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Varonis Systems, Inc. Announces Pricing of Upsized Follow-on Offering of Common Stock

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NEW YORK, Feb. 11, 2021 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS) (“Varonis”) today announced it has priced its upsized underwritten public offering of 2,307,693 shares of its common stock, at a price of $195.00 per share, for total gross proceeds of approximately $450 million, before deducting the underwriters' discount and estimated offering expenses payable by Varonis. Varonis granted the underwriters of the offering a 30-day option to purchase up to an additional 346,153 shares of common stock. The offering is expected to close on February 16, 2021, subject to customary closing conditions.

Varonis intends to use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures, and for potential acquisitions, including complementary businesses, technologies or assets.

J.P. Morgan Securities LLC, Barclays Capital Inc., Jefferies LLC and RBC Capital Markets, LLC are acting as joint book-running managers for the offering. Needham & Company, LLC, Cowen and Company, LLC, JMP Securities LLC, Mizuho Securities USA LLC, Piper Sandler & Co., Truist Securities, Inc., William Blair & Company, L.L.C, The Benchmark Company, LLC, Craig-Hallum Capital Group LLC, D.A. Davidson & Co. and Wedbush Securities, Inc. are acting as co-managers for the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

The offering is being made pursuant to an automatically effective shelf registration statement on Form S-3, including a base prospectus, filed with the U.S. Securities and Exchange Commission on February 9, 2021 (the “Registration Statement”). The offering may be made only by means of a base prospectus and a related prospectus supplement, copies of which may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204, email: prospectus-eq_fi@jpmchase.com, Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Ave, Edgewood, NY 11717, 888-603-5847, email: Barclaysprospectus@broadridge.com, Jefferies LLC, c/o Equity Syndicate Prospectus Department, 520 Madison Ave, 2nd Floor, New York, NY 10022, 877-547-6340, email: prospectus_department@jefferies.com, or RBC Capital Markets, LLC, c/o Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, 877-822-4089, email: equityprospectus@rbccm.com.

About Varonis

Varonis is a pioneer in data security and analytics, fighting a different battle than conventional cybersecurity companies. Varonis focuses on protecting enterprise data: sensitive files and emails; confidential customer, patient and employee data; financial records; strategic and product plans; and other intellectual property. The Varonis Data Security Platform detects cyberthreats from both internal and external actors by analyzing data, account activity and user behavior; prevents and limits disaster by locking down sensitive and stale data; and efficiently sustains a secure state with automation. Varonis products address additional important use cases including data protection, data governance, zero trust, compliance, data privacy, classification and threat detection and response. Varonis started operations in 2005 and has customers spanning leading firms in the financial services, public, healthcare, industrial, insurance, energy and utilities, technology, consumer and retail, media and entertainment and education sectors.

Forward-Looking Statements

This press release contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance, but are based on management’s expectations as of the date of this press release and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements with respect to, among other things, the closing of this offering and the use of proceeds therefrom, involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include the following: conditions in the financial markets and the risk that the proposed offering does not occur on the expected terms, or at all; risks related to the anticipated use of the net proceeds from the offering and the fact that Varonis’s management will have broad discretion in the use of the proceeds; competitive factors, including increased sales cycle time, changes in the competitive environment, pricing changes and increased competition; the impact of COVID-19 outbreak has had, and could continue to have, harmful effects on Varonis’s business and results of operations; the impact of potential information technology, cybersecurity or data security breaches; general economic and industry conditions, such as foreign currency exchange rate fluctuations and expenditure trends for data and cybersecurity solutions; risks associated with anticipated growth in Varonis’s addressable market; Varonis’s ability to build and expand its direct sales efforts and reseller distribution channels; risks associated with the closing of large transactions, including Varonis’s ability to close large transactions consistently on a quarterly basis; risks associated with international operations; the risk that Varonis may not be able to attract or retain employees, including sales personnel and engineers; new product introductions and Varonis’s ability to develop and deliver innovative products; Varonis’s ability to provide high-quality service and support offerings; risks associated with Varonis’s convertible notes and capped-call transaction; and risks associated with the acquisition of Polyrize Security Ltd. including, without limitations, integration of the acquisition may not occur as anticipated and the acquisition may not achieve the outcomes anticipated, undisclosed liabilities may be discovered and attempts to retain key personnel may not succeed. These and other important risk factors are described more fully in Varonis’s reports and other documents filed with the U.S. Securities and Exchange Commission, including those incorporated by reference in the Registration Statement, and could cause actual results to vary from expectations. All forward-looking information provided in this press release is as of the date hereof, and Varonis undertakes no duty to update or revise this information, whether as a result of new information, new developments or otherwise, except as required by law.

CONTACT: Investor Relations Contact: James Arestia Varonis Systems, Inc. 646-640-2149 investors@varonis.com News Media Contact: Rachel Hunt Varonis Systems, Inc. 877-292-8767 (ext. 4247) pr@varonis.com