$	—	$	—	$	164,848


Total	$	164,848	$	—	$	—	$	164,848

Marketable securities
US Treasury securities	$	242,633	$	530	$	(1)	$	243,162
US Government Agency securities	9,972		41		—		10,013


Total	$	252,605	$	571	$	(1)	$	253,175

Short-term deposits
Term bank deposits	$	49,800	$	—	$	—	$	49,800
Total	$	49,800	$	—	$	—	$	49,800

Long-term marketable securities
US Treasury securities	$	209,961	$	1,102	$	—	$	211,063
Total	$	209,961	$	1,102	$	—	$	211,063

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis


	As of June 30, 2024
	(unaudited)								As of December 31, 2023
	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Financial assets:
Cash equivalents:
Money market funds	$	56,222	$	—	$	—	$	56,222	$	164,848	$	—	$	—	$	164,848


Marketable securities:
US Treasury securities	—		417,081		—		417,081		—		243,162		—		243,162
US Government Agency securities	—		9,984		—		9,984		—		10,013		—		10,013


Prepaid expenses and other current assets:
Forward foreign exchange contracts	—		1,012		—		1,012		—		3,408		—		3,408
Long-term marketable securities:
US Treasury securities	—		162,972		—		162,972		—		211,063		—		211,063

Long-term other assets:
Forward foreign exchange contracts	—		198		—		198		—		519		—		519
Financial liabilities:
Accrued expenses and other short-term liabilities:
Forward foreign exchange contracts	—		(4,236)		—		(4,236)		—		(7)		—		(7)
Long-term other liabilities:
Forward foreign exchange contracts	—		(1,768)		—		(1,768)		—		(1,624)		—		(1,624)
Total financial assets (liabilities), net	$	56,222	$	585,243	$	—	$	641,465	$	164,848	$	466,534	$	—	$	631,382

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Right-of-Use Assets and Lease Liabilities

Below is a summary of the Company's operating right-of-use assets and operating lease liabilities (in thousands):


	June 30, 2024
	(unaudited)
Operating lease right-of-use assets	$	47,209

Operating lease liabilities, current	$	10,092
Operating lease liabilities, long-term	45,414
Total operating lease liabilities	$	55,506

Schedule of Minimum Lease Payments

Minimum lease payments for the Company's right-of-use assets over the remaining lease periods as of June 30, 2024, are as follows (in thousands):


	June 30, 2024
	(unaudited)
2024	$	5,783
2025	11,564
2026	9,607
2027	9,495
2028	9,443
Thereafter	13,983
Total undiscounted lease payments	$	59,875

Less: Imputed interest	(4,369)
Present value of lease liabilities	$	55,506

Schedule of Weighted Average Remaining Lease Terms and Discount Rates

The weighted average remaining lease terms and discount rates for all operating leases were as follows as of June 30, 2024:


Remaining lease term and discount rate:
Weighted average remaining lease term (years)	5.92

Weighted average discount rate	2.86	%

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Total cost and amortization of intangible assets is comprised of the following (in thousands, except useful life):


	Estimated Useful Life	June 30, 2024
Intangible assets, net	(in years)	(unaudited)
Developed technology & trademarks	4	$	6,110

Total intangible assets		6,110
Less: Accumulated amortization		5,610
Total intangible assets, net		$	500

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table summarizes estimated future amortization expense of our intangible assets as of June 30, 2024 (in thousands):


Years ending December 31,	Amount (unaudited)
2024	500
Total future amortization expense	$	500

Convertible Senior Notes and Capped Call Transactions (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Net Carrying Amount of Liability and Equity Components of Convertible Notes

The net carrying amount of the 2025 Notes was as follows (in thousands):


	June 30, 2024		December 31, 2023
	(unaudited)
Principal	$	252,994	$	253,000

Unamortized issuance costs	(1,755)		(2,523)
Net carrying amount	$	251,239	$	250,477

Schedule of Interest Expense

The interest expense recognized related to the 2025 Notes for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
Contractual interest expense	$	790	$	790	$	1,581	$	1,581
Amortization of debt issuance costs	385		378		768		754
Total	$	1,175	$	1,168	$	2,349	$	2,335

