Company Announcements

Firm Scrutinizing Alleged Misrepresentations Regarding Cloud Migration Following Massive 63.9% Term License Revenue Decline; March 9 Lead Plaintiff Deadline

SAN FRANCISCO , Feb. 24, 2026 /PRNewswire/ -- National shareholder rights law firm Hagens Berman is notifying investors in Varonis Systems, Inc. (NASDAQ: VRNS) regarding the approaching March 9, 2026, lead plaintiff deadline in a pending securities class action lawsuit that has been filed against the company and certain of its executives.

As alleged in the suit, the firm is examining whether Varonis executives concealed significant renewal softness within its Federal vertical and legacy on-premises business while publicly touting a de-risked transition to its new Software-as-a-Service (SaaS) platform.

The litigation follows the company's October 28, 2025 disclosure that its shift to a SaaS model was allegedly plagued by an inability to convert its existing customer base at the pace allegedly suggested to investors. This disclosure, which revealed a 63.9% year-over-year decline in term license revenue and a slashed ARR outlook, triggered a 48% single-day stock crash, wiping out approximately $3.8 billion in market value.

The firm urges VRNS investors who suffered substantial losses to submit your losses now.  VRNS investors may also visit Hagens Berman's VRNS Case page to view our latest investigation summary: www.hbsslaw.com/cases/varonis.

"Our investigation focuses on the alleged contrast between Varonis's claims of being 'well on our way' to a SaaS future and the alleged reality of a struggling Federal renewal cycle," said Reed Kathrein, the Hagens Berman partner leading the firm's investigation of the alleged claims in the pending suit.

VRNS Securities Class Action Spotlight: The "On-Premises" Drag and Federal Miss

The pending litigation centers on whether Varonis violated the federal securities laws by failing to disclose:

• Misrepresented Conversion Potential: Varonis allegedly assured investors that many existing customers would be converting from on-prem to SaaS, saying "we are well on our way to becoming a SaaS company[,]" that it would "accelerate [its] SaaS transition and enable [us] to realize the benefit of SaaS" well in advance of its initial plan, that it has a "massive opportunity to increase the ARR from our existing customer base[,]" and that gross customer retention and renewal rate are "all very strong." In reality, the lawsuit alleges the company was ill-equipped to convince its on-premises users to migrate at the speed represented.
• The Federal Vertical and On-Premises Collapse: On October 28, 2025, Varonis revealed that weaker renewals in its Federal vertical and non-Federal on-prem subscription business led to a performance miss, which the lawsuit alleges directly contradicted prior high confidence statements of Varonis's growth.
• Significant Guidance Reduction: Following the Q3 miss, the company slashed its Q4 revenue and full-year ARR guidance.
• 48% Single-Day Plummet: On this news, VRNS shares crashed from $63.00 to $32.34, representing a loss of nearly half the company's shareholder value in 24 hours.

Next Steps: Contact Partner Reed Kathrein Today

Hagens Berman is a top-tier plaintiff litigation firm with a successful track record for leading complex securities fraud class actions.

Mr. Kathrein is actively advising investors who purchased VRNS shares during the Class Period (February 4, 2025 – October 28, 2025) and suffered substantial losses.

The Lead Plaintiff Deadline is March 9, 2026.

📺  WATCH THE VRNS INVESTIGATION SUMMARY: Hagens Berman discusses the Varonis investigation and the pending claims: [www.youtube.com/watch?v=ADn3dK1YPBE]

TO SUBMIT YOUR VARONIS (VRNS) LOSSES NOW, PLEASE USE THE SECURE FORM BELOW:

• [ REPORT YOUR VRNS LOSSES TO HAGENS BERMAN ]
• Contact: Reed Kathrein at 844-916-0895 or email VRNS@hbsslaw.com

Whistleblowers: Persons with non-public information regarding Varonis should consider their options to help in the investigation or take advantage of the SEC Whistleblower program. Under the new program, whistleblowers who provide original information may receive rewards totaling up to 30 percent of any successful recovery made by the SEC. For more information, call Reed Kathrein at 844-916-0895 or email VRNS@hbsslaw.com.

About Hagens Berman
Hagens Berman is a global plaintiffs' rights complex litigation firm focusing on corporate accountability. The firm is home to a robust practice and represents investors as well as whistleblowers, workers, consumers and others in cases achieving real results for those harmed by corporate negligence and other wrongdoings. Hagens Berman's team has secured more than $2.9 billion in this area of law. More about the firm and its successes can be found at hbsslaw.com. Follow the firm for updates and news at @ClassActionLaw. 

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SOURCE Hagens Berman Sobol Shapiro LLP