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

Financial Analyst

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.

Corporate Governance Expert

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.

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
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^*

Vintz Stephen A

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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
Common Stock	08/22/2025		M		1,594	A	$0	329,602	D
Common Stock	08/22/2025		M		2,345	A	$0	331,947	D
Common Stock	08/22/2025		M		5,095	A	$0	337,042	D
Common Stock	08/22/2025		M		46,585	A	$0	383,627	D
Common Stock	08/22/2025		M		4,518	A	$0	388,145	D
Common Stock	08/25/2025		S(1)		29,196	D	$30.25	358,949	D
Common Stock	08/25/2025		M		1,878	A	$0	360,827	D
Common Stock	08/25/2025		M		5,316	A	$0	366,143	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
Performance Restricted Stock Units	(2)	08/22/2025		M			1,594	(3)	(3)	Common Stock	1,594	$0	9,573	D
Performance Restricted Stock Units	(2)	08/22/2025		M			2,345	(4)	(4)	Common Stock	2,345	$0	23,457	D
Restricted Stock Units	(2)	08/22/2025		M			5,095	(5)	(5)	Common Stock	5,095	$0	30,571	D
Restricted Stock Units	(2)	08/22/2025		M			46,585	(6)	(6)	Common Stock	46,585	$0	139,758	D
Restricted Stock Units	(2)	08/22/2025		M			4,518	(7)	(7)	Common Stock	4,518	$0	45,188	D
Performance Restricted Stock Units	(2)	08/25/2025		M			1,878	(8)	(8)	Common Stock	1,878	$0	3,760	D
Restricted Stock Units	(2)	08/25/2025		M			5,316	(9)	(9)	Common Stock	5,316	$0	10,632	D

Explanation of Responses:

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.

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

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

Remarks:

	/s/ David Bartholomew, Attorney-in-Fact	08/26/2025
	** 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 TENB insider Stephen A. Vintz report on Form 4?

He reported multiple RSU and PRSU vestings on 08/22/2025 and 08/25/2025 and an automatic sell-to-cover of 29,196 shares at $30.25 to cover taxes.

Were the stock sales discretionary or automatic for TENB insider filings?

The Form 4 states the sale was an automatic sell-to-cover transaction executed to satisfy tax withholding obligations and not a discretionary trade.

How many TENB shares did Vintz beneficially own after the reported transactions?

Following the reported transactions, the filing shows 366,143 shares before the sell-to-cover and 358,949 shares after the sale on 08/25/2025.

What are PRSUs and how did they pay out for TENB?

Performance Restricted Stock Units (PRSUs) are contingent awards that convert to shares when performance criteria are met; payouts cited include 93.9% for fiscal 2023 and 96.4% for fiscal 2024 measurement periods.

Are the reported holdings direct or indirect?

All reported post-transaction holdings in this Form 4 are listed as Direct (D) beneficial ownership.