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Schedule of Stock Option Activity

A summary of employees’ stock options activities during the six months ended June 30, 2024 is as follows:


	Six Months Ended June 30, 2024 (unaudited)
	Number	Weighted average exercise price		Aggregate intrinsic value (in thousands)		Weighted average remaining contractual life (years)
Options outstanding as of January 1, 2024	573,430	$	7.564	$	21,627	0.962
Granted	—	$	—
Exercised	(535,668)	$	7.555
Forfeited and expired	—	$	—
Options outstanding and exercisable as of June 30, 2024	37,762	$	7.690	$	1,521	1.061

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range

The options outstanding as of June 30, 2024 (unaudited) separated into exercise prices as follows:


Exercise price		Options outstanding and exercisable as of June 30, 2024	Weighted average remaining contractual life (years) of options outstanding and exercisable	Weighted average exercise price of options outstanding and exercisable
	$5.682	4,483	5.658	$	5.682
	$7.220	24,279	0.367	$	7.220
	$9.960	9,000	0.644	$	9.960
		37,762	1.061	$	7.690

Schedule of Outstanding Options

The Company’s outstanding options granted to consultants for services as of June 30, 2024 (unaudited) were as follows:


Grant date	Number of options outstanding and exercisable as of June 30, 2024	Range of exercise price per share					Exercisable through
November 2014 - February 2016	10,500	$	5.623	—	$	7.220	November 2024 - February 2026

Schedule of Share-based Payment Arrangement, Restricted Stock Unit and Performance Stock Unit Activity

A summary of RSUs and PSUs for employees, consultants and non-employee directors of the Company for the six months ended June 30, 2024 (unaudited) is as follows:


	Number of shares underlying outstanding RSUs and PSUs	Weighted- average grant date fair value
Unvested balance - January 1, 2024	8,234,171	$	36.83
Granted	3,557,660	$	42.66
Vested	(3,052,421)	$	40.20
Forfeited	(980,261)	$	38.87
Unvested balance – June 30, 2024	7,759,149	$	37.92

Schedule of Stock-Based Compensation Expense

The Company recognized stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
Cost of revenues	$	1,298	$	2,030	$	2,660	$	4,530
Research and development	8,856		13,634		20,615		26,157
Sales and marketing	10,655		13,898		21,125		26,660
General and administrative	9,280		9,822		17,782		17,848
Total	$	30,089	$	39,384	$	62,182	$	75,195

Geographic Information and Major Customer Data (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Revenue from External Customers by Geographic Areas

The following is a summary of revenues within geographic areas (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
Revenues based on customer’s location:
North America	$	95,566	$	84,514	$	181,722	$	165,763
EMEA (*)	29,070		27,227		53,223		50,145
Rest of World	5,710		3,677		9,423		6,845
Total revenues	$	130,346	$	115,418	$	244,368	$	222,753

Schedule of Long-lived Assets by Geographic Areas

The following is a summary of long-lived assets, including property and equipment, net and operating lease right-of-use assets, within geographic areas (in thousands):


	As of		As of
	June 30, 2024		December 31, 2023
	(unaudited)
Long-lived assets by geographic region:
United States	$	33,338	$	35,791
Israel	30,152		34,755
Ireland	12,228		13,240
Other	1,566		2,016
	$	77,284	$	85,802

General - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
General - Narrative (Details) $ in Thousands	Jun. 30, 2024 USD ($) subsidiary	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) subsidiary shares	Jun. 30, 2023 USD ($) shares	May 11, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Subsidiary or equity method investee, number \| subsidiary	12		12
Deferred revenue, revenue recognized			$ 121,691
Remaining performance obligation	$ 514,669		$ 514,669
Capitalized contract cost, amortization period (years)	4 years		4 years
Loss related to the effective portion of the cash flow hedges	$ (3,145)	$ (3,302)	$ (6,388)	$ (5,950)
Derivative instruments not designated as hedging instruments, gain (loss), net	(66)	145	728	(155)
Income tax expense	$ 3,371	7,446	$ 4,773	$ 10,407
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue, remaining performance obligation, percentage	53.00%		53.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months		12 months
Restricted Stock Units and Stock Options
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares) \| shares			7,807,411	9,268,751
2025 Senior Notes \| Convertible Debt Securities
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares) \| shares			8,239,049	8,239,049
Convertible Debt \| 2025 Senior Notes
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Interest rate, stated percentage					1.25%
Foreign Exchange Contract
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Loss related to the effective portion of the cash flow hedges	$ 3,145	$ 3,302	$ 6,388	$ 5,950
Maintenance
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue, performance obligation, description of timing			one year

General - Derivative Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Cash Flow Hedging \| Operating Expenses Included in Prepaid Expenses And Other Current Assets
Derivative [Line Items]
Notional Amount	$ 3,078	$ 128,411
Derivative assets, fair value	1	3,372
Cash Flow Hedging \| Revenues Included in Prepaid Expenses And Other Current Assets
Derivative [Line Items]
Notional Amount	70,748	0
Derivative assets, fair value	1,011	0
Cash Flow Hedging \| Operating Expenses Included In Accrued Expenses And Other Short-Term Liabilities
Derivative [Line Items]
Notional Amount	161,280	0
Derivative liability, fair value	(4,235)	0
Cash Flow Hedging \| Long-term other assets
Derivative [Line Items]
Notional Amount	32,442	33,233
Derivative assets, fair value	198	519
Cash Flow Hedging \| Long-Term Other Liabilities
Derivative [Line Items]
Notional Amount	66,969	102,216
Derivative liability, fair value	(1,768)	(1,624)
Cash Flow Hedging \| Revenues Included In Accrued Expenses And Other Short-Term Liabilities
Derivative [Line Items]
Notional Amount	4,407	0
Derivative liability, fair value	(1)	0
Fair Value Hedging \| Prepaid Expenses and Other Current Assets
Derivative [Line Items]
Notional Amount	0	39,155
Derivative assets, fair value	0	36
Fair Value Hedging \| Accrued Expenses and Other Short-Term Liabilities
Derivative [Line Items]
Notional Amount	0	5,213
Derivative liability, fair value	$ 0	$ (7)

General - Cash, Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-sale [Line Items]
Cash equivalents	$ 56,222	$ 164,848
Marketable securities \| Marketable Securities, Current
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	427,612	252,605
Gross Unrealized Gains	0	571
Gross Unrealized Losses	(547)	(1)
Fair Value	427,065	253,175
Marketable securities \| Marketable Securities, Noncurrent
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	163,566	209,961
Gross Unrealized Gains	0	1,102
Gross Unrealized Losses	(594)	0
Fair Value	162,972	211,063
US Treasury securities \| Marketable Securities, Current
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	417,625	242,633
Gross Unrealized Gains	0	530
Gross Unrealized Losses	(544)	(1)
Fair Value	417,081	243,162
US Treasury securities \| Marketable Securities, Noncurrent
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	163,566	209,961
Gross Unrealized Gains	0	1,102
Gross Unrealized Losses	(594)	0
Fair Value	162,972	211,063
US Government Agency securities \| Marketable Securities, Current
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	9,987	9,972
Gross Unrealized Gains	0	41
Gross Unrealized Losses	(3)	0
Fair Value	9,984	10,013
Short-term deposits
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	44,846	49,800
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	44,846	49,800
Term bank deposits
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	44,846	49,800
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	44,846	49,800
Money market funds
Debt Securities, Available-for-sale [Line Items]
Cash equivalents	$ 56,222	$ 164,848

Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 56,222	$ 164,848
Marketable securities	427,065	253,175
Long-term marketable securities	162,972	211,063
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	56,222	164,848
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets (liabilities), net	641,465	631,382
Fair Value, Recurring \| Forward foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Prepaid expenses and other current assets:	1,012	3,408
Long-term other assets:	198	519
Accrued expenses and other short-term liabilities:	(4,236)	(7)
Long-term other liabilities:	(1,768)	(1,624)
Fair Value, Recurring \| US Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	417,081	243,162
Long-term marketable securities	162,972	211,063
Fair Value, Recurring \| US Government Agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	9,984	10,013
Fair Value, Recurring \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	56,222	164,848
Fair Value, Recurring \| Level I
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets (liabilities), net	56,222	164,848
Fair Value, Recurring \| Level I \| Forward foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Prepaid expenses and other current assets:	0	0
Long-term other assets:	0	0
Accrued expenses and other short-term liabilities:	0	0
Long-term other liabilities:	0	0
Fair Value, Recurring \| Level I \| US Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Long-term marketable securities	0	0
Fair Value, Recurring \| Level I \| US Government Agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Fair Value, Recurring \| Level I \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	56,222	164,848
Fair Value, Recurring \| Level II
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets (liabilities), net	585,243	466,534
Fair Value, Recurring \| Level II \| Forward foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Prepaid expenses and other current assets:	1,012	3,408
Long-term other assets:	198	519
Accrued expenses and other short-term liabilities:	(4,236)	(7)
Long-term other liabilities:	(1,768)	(1,624)
Fair Value, Recurring \| Level II \| US Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	417,081	243,162
Long-term marketable securities	162,972	211,063
Fair Value, Recurring \| Level II \| US Government Agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	9,984	10,013
Fair Value, Recurring \| Level II \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Fair Value, Recurring \| Level III
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets (liabilities), net	0	0
Fair Value, Recurring \| Level III \| Forward foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Prepaid expenses and other current assets:	0	0
Long-term other assets:	0	0
Accrued expenses and other short-term liabilities:	0	0
Long-term other liabilities:	0	0
Fair Value, Recurring \| Level III \| US Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Long-term marketable securities	0	0
Fair Value, Recurring \| Level III \| US Government Agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Fair Value, Recurring \| Level III \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 0

Leases - Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease right-of-use assets	$ 47,209	$ 51,838
Operating lease liabilities, current	10,092
Operating lease liabilities, long-term	45,414	$ 51,313
Total operating lease liabilities	$ 55,506

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Lease expiration date			Dec. 31, 2032
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses and other short-term liabilities		Accrued expenses and other short-term liabilities
Operating lease, not yet commenced	$ 2,454		$ 2,454
Operating lease cost	2,315	$ 2,410	4,901	$ 4,702
Sublease income	$ 381	$ 438	$ 811	$ 901

Leases - Minimum Lease Payments for Right-of-Use Assets (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Leases [Abstract]
2024	$ 5,783
2025	11,564
2026	9,607
2027	9,495
2028	9,443
Thereafter	13,983
Total undiscounted lease payments	59,875
Less: Imputed interest	(4,369)
Present value of lease liabilities	$ 55,506

Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details)	Jun. 30, 2024
Leases [Abstract]
Weighted average remaining lease term (years)	5 years 11 months 1 day
Weighted average discount rate	2.86%

Goodwill and Intangible Assets - Cost and Amortization of Intangible Assets (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 6,110
Less: Accumulated amortization	5,610
Total intangible assets, net	$ 500
Developed technology & trademarks
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	4 years
Total intangible assets	$ 6,110

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 381	$ 381	$ 762	$ 762

Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 500
Total intangible assets, net	$ 500

Convertible Senior Notes and Capped Call Transactions - Narrative (Details) $ / shares in Units, $ in Thousands		6 Months Ended
	May 11, 2020 USD ($)	Jun. 30, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Cap price (in dollars per share) \| $ / shares		$ 47.24
2025 Senior Notes
Debt Instrument [Line Items]
Fair value of the notes		$ 373,515	$ 386,201
Convertible Debt
Debt Instrument [Line Items]
Purchases of capped calls	$ 29,348
Convertible Debt \| 2025 Senior Notes
Debt Instrument [Line Items]
Principal	253,000
Proceeds from issuance of convertible senior notes, net of issuance costs	$ 245,158
Interest rate, stated percentage	1.25%
Debt instrument, convertible, conversion ratio		0.0325668
Initial conversion price (in dollars per share) \| $ / shares		$ 30.71
Interest rate, effective percentage		1.87%

