Item 2.02. Results of Operations and Financial Condition.

On February 8, 2021, Varonis Systems, Inc. ("Varonis") issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Report, including the press release, is furnished only, is not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in that filing.

Item 8.01. Other Events.

On February 8, 2020, Varonis announced that its Board of Directors approved a three-for-one split of Varonis' common stock in the form of a stock dividend to make stock ownership more accessible to employees and investors. Each stockholder of record on March 12, 2021 will receive a dividend of two additional shares of common stock for each then-held share. Trading will begin on a stock split-adjusted basis on March 15, 2021.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.     Description
  99.1            Press Release dated February 8, 2021, reporting Fourth Quarter
                and Full Year 2020 Financial Results
104             Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

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