Tenable Co-CEO exercises RSUs, shares withheld
Tenable Holdings, Inc. Co-Chief Executive Officer Mark C. Thurmond reported routine equity compensation activity.
Rhea-AI Filing Summary
Tenable Holdings, Inc. Co-Chief Executive Officer Mark C. Thurmond reported routine equity compensation activity. On May 22, 2026, he exercised or converted awards into a total of 25,369 shares of Common Stock tied to Restricted Stock Units and Performance Restricted Stock Units. In connection with these vestings, 12,268 shares were withheld by the company at $25.45 per share to satisfy income tax obligations, and the filing notes these withholdings do not represent sales into the market. Following these transactions, Thurmond directly holds 182,188 shares of Tenable common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
25,369 shares exercised/converted
Exercise
18 txns
Insider
Thurmond Mark C.
Role
Co-Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Restricted Stock Units | 1,162 | $0.00 | $0.00 |
| Exercise | Performance Restricted Stock Units | 2,267 | $0.00 | $0.00 |
| Exercise | Performance Restricted Stock Units | 6,095 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 3,713 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 7,764 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 4,368 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,162 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 562 | $25.45 | $14K |
| Exercise | Common Stock | 2,267 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 1,097 | $25.45 | $28K |
| Exercise | Common Stock | 6,095 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 2,947 | $25.45 | $75K |
| Exercise | Common Stock | 3,713 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 1,796 | $25.45 | $46K |
| Exercise | Common Stock | 7,764 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 3,754 | $25.45 | $96K |
| Exercise | Common Stock | 4,368 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 2,112 | $25.45 | $54K |
Holdings After Transaction:
Performance Restricted Stock Units — 86,417 contracts (Direct);
Restricted Stock Units — 127,123 contracts (Direct);
Common Stock — 182,188 shares (Direct)
Footnotes (9)
- F1. 820 shares were acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
- F2. 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.
- F3. Each RSU represents a contingent right to receive one share of Issuer common stock.
- F4. 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.
- F5. 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.
- F6. On February 25, 2026, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 21, 2025 and determined a 97.2% payout for the measurement period based on the Issuer's fiscal year 2025 criteria. 25% of the shares underlying the PRSUs vested on February 25, 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.
- F7. 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.
- F8. 25% of the shares underlying the RSUs vested on August 22, 2025, 25% 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.
- F9. 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.
Key Figures
RSU/PRSU shares exercised: 25,369 shares
Shares withheld for taxes: 12,268 shares
Withholding reference price: $25.45 per share
+4 more
7 metrics
RSU/PRSU shares exercised
25,369 shares
Common Stock from RSU and PRSU exercises on May 22, 2026
Shares withheld for taxes
12,268 shares
Withheld by issuer at $25.45 per share for tax obligations
Withholding reference price
$25.45 per share
Price used for tax-withholding share value on May 22, 2026
Common shares held after transactions
170,249 shares
Direct Tenable common stock ownership following May 22, 2026 activity
Exercise transactions
6 transactions, 25,369 shares
Derivative exercises/conversions (code M) summarized in filing
Tax-withholding transactions
6 transactions, 12,268 shares
Tax-withholding dispositions (code F) summarized in filing
ESPP shares acquired
820 shares
Acquired under Employee Stock Purchase Plan, exempt under Rule 16b-3
Key Terms
Restricted Stock Units, Performance Restricted Stock Units, Employee Stock Purchase Plan, Rule 16b-3, +1 more
5 terms
Restricted Stock Units financial
"Restricted Stock Units ("RSUs") and does not represent a sale."
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.
Performance Restricted Stock Units financial
"the Performance Restricted Stock Units (PRSUs) granted on February 22, 2023"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Employee Stock Purchase Plan financial
"shares were acquired under the Issuer's Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Rule 16b-3 regulatory
"exempt under both Rule 16b-3(d) and Rule 16b-3(c)."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
income tax withholding financial
"withheld by the issuer to satisfy its income tax withholding and remittance obligations"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Tenable (TENB) Co-CEO Mark Thurmond report?
Mark Thurmond reported routine equity compensation activity, exercising or converting awards into 25,369 shares of Tenable common stock. The company withheld 12,268 of those shares to cover income taxes, and the filing specifies these withholdings do not represent market sales.
Were any of Mark Thurmond’s Tenable (TENB) Form 4 transactions open-market sales?
The filing indicates no open-market sales. Shares with transaction code “F” were withheld by Tenable to satisfy income tax obligations at $25.45 per share, and a footnote clarifies these withholdings are not sales into the market.
What role did Restricted Stock Units play in this Tenable (TENB) Form 4?
Restricted Stock Units and Performance Restricted Stock Units converted into 25,369 Tenable common shares on May 22, 2026. Footnotes explain that each RSU or PRSU represents a contingent right to one share, with vesting schedules tied to service and previously certified performance.
AI-generated analysis. How Rhea-AI works. Not financial advice.
