Is VRNS diluting shareholders?

Read three numbers together: shares outstanding over time (114.9M as of 2026-07-24), warrants that can convert into new shares (0 reported), and how much cash runway remains. A company short on cash with live registrations is structurally likely to issue shares.

Where do these numbers come from?

SEC EDGAR only: the XBRL company-facts API for shares, warrants and cash, and filing metadata for registrations and pricings. Every figure shows its source form, and nothing here is estimated by us beyond the arithmetic stated next to it.

Why might a warrant tranche be missing from the table?

The tranche table is built from the dimensions the company tagged in its own 10-Q or 10-K XBRL. A tranche the filer chose not to dimension does not appear, and its absence proves nothing: the exhibits remain the ground truth. Everything shown carries the filing it came from.

Dilution profile // every instrument, one screen, from SEC filings

VARONIS SYSTEMS INC (VRNS)

CIK 1361113 · all EDGAR filings →

Overall dilution risk

HIGHworst of 4 computed signals (offering ability)

= the worst band among the computed sub-ratings, no hidden weighting

Offering ability

HIGHS-3ASR on file 2021-02-09

= is there a registration (S-1/S-3 family) on file without a later withdrawal

no structured fee data on the live registrations, so this is a yes/no, not a size

Overhead supply

LOWwarrants = 0% of O/S

= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)

warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this

Historical dilution

LOW+5% O/S in 3y

= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative

Cash need

LOWoperating cash flow positive

= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Latest: 114.9M shares as of Jul 24, 2026 (10-Q).

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 0 underlying shares, as reported Dec 31, 2014 (10-K).

Balance-sheet fair value of warrants: $0 as of Sep 30, 2014.

Rough fully diluted estimate: 114.9M = 114.9M O/S + 0 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

Note	Principal	Carrying	Conv. price	Rate	If converted
2029 Senior Notes	$460.0M	—	$67.83	1%	~6.8M sh

If every note above converted at its tagged price: ~6.8M new shares on 114.9M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Jul 29, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding	114.9M	Jul 24, 2026
+ Warrants (aggregate, as tagged) (if exercised)	0	Dec 31, 2014
+ 2029 Senior Notes (if fully converted)	6.8M	Sep 10, 2024
Fully diluted estimate	121.6M	+5.9% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Last 12 months: 0 executed · 0 registered.

EXECUTEDSep 10, 2024Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDFeb 12, 2021Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

EXECUTEDFeb 10, 2021Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

REGISTEREDFeb 9, 2021Automatic shelf registration — effective immediately (large filers)S-3ASR →

EXECUTEDMay 11, 2020Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDMar 3, 2014Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4 →

REGISTEREDFeb 27, 2014S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

EFFECTIVEFeb 27, 2014SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDFeb 26, 2014S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

REGISTEREDFeb 18, 2014S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

REGISTEREDFeb 6, 2014S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

REGISTEREDNov 12, 2013S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

Keep going: float checker · offering calendar · short-squeeze screener · full VRNS workspace