Varonis Systems, Inc.

On October 28, 2025, Varonis released its third quarter 2025 financial results, reporting revenue which missed consensus estimates, including a 63.9% decline in term license subscription revenues, year over year. The Company also stated it was “reducing our full-year ARR [“Annual Recurring Revenues”] guidance to account for the underperformance of [its] on-prem subscription business.”

In an earnings call the same day, Yakov Faitelson, the Company’s Co-Founder, Chairman, CEO & President, stated the on-premises subscription business is a “drag on total company ARR growth.” Management also cited a number of factors which contributed to “lower renewal rate of on-prem subscription[s],” including “sales process issues.”

On this news, Varonis’s stock price fell $30.66, or 48.7%, to close at $32.34 per share on October 29, 2025, thereby injuring investors.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (1) Varonis was ill-equipped to continue its ARR growth trajectory without maintaining a significantly high rate of quarterly conversions; and (2) as a result, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis at all relevant times.