Tenable CFO reports RSU settlement and tax share withholding

Rhea-AI Filing Summary

Tenable Holdings, Inc. (TENB) filed a Form 4 for its Chief Financial Officer reporting equity award activity on common stock. On 11/21/2025, 14,544 shares of common stock were acquired at a price of $0 through the settlement of previously granted Restricted Stock Units (RSUs), increasing direct common share ownership at that time to 14,544 shares.

Also on 11/21/2025, 5,278 shares of common stock were withheld at a price of $26.06 to cover income tax withholding and remittance obligations tied to the RSU settlement, and this withholding is explicitly described as not representing a sale. After these transactions, the reporting person directly held 9,266 shares of common stock and 218,168 RSUs.

Each RSU represents a contingent right to receive one share of Tenable common stock. The RSUs are scheduled to vest in 16 equal quarterly installments over four years starting on November 21, 2025, subject to continued service and specified accelerated vesting conditions.

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

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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)
11/21/2025

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
Common Stock	11/21/2025		M		14,544	A	$0	14,544	D
Common Stock	11/21/2025		F		5,278(1)	D	$26.06	9,266	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)	11/21/2025		M			14,544	(3)	(3)	Common Stock	14,544	$0	218,168	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 will 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	11/25/2025
	** 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 insider transaction did Tenable (TENB) report in this Form 4?

The Chief Financial Officer of Tenable Holdings, Inc. (TENB) reported the acquisition of 14,544 shares of common stock at $0 per share on 11/21/2025 through the settlement of Restricted Stock Units (RSUs).

How many Tenable (TENB) shares were withheld for taxes in this Form 4?

The filing shows that 5,278 shares of Tenable common stock were withheld at $26.06 per share to satisfy income tax withholding and remittance obligations related to the RSU settlement, and this is stated as not representing a sale.

How many Tenable (TENB) shares does the CFO own after the reported transactions?

After the reported 11/21/2025 transactions, the CFO directly owns 9,266 shares of Tenable common stock, according to the Form 4 table.

How many Restricted Stock Units does the Tenable CFO hold after this Form 4?

Following the reported activity, the CFO beneficially owns 218,168 Restricted Stock Units (RSUs), each representing a contingent right to receive one share of Tenable common stock.

What is the vesting schedule for the Tenable (TENB) RSUs reported?

The RSUs are scheduled to vest in 16 equal quarterly installments over 4 years starting on November 21, 2025, subject to the reporting person's continuous service with Tenable and to specified accelerated vesting conditions.

Does the Tenable Form 4 indicate an open market sale by the CFO?

No. The explanation states that the 5,278 shares were withheld by Tenable to satisfy tax withholding and remittance obligations in connection with RSU net settlement and do not represent a sale.