TENB Form 4: 232,712 RSUs Awarded to Chief Financial Officer

Rhea-AI Filing Summary

Tenable Holdings CFO received a grant of 232,712 restricted stock units (RSUs) that represent the right to one share of common stock each. The RSUs were granted on 08/21/2025 at zero per-share price and are reported as beneficially owned by the reporting person following the transaction. The award vests in equal quarterly installments over four years beginning with the first vesting on 11/21/2025, subject to continuous service and specified accelerated-vesting conditions. The Form 4 was filed jointly for one reporting person and signed by an attorney-in-fact on 08/25/2025.

Positive

• Clear disclosure of grant date, amount (232,712 RSUs), and vesting schedule
• Aligns executive compensation with equity through stock-settled RSUs rather than cash
• Specific first vesting date provided: 11/21/2025, improving transparency

Negative

• Potential dilution when 232,712 shares are issued upon vesting
• No dollar value or performance conditions disclosed in the filing beyond service-based vesting

Insights

Financial Analyst

TL;DR: A sizable RSU grant to the CFO aligns compensation with equity performance but is routine for executive pay.

The filing documents an award of 232,712 RSUs to the company's Chief Financial Officer, recorded on 08/21/2025, with vesting over four years starting 11/21/2025. The grant is reported at a $0 price because RSUs convert to common shares upon vesting rather than being purchased. From a financial perspective, this is a non-cash, equity-based compensation event that will dilute existing shareholders when shares are issued on vesting dates, subject to acceleration triggers. The disclosure follows Section 16 reporting requirements and provides clear vesting schedule and conditions.

Corporate Governance Expert

TL;DR: The Form 4 shows standard executive equity compensation with explicit vesting schedule and acceleration provisions.

The report identifies the reporting person as an officer (CFO) and documents beneficial ownership of 232,712 RSUs after the grant. Vesting in equal quarterly installments over four years with the first vest date specified provides transparency on service-based retention mechanics. The filing is timely and signed by an attorney-in-fact. The disclosure does not include additional governance terms beyond vesting and acceleration references.

SEC Form 4

FORM 4

UNITED 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
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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 MD 21044

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/21/2025		A		232,712		(2)	(2)	Common Stock	232,712	$0	232,712	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.

2. The RSUs will vest in equal quarterly installments over four years with the first vest occurring on 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-Fact	08/25/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Tenable Holdings (TENB) report on Form 4?

The Form 4 reports a grant of 232,712 restricted stock units (RSUs) to the Chief Financial Officer, dated 08/21/2025.

When do the RSUs granted to the CFO of TENB begin vesting?

Vesting begins on 11/21/2025 and occurs in equal quarterly installments over four years, subject to continuous service and specified acceleration conditions.

How many shares will the CFO own after the reported transaction?

The filing reports beneficial ownership of 232,712 RSUs, each representing one share of common stock upon settlement.

Was any cash paid for the RSUs in the TENB Form 4 filing?

No cash price is reported; the RSUs are documented with a $0 per-unit price because they convert to shares upon vesting.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by David Bartholomew, Attorney-in-Fact, on 08/25/2025.