Tenable (TENB) CFO settles 14,544 RSUs, 5,269 shares withheld for tax

Rhea-AI Filing Summary

Tenable Holdings, Inc. Chief Financial Officer Matthew Charles Brown reported equity award activity. He exercised or converted 14,544 Restricted Stock Units into the same number of shares of common stock at $0.00 per share. To cover income tax obligations on this RSU settlement, 5,269 shares of common stock were withheld by the company at a price of $17.55 per share, which the filing notes does not represent a market sale. Following these transactions, Brown directly holds 18,541 shares of common stock and 203,624 RSUs, each RSU representing a contingent right to receive one share of common stock.

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

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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)
02/23/2026

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
Common Stock	02/23/2026		M		14,544	A	$0	23,810	D
Common Stock	02/23/2026		F		5,269(1)	D	$17.55	18,541	D

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	(2)	02/23/2026		M			14,544	(3)	(3)	Common Stock	14,544	$0	203,624	D

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 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-Fact	02/25/2026
	** 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).
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FAQ

What insider transactions did Tenable (TENB) report for CFO Matthew Charles Brown?

Matthew Charles Brown exercised 14,544 RSUs into common stock and had 5,269 shares withheld for taxes. These actions are part of equity compensation, with the withheld shares satisfying income tax obligations rather than representing an open-market sale.

How many Tenable (TENB) shares does CFO Matthew Charles Brown hold after this Form 4?

After the reported transactions, Matthew Charles Brown directly holds 18,541 shares of Tenable common stock. He also holds 203,624 Restricted Stock Units, each of which represents a contingent right to receive one additional share of Tenable common stock in the future.

Were the 5,269 Tenable (TENB) shares in the Form 4 an open-market sale?

No, the 5,269 shares were withheld to satisfy income tax obligations on RSU settlement. The filing specifically states this withholding does not represent a sale, but rather payment of tax liability by delivering securities back to the issuer.

What is the significance of the 14,544 Tenable (TENB) RSUs in this filing?

The 14,544 RSUs were exercised or converted into common stock at $0.00 per share. Each RSU represents a contingent right to one share of Tenable common stock, reflecting part of the CFO’s equity-based compensation structure with future value tied to share ownership.

How are Tenable (TENB) RSUs described in Matthew Charles Brown’s Form 4?

Each RSU is described as a contingent right to receive one share of common stock. The filing notes that these equity awards convert into Tenable shares as they are settled, forming a significant portion of the CFO’s long-term compensation and alignment with shareholders.