TENB Form 4: CEO Vintz Receives RSUs, Automatic Sale at $30.25 to Cover Taxes
Rhea-AI Filing Summary
Insider transactions at Tenable Holdings (TENB): Stephen A. Vintz, Co-Chief Executive Officer and director, reported multiple automatic acquisitions and one sale tied to vesting of restricted stock units. On 08/22/2025 and 08/25/2025 he was credited with a series of RSU and performance RSU vestings totaling incremental additions to his beneficial ownership, bringing holdings to 366,143 shares before an automatic tax-withholding sale. On 08/25/2025 he reported a sell-to-cover transaction of 29,196 shares at $30.25 per share to satisfy tax withholding obligations related to RSU vesting. All holdings are reported as direct beneficial ownership.
Positive
- Receipt of RSUs and PRSUs increased the reporting person's direct ownership, reflecting compensation aligned with shareholder incentives
- Performance PRSU payouts certified at specified percentages (e.g., 93.9% and 96.4%) indicating achievement of measured performance criteria
Negative
- Automatic sale of 29,196 shares at $30.25 on 08/25/2025 to satisfy tax withholding reduced the reporting person's share count
- No indication of indirect ownership or joint filings beyond the single reporting person, limiting insight into broader insider group actions
Insights
TL;DR: Routine executive equity vesting with an automatic sell-to-cover for taxes; no discretionary large-scale disposition reported.
The filing documents multiple RSU and PRSU vesting events credited to the CEO that increased direct holdings, followed by a single automated sale of 29,196 shares at $30.25 to cover tax withholding. The transactions are labeled Code M (acquisitions on vesting) and Code S for the sale, and the filing states the sale was automatic to satisfy tax obligations rather than a voluntary trade. From an investor viewpoint, these are compensation-related movements rather than signals of a CEO-initiated liquidity event.
TL;DR: Compensation realizations and routine tax-withholding sale; consistent with standard equity-based executive compensation practices.
The report shows vesting mechanics: PRSUs with previously certified payout percentages (e.g., 93.9% and 96.4%) and staggered vesting schedules, and RSUs vesting in installments. The disclosure explains accelerated vesting conditions and confirms direct beneficial ownership. The single sell-to-cover transaction is explicitly to fund taxes and was executed automatically, aligning with typical governance controls for equity compensation administration.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Restricted Stock Units | 1,878 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,316 | $0.00 | -- |
| Sale | Common Stock | 29,196 | $30.25 | $883K |
| Exercise | Common Stock | 1,878 | $0.00 | -- |
| Exercise | Common Stock | 5,316 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units | 1,594 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units | 2,345 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,095 | $0.00 | -- |
| Exercise | Restricted Stock Units | 46,585 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,518 | $0.00 | -- |
| Exercise | Common Stock | 1,594 | $0.00 | -- |
| Exercise | Common Stock | 2,345 | $0.00 | -- |
| Exercise | Common Stock | 5,095 | $0.00 | -- |
| Exercise | Common Stock | 46,585 | $0.00 | -- |
| Exercise | Common Stock | 4,518 | $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 vest 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.
