VRNSVARONIS SYSTEMS INC

Services-Prepackaged Software

Revenue: $624M; 13% YoY
Operating margin: -23.5%; 10% YoY
EBITDA: −$134M; 26% YoY
Market cap: $5.6B
Employees: 2,658; $235K revenue each
Net debt / EBITDA: —
AI in 10-K: 11.4; mentions per 10K words

Takeover score 3 of 13

Fixable underperformance 2 of 7

TSR below peersYes
5 of 5 years
3+ of last 5 years
High CEO pay despite TSRNo
$14M median
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
—
Cash flow under 80% of net income
Dilutive SBCYes
21% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
78% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
13% of assets
Over 40% of assets
Shareholder dissentNo
91% lowest support
Any vote under 80% support

Buyer economics 1 of 4

Low revenue per employeeYes
$235K · 15th pct
Bottom quartile of its SIC industry
Quiet on AINo
11.4 per 10K words · 94th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
—
More cash than debt, positive EBITDA
Buyout-sizedNo
$5.6B market cap
Market cap $500M–$5B

Catalysts 0 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingNo
$1M net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$390M	$474M	$499M	$551M	$624M	13%
Operating income	−$99M	−$121M	−$117M	−$118M	−$147M	25%
Net income	−$117M	−$125M	−$101M	−$96M	−$129M	35%
Operating cash flow	$7M	$12M	$59M	$115M	$147M	28%
Capex	$10M	$11M	$5M	$7M	$13M	89%
Stock-based comp	$110M	$143M	$140M	$127M	$130M	2.8%
Buybacks	$0	$56M	$44M	$0	$115M

Deal filings

None.

13D filers

None on file.

Insider trading

Open-market buys, 12 mo: $1M · 4
Open-market sells, 12 mo: $0 · 0
Net: $1M

Pay vs performance

Year	CEO total comp	Comp actually paid	TSR (indexed)	Peer TSR
FY2025	$14M	−$4M	60	258
FY2024	$15M	$20M	81	201
FY2023	$14M	$51M	83	147
FY2022	$10M	−$9M	44	89
FY2021	$10M	$13M	89	138