Varonis Systems, Inc. Announces Pricing of its $400 Million Upsized Convertible Senior Notes Page 1

NEW YORK, Sept. 5, 2024 (GLOBE NEWSWIRE) — Varonis Systems, Inc. (Nasdaq: VRNS) (“Company” or “Varonis”) today announced that it has priced a private offering of $400 million aggregate principal amount of 1.00% convertible senior notes due 2029 (the “Notes”). The Notes will be sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size has been increased from the previously announced offering size of $350 million aggregate principal amount of Notes. The Company also granted the initial purchasers of the Notes a 13-day option to purchase up to $60 million aggregate principal amount of Notes. The sale is expected to close on September 10, 2024, subject to the satisfaction of closing conditions.

The Notes are unsecured senior debt of the Company. The Notes will mature on September 15, 2029, unless earlier converted, redeemed or repurchased. The Notes will bear interest at a rate of 1.00% per annum and will be payable semi-annually in arrears on March 15 and September 15 of each year beginning on March 15, 2025.