Tenable (TENB) insider RSU vesting and tax-withheld shares detailed

Rhea-AI Filing Summary

Tenable Holdings, Inc. (TENB) reported insider equity activity for its Co-Chief Executive Officer and director on 11/24/2025. Multiple blocks of Performance Restricted Stock Units and Restricted Stock Units were converted into shares of common stock at an exercise price of $0, increasing the reporting person's direct holdings.

In connection with these vestings, several transactions at $25.68 per share reflect shares of common stock withheld by Tenable to cover income tax withholding obligations, as explained in the footnotes, and are not open-market sales. Following the reported transactions, the reporting person directly beneficially owned 373,496 shares of Tenable common stock, along with remaining awards of performance and time-based restricted stock units that continue to vest over time, subject to ongoing service conditions and potential accelerated vesting in specified circumstances.

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)
11/24/2025

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	11/24/2025		M		1,878	A	$0	364,557	D
Common Stock	11/24/2025		F(1)		899	D	$25.68	363,658	D
Common Stock	11/24/2025		M		1,594	A	$0	365,252	D
Common Stock	11/24/2025		F(1)		763	D	$25.68	364,489	D
Common Stock	11/24/2025		M		2,345	A	$0	366,834	D
Common Stock	11/24/2025		F(1)		1,123	D	$25.68	365,711	D
Common Stock	11/24/2025		M		5,316	A	$0	371,027	D
Common Stock	11/24/2025		F(1)		2,544	D	$25.68	368,483	D
Common Stock	11/24/2025		M		5,095	A	$0	373,578	D
Common Stock	11/24/2025		F(1)		2,438	D	$25.68	371,140	D
Common Stock	11/24/2025		M		4,518	A	$0	375,658	D
Common Stock	11/24/2025		F(1)		2,162	D	$25.68	373,496	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)	11/24/2025		M			1,878	(3)	(3)	Common Stock	1,878	$0	1,882	D
Performance Restricted Stock Units	(2)	11/24/2025		M			1,594	(4)	(4)	Common Stock	1,594	$0	7,979	D
Performance Restricted Stock Units	(2)	11/24/2025		M			2,345	(5)	(5)	Common Stock	2,345	$0	21,112	D
Restricted Stock Units	(2)	11/24/2025		M			5,316	(6)	(6)	Common Stock	5,316	$0	5,316	D
Restricted Stock Units	(2)	11/24/2025		M			5,095	(7)	(7)	Common Stock	5,095	$0	25,476	D
Restricted Stock Units	(2)	11/24/2025		M			4,518	(8)	(8)	Common Stock	4,518	$0	40,670	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. 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.

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. 25% of the shares underlying the RSUs 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.

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 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-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 Holdings (TENB) report on this Form 4?

The filing reports that Tenable Holdings' Co-Chief Executive Officer and director had several tranches of Performance Restricted Stock Units and Restricted Stock Units convert into common stock on 11/24/2025, along with related tax withholding transactions.

How many Tenable (TENB) shares does the reporting person own after these transactions?

After the reported transactions on 11/24/2025, the reporting person directly beneficially owned 373,496 shares of Tenable Holdings common stock.

Were any of the Tenable (TENB) insider transactions open-market sales?

The footnotes state that certain transactions coded "F" represent shares of common stock withheld by the issuer at $25.68 per share to satisfy income tax withholding and remittance obligations in connection with net settlement of RSUs, and do not represent sales into the market.

What do the Tenable (TENB) RSUs and PRSUs represent for the insider?

Each Restricted Stock Unit (RSU) and Performance Restricted Stock Unit (PRSU) represents a contingent right to receive one share of Tenable common stock, subject to vesting, performance certification where applicable, and the reporting person’s continuous service with the company.

How are Tenable (TENB) performance-based RSUs determined and vested?

The filing explains that for multiple PRSU grants, the Compensation Committee certified achievement based on fiscal year 2022, 2023, and 2024 criteria, determining payout percentages such as 106%, 93.9%, and 96.4%. For each such award, 25% of underlying shares vested on a specified February date, with the remainder vesting in equal quarterly installments over three years, subject to continued service and potential accelerated vesting in specified circumstances.

What is the vesting schedule for Tenable (TENB) time-based RSUs mentioned in the filing?

For multiple RSU grants, the filing states that 25% of the shares underlying each award vested on a specified date (such as February 23, 2023, February 22, 2024, or February 22, 2025), with the remaining shares vesting in equal quarterly installments over three years, contingent on the reporting person’s continued service and subject to accelerated vesting in certain situations.

What role does the reporting person hold at Tenable Holdings (TENB)?

The reporting person is identified as both a Director and an Officer of Tenable Holdings, serving as Co-Chief Executive Officer.