Convertible Senior Notes and Capped Call Transactions - Convertible Notes (Details) - 2025 Senior Notes - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Principal	$ 252,994	$ 253,000
Unamortized issuance costs	(1,755)	(2,523)
Net carrying amount	$ 251,239	$ 250,477

Convertible Senior Notes and Capped Call Transactions - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Amortization of debt issuance costs			$ 768	$ 754
2025 Senior Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 790	$ 790	1,581	1,581
Amortization of debt issuance costs	385	378	768	754
Total	$ 1,175	$ 1,168	$ 2,349	$ 2,335

Stockholders' Equity - Narrative (Details) - USD ($)				6 Months Ended	13 Months Ended	102 Months Ended
Stockholders' Equity - Narrative (Details) - USD ($)	Jun. 03, 2024	Jun. 30, 2015	Nov. 14, 2013	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2024	Jun. 05, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				0
Exercises in period, intrinsic value				$ 20,580,000
Compensation cost not yet recognized, non-option				0	$ 0	$ 0
Restricted Stock Units and Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost not yet recognized, non-option				$ 233,568,000	$ 233,568,000	$ 233,568,000
Compensation cost not yet recognized, period for recognition				2 years 5 months 26 days
The 2013 Omnibus Equity Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)			5,713,899
Capital shares reserved for future issuance, annual increase, maximum (in shares)				27,579,672	27,579,672	27,579,672
Vesting period (in years)			4 years
Granted (in shares)					0
Shares available for grant (in shares)				0	0	0
Polyrize Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)				0	0	0
2023 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)							5,500,000
Number of additional shares authorized (in shares)	4,400,000
2015 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)		1,500,000
Number of additional shares authorized (in shares)						3,908,910
Maximum employee subscription rate		15.00%
Purchase price of common stock, percent		85.00%
Percent of shares increase, employee stock purchase plan		1.00%
Common stock availability threshold, employee stock purchase plan		2.00%
Shares increase threshold, employee stock purchase plan (in shares)		1,200,000

Stockholders' Equity - Stock Options Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Number
Options outstanding, Balance (in shares) \| shares	573,430
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	(535,668)
Forfeited and expired (in shares) \| shares	0
Options outstanding, Balance (in shares) \| shares	37,762	573,430
Options exercisable at the end of the year (in shares) \| shares	37,762
Weighted average exercise price
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 7.564
Granted, weighted average exercise price (in dollars per share) \| $ / shares	0
Exercised, weighted average exercise price (in dollars per share) \| $ / shares	7.555
Forfeited and expired, weighted average exercise price (in dollars per share) \| $ / shares	0
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	7.690	$ 7.564
Options exercisable at the end of the year, weighted average exercise price (in dollars per share) \| $ / shares	$ 7.690
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options outstanding, aggregate intrinsic value \| $	$ 1,521	$ 21,627
Options exercisable at the end of the year, aggregate intrinsic value \| $	$ 1,521
Options outstanding, weighted average remaining contractual life (Year)	1 year 21 days	11 months 15 days
Options exercisable at the end of the year, weighted average remaining contractual life (Year)	1 year 21 days

