RSU vesting boosts Tenable (TENB) CAO stake despite tax withholdings

Rhea-AI Filing Summary

Tenable Holdings, Inc. Chief Accounting Officer Anschutz Barron reported multiple equity award transactions on February 23, 2026. Barron exercised and converted restricted stock units (RSUs) into common stock in several lots, increasing direct ownership to 69,794 shares of common stock.

To cover income tax withholding for these RSU settlements, a total of several thousand shares of common stock were withheld by Tenable at $17.55 per share. A footnote states these F-code transactions represent shares withheld for tax obligations and do not represent market sales. Each RSU corresponds to one share of common stock, with grants vesting 25% on specific February dates and the remainder in equal quarterly installments over three years, subject to continued service and possible 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

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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^*

Anschutz Barron

(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
	Officer (give title below)	X	Other (specify below)
			Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		M		1,390	A	$0	65,838	D
Common Stock	02/23/2026		F		666(1)	D	$17.55	65,172	D
Common Stock	02/23/2026		M		1,337	A	$0	66,509	D
Common Stock	02/23/2026		F		640(1)	D	$17.55	65,869	D
Common Stock	02/23/2026		M		1,258	A	$0	67,127	D
Common Stock	02/23/2026		F		669(1)	D	$17.55	66,458	D
Common Stock	02/23/2026		M		6,515	A	$0	72,973	D
Common Stock	02/23/2026		F		3,179(1)	D	$17.55	69,794	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)	02/23/2026		M			1,390	(3)	(3)	Common Stock	1,390	$0	0	D
Restricted Stock Units	(2)	02/23/2026		M			1,337	(4)	(4)	Common Stock	1,337	$0	5,348	D
Restricted Stock Units	(2)	02/23/2026		M			1,258	(5)	(5)	Common Stock	1,258	$0	10,064	D
Restricted Stock Units	(2)	02/23/2026		M			6,515	(6)	(6)	Common Stock	6,515	$0	19,547	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. 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.

4. 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.

5. 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.

6. 25% of the shares underlying the RSUs vested 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.

Remarks:

	/s/ David Bartholomew, Attorney-in-Fact	02/25/2026
	** 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).
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FAQ

What insider activity did Tenable (TENB) report for Anschutz Barron?

Anschutz Barron reported RSU conversions into common stock and related tax withholdings. Multiple RSU awards vested and were settled into common shares, while a portion of those shares was withheld by Tenable to satisfy income tax obligations, rather than being sold in the open market.

How many Tenable (TENB) shares does Anschutz Barron own after these transactions?

After the reported RSU settlements and tax withholdings, Anschutz Barron directly owns 69,794 shares of Tenable common stock. This figure reflects all February 23, 2026 derivative exercises, associated common stock issuances, and the shares withheld by the company to cover income tax obligations tied to the vesting RSUs.

Were any of Anschutz Barron’s Tenable (TENB) shares sold in the market?

The filing states the F-code transactions do not represent sales. Instead, those shares were withheld by Tenable to meet income tax withholding and remittance obligations arising from RSU net settlement, meaning there were no open-market sales even though some shares were technically disposed of.

What do the Tenable (TENB) RSU footnotes say about vesting terms?

Each RSU gives a contingent right to one Tenable common share. For several grants, 25% vests on specified February dates in 2023, 2024, 2025, or 2026, with remaining portions vesting in equal quarterly installments over three years, subject to continued service and possible accelerated vesting.

How were the Tenable (TENB) RSU tax obligations satisfied for Anschutz Barron?

Tax obligations were satisfied through share withholding at $17.55 per share. The company retained a portion of the newly issued common shares from RSU settlements to cover income tax withholding and remittance, as described in the footnote clarifying these dispositions were purely for tax payment, not market sales.