STOCK TITAN

Tenable (TENB) Co-CEO settles RSU and PRSU awards with tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tenable Holdings Co-Chief Executive Officer Stephen A. Vintz reported compensation-related stock activity tied to vesting of restricted stock units and performance restricted stock units on May 22, 2026. He exercised awards covering 27,413 shares of common stock, converting RSUs and PRSUs into regular shares.

To cover income tax obligations from this vesting, 13,121 shares were withheld by the company at a value of $25.45 per share, which the filing notes does not represent an open-market sale. After these transactions, Vintz directly holds 475,587 shares of Tenable common stock.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU and PRSU vesting with tax withholding, no open-market trades.

The filing shows Stephen A. Vintz, Co-Chief Executive Officer of Tenable Holdings, converting equity awards into 27,413 shares of common stock and having 13,121 shares withheld at $25.45 per share to satisfy tax obligations. Codes M and F indicate option/RSU exercises and tax withholding, not market purchases or sales.

No open-market buy or sell transactions are reported, and derivativeSummary is empty, consistent with equity awards being settled. Following the activity, Vintz directly holds 475,587 common shares, suggesting these events are part of ongoing compensation and vesting schedules rather than a change in his discretionary exposure.

Insider Vintz Stephen A
Role Co-Chief Executive Officer
Type Security Shares Price Value
Exercise Performance Restricted Stock Units 1,595 $0.00 --
Exercise Performance Restricted Stock Units 2,345 $0.00 --
Exercise Performance Restricted Stock Units 6,095 $0.00 --
Exercise Restricted Stock Units 5,095 $0.00 --
Exercise Restricted Stock Units 7,764 $0.00 --
Exercise Restricted Stock Units 4,519 $0.00 --
Exercise Common Stock 1,595 $0.00 --
Tax Withholding Common Stock 764 $25.45 $19K
Exercise Common Stock 2,345 $0.00 --
Tax Withholding Common Stock 1,123 $25.45 $29K
Exercise Common Stock 6,095 $0.00 --
Tax Withholding Common Stock 2,917 $25.45 $74K
Exercise Common Stock 5,095 $0.00 --
Tax Withholding Common Stock 2,438 $25.45 $62K
Exercise Common Stock 7,764 $0.00 --
Tax Withholding Common Stock 3,716 $25.45 $95K
Exercise Common Stock 4,519 $0.00 --
Tax Withholding Common Stock 2,163 $25.45 $55K
Holdings After Transaction: Performance Restricted Stock Units — 4,790 shares (Direct, null); Restricted Stock Units — 15,286 shares (Direct, null); Common Stock — 475,129 shares (Direct, null)
Footnotes (1)
  1. 820 shares were acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). 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. Each 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. On February 25, 2026, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 21, 2025 and determined a 97.2% payout for the measurement period based on the Issuer's fiscal year 2025 criteria. 25% of the shares underlying the PRSUs vested on February 25, 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, 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, 25% 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.
Shares from award exercises 27,413 shares Common stock acquired via RSU and PRSU exercises on May 22, 2026
Shares withheld for taxes 13,121 shares Withheld to satisfy income tax obligations from vesting at $25.45 per share
Tax withholding share value $25.45 per share Value applied to shares withheld for tax remittance
Post-transaction holdings 475,587 shares Tenable common stock directly held by Stephen Vintz after transactions
Tax-withholding transactions 6 entries, 13,121 shares Form 4 summary of F-code tax-withholding dispositions
Equity award exercises 6 entries, 27,413 shares Form 4 summary of M-code derivative exercises/conversions
Employee Stock Purchase Plan financial
"820 shares were acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d)…"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Restricted Stock Units financial
"Represents the number of shares of Common Stock that have been withheld…in connection with the net settlement of the Restricted Stock Units ("RSUs")…"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Restricted Stock Units financial
"the Performance Restricted Stock Units (PRSUs) granted on February 22, 2023 and determined a 93.9% payout…"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Rule 16b-3(d) regulatory
"820 shares were acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d)…"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
net settlement financial
"shares…withheld by the issuer to satisfy its income tax withholding…in connection with the net settlement of the Restricted Stock Units"
SEC Form 4
FORM 4UNITED 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 MARYLAND 21044

