TENB Insider Filing: RSU/PRSU Vestings Boost CEO Holdings; 28,500 Shares Sold at $30.25
Rhea-AI Filing Summary
Tenable Holdings insider report: Mark C. Thurmond, Co-Chief Executive Officer and director, filed a Form 4 disclosing multiple automatic acquisitions and a single taxable sale. On 08/22/2025 and 08/25/2025 he was credited with a series of vested RSUs and PRSUs totaling multiple grant-year vesting events, increasing his direct beneficial holdings from 73,889 shares to 107,542 shares after the 08/25/2025 transactions. On 08/25/2025 he recorded a sell-to-cover disposition of 28,500 shares at $30.25 per share to satisfy tax-withholding obligations related to RSU vesting. All acquisitions show $0 purchase price (vesting) and ownership is reported as direct.
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Insights
TL;DR: CEO disclosed multiple RSU/PRSU vestings and an automatic sell-to-cover of 28,500 shares to cover taxes; holdings rose materially.
The Form 4 reflects routine equity compensation settlement and tax-related disposition rather than open-market discretionary trading. Several performance and restricted stock units vested or were credited on 08/22/2025 and 08/25/2025, increasing the reporting person's direct holdings to 107,542 shares after the August transactions. The single sale of 28,500 shares at $30.25 is explicitly described as an automatic sell-to-cover for tax withholding. From a governance standpoint, these are typical executive compensation mechanics and indicate retention via equity vesting, not an active liquidation decision.
TL;DR: Insider holdings rose through vesting; one tax-driven sale executed at $30.25 for 28,500 shares—no open-market discretionary sale noted.
The disclosure details multiple vesting events for RSUs and PRSUs across prior grant cycles with specific payout certifications cited (e.g., 93.9%, 96.4%, 106% for various measurement periods). Vesting-driven issuances are recorded at $0 acquisition price as they represent granted compensation. The sell-to-cover transaction is quantified and priced, allowing precise calculation of shares retained versus sold for withholding. For investors assessing insider activity, this filing documents compensation realization rather than voluntary portfolio reallocation.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Restricted Stock Units | 1,363 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,857 | $0.00 | -- |
| Sale | Common Stock | 28,500 | $30.25 | $862K |
| Exercise | Common Stock | 1,363 | $0.00 | -- |
| Exercise | Common Stock | 3,857 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units | 1,162 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units | 2,267 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,713 | $0.00 | -- |
| Exercise | Restricted Stock Units | 46,585 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,368 | $0.00 | -- |
| Exercise | Common Stock | 1,162 | $0.00 | -- |
| Exercise | Common Stock | 2,267 | $0.00 | -- |
| Exercise | Common Stock | 3,713 | $0.00 | -- |
| Exercise | Common Stock | 46,585 | $0.00 | -- |
| Exercise | Common Stock | 4,368 | $0.00 | -- |
Footnotes (1)
- The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock. On February 21, 2024, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 22, 2023 and determined a 93.9% payout for the measurement period based on the Issuer's fiscal year 2023 criteria. 25% of the shares underlying the PRSUs vested on February 22, 2024, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. On February 13, 2025, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 22, 2024 and determined a 96.4% payout for the measurement period based on the Issuer's fiscal year 2024 criteria. 25% of the shares underlying the PRSUs vested on February 22, 2025, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. 25% of the shares underlying the RSUs vested on February 22, 2024, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. 25% of the shares underlying the RSUs vested on August 22, 2025, then 25% of the remaining will vest on February 22, 2026, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. 25% of the shares underlying the RSUs vested on February 22, 2025, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. On February 22, 2023, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 23, 2022 and determined a 106% payout for the measurement period based on the Issuer's fiscal year 2022 criteria. 25% of the shares underlying the PRSUs vested on February 23, 2023, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. 25% of the shares underlying the RSUs vested on February 23, 2023, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.
