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  4. [Form 4] Tenable Holdings, Inc. Insider Trading Activity

Tenable (TENB) CFO converts stock units; shares withheld for taxes

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

Rhea-AI Filing Summary

Tenable Holdings, Inc. (TENB) reported insider equity activity by Chief Financial Officer Matthew Charles Brown. On 2026-08-21, 14,544 Restricted Stock Units (RSUs), each representing one share of common stock, were exercised and converted into 14,544 shares of common stock. Following this conversion, Brown held 174,536 RSUs directly.

On the same date, 7,400 shares of common stock were withheld by Tenable at $34.38 per share to satisfy income tax withholding and remittance obligations in connection with the net settlement of the RSUs; the issuer states this does not represent a sale. The RSUs subject to this award will vest in 16 equal quarterly installments over four years starting November 21, 2025, contingent on continued service and with potential accelerated vesting in specified circumstances. The filing indicates the Rule 10b5-1 trading plan checkbox was not selected.

Positive

  • None.

Negative

  • None.
Insider Brown Matthew Charles
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F3 14,544 $0.00 $0.00
Exercise Common Stock 14,544 $0.00 $0.00
Tax Withholding Common Stock F1 7,400 $34.38 $254K
Holdings After Transaction: Restricted Stock Units — 174,536 shares (Direct); Common Stock — 47,010 shares (Direct)
Footnotes (3)
  1. F1. 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. F2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
  3. F3. 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.
RSUs exercised 14,544 RSUs RSUs converted into 14,544 shares of common stock on 2026-08-21
Shares withheld for taxes 7,400 shares Common shares withheld to satisfy income tax obligations on 2026-08-21
Withholding price per share $34.38 per share Price used for withholding 7,400 shares for income tax obligations
RSUs held after transaction 174,536 RSUs Direct RSU holdings of Matthew Charles Brown following the RSU conversion
RSU vesting installments 16 quarterly installments RSUs vest over 4 years starting November 21, 2025
RSU vesting period 4 years Time over which the RSUs vest, beginning November 21, 2025
Restricted Stock Units financial
"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"
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.
net settlement financial
"income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units"
income tax withholding financial
"shares of Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations"
vesting financial
"The RSUs will vest in 16 equal quarterly instalments over 4 years starting November 21, 2025"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
contingent right financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock"

FAQ

What insider transactions did TENB CFO Matthew Charles Brown report on this Form 4?
Brown reported the exercise of 14,544 RSUs into 14,544 shares of Tenable common stock on 2026-08-21, and the issuer withheld 7,400 shares to cover income tax obligations related to the RSU net settlement, which the company states does not constitute a sale.

How many RSUs does TENB CFO Matthew Charles Brown hold after these transactions?
After the 2026-08-21 RSU conversion, Matthew Charles Brown directly held 174,536 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of Tenable common stock, subject to the vesting schedule and continued service conditions described in the award.

What price was used to withhold TENB shares for taxes in this Form 4?
Tenable withheld 7,400 shares of common stock at $34.38 per share to satisfy its income tax withholding and remittance obligations associated with the net settlement of RSUs held by CFO Matthew Charles Brown on 2026-08-21.

Does the TENB Form 4 indicate any open-market buying or selling by the CFO?
No. The filing reports an RSU exercise and a withholding of 7,400 shares for tax obligations, which the company explicitly states does not represent a sale. There are no open-market purchase or sale transactions reported in this Form 4.

What is the vesting schedule for the RSUs reported by TENB’s CFO?
The RSUs reported by TENB’s CFO will vest in 16 equal quarterly installments over 4 years, beginning on November 21, 2025. Vesting is conditioned on the reporting person’s continuous service with Tenable and may be subject to accelerated vesting in specified circumstances.

Were the TENB insider transactions made under a Rule 10b5-1 trading plan?
The Form 4 indicates that the Rule 10b5-1 trading plan checkbox was not selected, meaning the reported RSU exercise and tax-related share withholding are not affirmed as transactions made pursuant to a Rule 10b5-1 trading plan in this filing.

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Form 4 Insider Transactions: What Each Field Means →
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*
Brown Matthew Charles
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026		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 Stock08/21/2026M14,544A$054,410D
Common Stock08/21/2026F7,400(1)D$34.3847,010D
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
Restricted Stock Units(2)08/21/2026M14,544 (3) (3)Common Stock14,544$0174,536D
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 restricted stock unit ("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-Fact08/25/2026
** 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)

Source: View Original Filing on SEC EDGAR