Stockholders' Equity - Options Outstanding Separated Into Range of Exercise Price (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price (in dollars per share)	$ 7.690
Options outstanding, exercise price range (in shares)	37,762
Options exercisable, exercise price range (in shares)	37,762
Options outstanding, weighted average remaining contractual life (Year)	1 year 21 days	11 months 15 days
Options exercisable, weighted average remaining contractual life (years)	1 year 21 days
Weighted average exercise price of options exercisable, exercise price range (in dollars per share)	$ 7.690
Range One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price (in dollars per share)	$ 5.682
Options outstanding, exercise price range (in shares)	4,483
Options exercisable, exercise price range (in shares)	4,483
Options outstanding, weighted average remaining contractual life, exercise price range (Year)	5 years 7 months 28 days
Options exercisable, weighted average remaining contractual life, exercise price range (years)	5 years 7 months 28 days
Weighted average exercise price of options exercisable, exercise price range (in dollars per share)	$ 5.682
Range Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price (in dollars per share)	$ 7.220
Options outstanding, exercise price range (in shares)	24,279
Options exercisable, exercise price range (in shares)	24,279
Options outstanding, weighted average remaining contractual life, exercise price range (Year)	4 months 13 days
Options exercisable, weighted average remaining contractual life, exercise price range (years)	4 months 13 days
Weighted average exercise price of options exercisable, exercise price range (in dollars per share)	$ 7.220
Range Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price (in dollars per share)	$ 9.960
Options outstanding, exercise price range (in shares)	9,000
Options exercisable, exercise price range (in shares)	9,000
Options outstanding, weighted average remaining contractual life, exercise price range (Year)	7 months 20 days
Options exercisable, weighted average remaining contractual life, exercise price range (years)	7 months 20 days
Weighted average exercise price of options exercisable, exercise price range (in dollars per share)	$ 9.960

Stockholders' Equity - Outstanding Options Granted to Consultants for Sales and Pre-marketing Services (Details)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, weighted average exercise price (in dollars per share)	$ 0
Consultants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options for shares of common stock (in shares) \| shares	10,500
November 2014 - February 2016 \| Consultants \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, weighted average exercise price (in dollars per share)	$ 5.623
November 2014 - February 2016 \| Consultants \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, weighted average exercise price (in dollars per share)	$ 7.220

Stockholders' Equity - Restricted Stock Unit and Performance Stock Unit Activity (Details) - Restricted Stock Units and Performance Stock Units	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of shares underlying outstanding RSUs and PSUs
Beginning Balance, restricted stock units and performance stock units (in shares) \| shares	8,234,171
Granted, restricted stock units and performance stock units (in shares) \| shares	3,557,660
Vested, restricted stock units and performance stock units (in shares) \| shares	(3,052,421)
Forfeited, restricted stock units and performance stock units (in shares) \| shares	(980,261)
Ending Balance, restricted stock units and performance stock units (in shares) \| shares	7,759,149
Weighted- average grant date fair value
Beginning Balance, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) \| $ / shares	$ 36.83
Granted, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) \| $ / shares	42.66
Vested, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) \| $ / shares	40.20
Forfeited, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) \| $ / shares	38.87
Ending Balance, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) \| $ / shares	$ 37.92

Stockholders' Equity - Non-cash Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 30,089	$ 39,384	$ 62,182	$ 75,195
Cost of revenues
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	1,298	2,030	2,660	4,530
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	8,856	13,634	20,615	26,157
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	10,655	13,898	21,125	26,660
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 9,280	$ 9,822	$ 17,782	$ 17,848

Geographic Information and Major Customer Data - Narrative (Details) - segment	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024
Segment Reporting Information [Line Items]
Number of reportable segments			1
France \| Revenue Benchmark \| Geographic Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	10.10%	11.30%

Geographic Information and Major Customer Data - Revenues Within Geographical Areas (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Revenue	$ 130,346	$ 115,418	$ 244,368	$ 222,753
North America
Segment Reporting Information [Line Items]
Revenue	95,566	84,514	181,722	165,763
EMEA
Segment Reporting Information [Line Items]
Revenue	29,070	27,227	53,223	50,145
Rest of World
Segment Reporting Information [Line Items]
Revenue	$ 5,710	$ 3,677	$ 9,423	$ 6,845

Geographic Information and Major Customer Data - Long-lived Assets by Geographic Region (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Long-lived assets	$ 77,284	$ 85,802
United States
Segment Reporting Information [Line Items]
Long-lived assets	33,338	35,791
Israel
Segment Reporting Information [Line Items]
Long-lived assets	30,152	34,755
Ireland
Segment Reporting Information [Line Items]
Long-lived assets	12,228	13,240
Other
Segment Reporting Information [Line Items]
Long-lived assets	$ 1,566	$ 2,016