Tenable (TENB) director trust exercises options and sells 115,000 shares

Rhea-AI Filing Summary

Tenable Holdings director reports option exercise and share sale. A reporting person serving as a director of Tenable Holdings, Inc. exercised an employee stock option for 115,000 shares of common stock on 12/15/2025 at an exercise price of $9.66 per share through a revocable trust. On the same day, the trust sold 115,000 shares of common stock in open-market transactions at a weighted average price of $24.82 per share as part of estate administration for the trust. Following these transactions, that trust held 0 shares of Tenable common stock, while the reporting person continued to hold 9,230 shares directly and 15,000 shares through another revocable trust.

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^*

SEAWELL A BROOKE

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		115,000	A	$9.66	115,000	I	Trust(1)
Common Stock	12/15/2025		S(2)		115,000	D	$24.82(3)	0	I	Trust(1)
Common Stock								9,230	D
Common Stock								15,000	I	Trust(4)

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
Employee Stock Option (right to buy)	$9.66	12/15/2025		M			115,000	(5)	10/26/2027	Common Stock	115,000	$0	0	I	Trust

Explanation of Responses:

1. Reporting Person is the Trustee of the Rosemary and A. Brooke Seawell Revocable Trust (Administrative Trust) ("Trust").

2. The reported transaction was effected as part of estate administration of the Trust.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.67 - $25.01, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

4. Reporting Person is Trustee of the Alexander Brooke Seawell Revocable Trust.

5. 100% of the shares underlying the option vested on October 26, 2021.

Remarks:

	/s/ David Bartholomew, Attorney-in-Fact	12/17/2025
	** 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 in this Form 4?

The filing reports that a director of Tenable Holdings, Inc. exercised an employee stock option for 115,000 shares of common stock on 12/15/2025 and that a revocable trust associated with the director sold 115,000 shares of Tenable common stock on the same date.

At what prices were the Tenable (TENB) shares exercised and sold in this Form 4?

The employee stock option was exercised at an exercise price of $9.66 per share. The 115,000 shares of common stock were then sold at a weighted average price of $24.82 per share, with individual trades occurring within the range of $24.67 to $25.01 as disclosed in the footnote.

How did the reported transactions affect the director’s beneficial ownership of Tenable (TENB) shares?

After the option exercise and sale, the revocable trust involved in the transactions held 0 shares of Tenable common stock. The director continued to beneficially own 9,230 shares directly and 15,000 shares indirectly through another revocable trust.

What role did the trusts play in the Tenable (TENB) insider transactions?

One revocable trust, for which the reporting person is trustee, exercised the employee stock option and sold the 115,000 shares as part of estate administration. Another revocable trust, also overseen by the reporting person, held 15,000 shares of Tenable common stock after the reported transactions.

Were the Tenable (TENB) option shares fully vested at the time of exercise?

Yes. The filing states that 100% of the shares underlying the employee stock option had vested on October 26, 2021, before the option was exercised for 115,000 shares on 12/15/2025.

Is the Tenable (TENB) Form 4 filed by one or multiple reporting persons?

The document indicates that the Form 4 is filed by one reporting person, who is identified as a director of Tenable Holdings, Inc.