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Tenable (NASDAQ: TENB) CFO settles RSUs, 5,219 shares withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tenable Holdings Chief Financial Officer Matthew Charles Brown reported routine equity compensation activity. He exercised 14,544 Restricted Stock Units into the same number of shares of Common Stock, with no exercise price. In connection with this net settlement, 5,219 shares of Common Stock were withheld by Tenable to satisfy income tax withholding obligations, and the footnotes clarify this does not represent a sale.

Following these transactions, Brown directly holds 39,866 shares of Common Stock. He also holds 189,080 Restricted Stock Units, each representing a contingent right to receive one share of Common Stock. These RSUs are scheduled to vest in 16 equal quarterly installments over four years starting November 21, 2025, subject to his continuous service and specified acceleration conditions.

Positive

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Insider Brown Matthew Charles
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 14,544 $0.00 --
Exercise Common Stock 14,544 $0.00 --
Tax Withholding Common Stock 5,219 $25.17 $131K
Holdings After Transaction: Restricted Stock Units — 189,080 shares (Direct, null); Common Stock — 45,085 shares (Direct, null)
Footnotes (1)
  1. Represents the number of shares of Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale. Each RSU represents a contingent right to receive one share of Issuer common stock. The RSUs will vest in 16 equal quarterly instalments over 4 years starting November 21, 2025, 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.
RSUs exercised 14,544 units Restricted Stock Units converted into Common Stock on May 21, 2026
Shares withheld for tax 5,219 shares Common Stock withheld to satisfy income tax obligations
Tax withholding reference price $25.17 per share Price used for shares withheld for tax obligations
Common Stock held after transaction 39,866 shares Direct holdings of CFO following Form 4 transactions
RSUs outstanding 189,080 units Restricted Stock Units held after transactions
RSU vesting schedule 16 quarterly installments over 4 years Vesting begins November 21, 2025, subject to continuous service
Restricted Stock Units financial
"The RSUs will vest in 16 equal quarterly instalments over 4 years starting November 21, 2025"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
net settlement financial
"in connection with the net settlement of the Restricted Stock Units ("RSUs")"
income tax withholding financial
"withheld by the issuer to satisfy its income tax withholding and remittance obligations"
contingent right financial
"Each RSU represents a contingent right to receive one share of Issuer common stock"
accelerated vesting financial
"subject to accelerated vesting in specified circumstances"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brown Matthew Charles
(Last)(First)(Middle)
C/O TENABLE HOLDINGS, INC.
6100 MERRIWEATHER DRIVE
(Street)
COLUMBIA MARYLAND 21044
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026M14,544A$045,085D
Common Stock05/21/2026F5,219(1)D$25.1739,866D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)05/21/2026M14,544 (3) (3)Common Stock14,544$0189,080D
Explanation of Responses:
1. Represents the number of shares of Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale.
2. Each RSU represents a contingent right to receive one share of Issuer common stock.
3. The RSUs will vest in 16 equal quarterly instalments over 4 years starting November 21, 2025, 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.
Remarks:
/s/ David Bartholomew, Attorney-in-Fact05/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Tenable (TENB) report for its CFO?

Tenable reported that CFO Matthew Charles Brown exercised 14,544 Restricted Stock Units into Common Stock. As part of a net share settlement, 5,219 shares were withheld by the company to cover tax obligations, and the filing specifies this withholding is not a market sale.

How many Tenable (TENB) RSUs did the CFO convert into Common Stock?

The CFO converted 14,544 Restricted Stock Units into 14,544 shares of Tenable Common Stock. The transaction was reported with a zero exercise price, reflecting equity compensation rather than an open-market purchase, and occurred as part of a routine RSU vesting and settlement process.

How many Tenable (TENB) shares were withheld for the CFO’s taxes?

Tenable withheld 5,219 shares of Common Stock to satisfy income tax withholding and remittance obligations. The footnote emphasizes that this withholding is purely for tax purposes and does not represent a sale of shares into the market by the CFO.

What are the Tenable (TENB) CFO’s holdings after this Form 4?

After the reported transactions, the CFO directly holds 39,866 shares of Tenable Common Stock. He also holds 189,080 Restricted Stock Units, each representing a contingent right to receive one share of Common Stock upon future vesting, subject to service-based conditions.

What is the vesting schedule for the Tenable (TENB) CFO’s RSUs?

The RSUs will vest in 16 equal quarterly installments over four years starting November 21, 2025. Vesting is conditioned on the CFO’s continuous service with Tenable on each applicable vesting date, with potential accelerated vesting in specified circumstances described in the award terms.