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/22/2026M1,595A$0475,129(1)D
Common Stock05/22/2026F764(2)D$25.45474,365D
Common Stock05/22/2026M2,345A$0476,710D
Common Stock05/22/2026F1,123(2)D$25.45475,587D
Common Stock05/22/2026M6,095A$0481,682D
Common Stock05/22/2026F2,917(2)D$25.45478,765D
Common Stock05/22/2026M5,095A$0483,860D
Common Stock05/22/2026F2,438(2)D$25.45481,422D
Common Stock05/22/2026M7,764A$0489,186D
Common Stock05/22/2026F3,716(2)D$25.45485,470D
Common Stock05/22/2026M4,519A$0489,989D
Common Stock05/22/2026F2,163(2)D$25.45487,826D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units(3)05/22/2026M1,595 (4) (4)Common Stock1,595$04,790D
Performance Restricted Stock Units(3)05/22/2026M2,345 (5) (5)Common Stock2,345$016,422D
Performance Restricted Stock Units(3)05/22/2026M6,095 (6) (6)Common Stock6,095$067,052D
Restricted Stock Units(3)05/22/2026M5,095 (7) (7)Common Stock5,095$015,286D
Restricted Stock Units(3)05/22/2026M7,764 (8) (8)Common Stock7,764$085,408D
Restricted Stock Units(3)05/22/2026M4,519 (9) (9)Common Stock4,519$031,633D
Explanation of Responses:
1. 820 shares were acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
2. 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.
3. Each RSU represents a contingent right to receive one share of Issuer common stock.
4. 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.
5. 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.
6. On February 25, 2026, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 21, 2025 and determined a 97.2% payout for the measurement period based on the Issuer's fiscal year 2025 criteria. 25% of the shares underlying the PRSUs vested on February 25, 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, 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.
8. 25% of the shares underlying the RSUs vested on August 22, 2025, 25% 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.
9. 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.
Remarks:
/s/ David Bartholomew, Attorney-in-Fact05/26/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Tenable (TENB) Co-CEO Stephen Vintz report?

Stephen Vintz reported vesting-related transactions, exercising awards for 27,413 Tenable common shares and having 13,121 shares withheld for taxes at $25.45 per share. These were equity compensation events rather than open-market buying or selling of stock.

Did Tenable (TENB) Co-CEO Stephen Vintz sell shares on the open market?

The filing does not report any open-market sales. Shares coded with transaction code F were withheld by Tenable to satisfy income tax obligations from RSU and PRSU vesting, and the footnote explicitly states this withholding does not represent a sale on the market.

How many Tenable (TENB) shares does Stephen Vintz hold after these transactions?

After the reported vesting and tax withholding transactions, Stephen Vintz directly holds 475,587 shares of Tenable common stock. This figure comes from the post-transaction ownership reported for the non-derivative common stock holdings in the Form 4 filing.

What is the significance of the $25.45 price in the Tenable (TENB) Form 4?

The $25.45 figure is the value per share used when Tenable withheld 13,121 shares to cover income tax obligations from RSU and PRSU vesting. It is not an open-market transaction price but a valuation applied for tax-withholding purposes in the compensation process.

What types of equity awards vested for Tenable (TENB) Co-CEO Stephen Vintz?

The Form 4 shows vesting and conversion of Restricted Stock Units and Performance Restricted Stock Units into common stock. Each RSU or PRSU represents a right to receive one Tenable common share upon vesting, subject to performance certification and continued service conditions outlined by the compensation committee.

How many shares were exercised versus withheld in this Tenable (TENB) Form 4?

Awards covering 27,413 shares were exercised or converted into Tenable common stock, while 13,121 shares were withheld to satisfy income tax obligations. The company’s footnote clarifies that these withheld shares are for tax remittance and are not treated as market sales.