STOCK TITAN

Tenable Holdings (TENB) co-CEO exercises 27K RSUs in stock settlement

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tenable Holdings, Inc. (TENB) reported that Co-Chief Executive Officer Stephen A. Vintz settled multiple tranches of Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) into common stock on August 24, 2026. These derivative exercises converted 27,413 shares of stock units into an equal number of shares of common stock. In connection with the net settlement of these RSUs, the issuer withheld 13,121 shares of common stock at $33.94 per share to satisfy income tax withholding and remittance obligations, which the company states does not represent a sale.

Positive

  • None.

Negative

  • None.
Insider Vintz Stephen A
Role Co-Chief Executive Officer
Type Security Shares Price Value
Exercise Performance Restricted Stock Units F2, F3 1,595 $0.00 $0.00
Exercise Performance Restricted Stock Units F2, F4 2,345 $0.00 $0.00
Exercise Performance Restricted Stock Units F2, F5 6,095 $0.00 $0.00
Exercise Restricted Stock Units F2, F6 5,095 $0.00 $0.00
Exercise Restricted Stock Units F2, F7 7,764 $0.00 $0.00
Exercise Restricted Stock Units F2, F8 4,519 $0.00 $0.00
Exercise Common Stock 1,595 $0.00 $0.00
Tax Withholding Common Stock F1 764 $33.94 $26K
Exercise Common Stock 2,345 $0.00 $0.00
Tax Withholding Common Stock F1 1,123 $33.94 $38K
Exercise Common Stock 6,095 $0.00 $0.00
Tax Withholding Common Stock F1 2,917 $33.94 $99K
Exercise Common Stock 5,095 $0.00 $0.00
Tax Withholding Common Stock F1 2,438 $33.94 $83K
Exercise Common Stock 7,764 $0.00 $0.00
Tax Withholding Common Stock F1 3,716 $33.94 $126K
Exercise Common Stock 4,519 $0.00 $0.00
Tax Withholding Common Stock F1 2,163 $33.94 $73K
Holdings After Transaction: Performance Restricted Stock Units — 78,229 shares (Direct); Restricted Stock Units — 114,949 shares (Direct); Common Stock — 624,816 shares (Direct)
Footnotes (8)
  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. 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.
  4. F4. 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.
  5. F5. 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.
  6. F6. 25% of the shares underlying the RSUs vest 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.
  7. F7. 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.
  8. F8. 25% of the shares underlying the RSUs vest 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 acquired via RSU/PRSU settlement 27,413 shares Total derivative exercise or conversion shares reported as exercises
Shares withheld for taxes 13,121 shares Total shares used for income tax withholding and remittance obligations
Tax withholding reference price $33.94 per share Price used in code F tax-withholding dispositions of common stock
Derivative exercises (count) 6 Number of derivative transactions coded M
Tax-withholding transactions (count) 6 Number of non-derivative transactions coded F
Performance Restricted Stock Units financial
"Exercise and settlement of Performance Restricted Stock Units into Common Stock"
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.
Restricted Stock Units financial
"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.
net settlement financial
"in connection with the net settlement of the Restricted Stock Units"
income tax withholding financial
"withheld by the issuer to satisfy its income tax withholding"
remittance obligations financial
"income tax withholding and remittance obligations in connection"

FAQ

What insider transaction did TENB report for Stephen A. Vintz on August 24, 2026?

Stephen A. Vintz exercised and settled PRSUs and RSUs into 27,413 shares of Tenable common stock, with part of the resulting shares withheld to cover tax obligations through net settlement.

How many Tenable (TENB) shares were acquired through RSU and PRSU settlement?

The filing states that 27,413 shares of Tenable common stock were acquired through the exercise or conversion of RSUs and PRSUs reported as derivative transactions on August 24, 2026.

How many TENB shares were withheld for taxes in Stephen Vintz’s Form 4?

The company reports that 13,121 shares of Tenable common stock were withheld to satisfy income tax withholding and remittance obligations related to RSU and PRSU net settlement and that this withholding does not represent a sale.

At what price were Tenable (TENB) shares valued for the tax-withholding transactions?

For the tax-withholding transactions (code F), Tenable common stock was valued at $33.94 per share, which was used to determine the number of shares withheld to satisfy income tax obligations.

Do the Form 4 tax-withholding entries for TENB represent market sales?

No. A footnote explains that the shares withheld represent stock retained by the issuer to satisfy income tax withholding and remittance obligations in connection with RSU net settlement and do not represent a sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
08/24/2026
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 Stock08/24/2026M1,595A$0612,119D
Common Stock08/24/2026F764(1)D$33.94611,355D
Common Stock08/24/2026M2,345A$0613,700D
Common Stock08/24/2026F1,123(1)D$33.94612,577D
Common Stock08/24/2026M6,095A$0618,672D
Common Stock08/24/2026F2,917(1)D$33.94615,755D
Common Stock08/24/2026M5,095A$0620,850D
Common Stock08/24/2026F2,438(1)D$33.94618,412D
Common Stock08/24/2026M7,764A$0626,176D
Common Stock08/24/2026F3,716(1)D$33.94622,460D
Common Stock08/24/2026M4,519A$0626,979D
Common Stock08/24/2026F2,163(1)D$33.94624,816D
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(2)08/24/2026M1,595 (3) (3)Common Stock1,595$03,195D
Performance Restricted Stock Units(2)08/24/2026M2,345 (4) (4)Common Stock2,345$014,077D
Performance Restricted Stock Units(2)08/24/2026M6,095 (5) (5)Common Stock6,095$060,957D
Restricted Stock Units(2)08/24/2026M5,095 (6) (6)Common Stock5,095$010,191D
Restricted Stock Units(2)08/24/2026M7,764 (7) (7)Common Stock7,764$077,644D
Restricted Stock Units(2)08/24/2026M4,519 (8) (8)Common Stock4,519$027,114D
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. 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.
4. 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.
5. 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.
6. 25% of the shares underlying the RSUs vest 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.
7. 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.
8. 25% of the shares underlying the RSUs vest 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-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)