Tenable CEO/Director sells 2,541 shares to cover RSU taxes; retains 105,001

Rhea-AI Filing Summary

Mark C. Thurmond, a Director and Co-Chief Executive Officer of Tenable Holdings, Inc. (TENB), reported a non-discretionary sale of 2,541 shares of common stock on 08/26/2025 at a price of $29.84 per share. The filing states this sale was an automatic "sell-to-cover" to satisfy tax withholding obligations arising from the vesting of restricted stock units, not a voluntary trade. After the transaction the reporting person beneficially owned 105,001 shares. The Form 4 was submitted by an attorney-in-fact and includes no derivative transactions or other dispositions.

Positive

• Sale was a sell-to-cover tied to RSU tax withholding, explicitly non-discretionary
• Reporting person retains material ownership with 105,001 shares after the transaction
• No derivative transactions or additional disposals reported in this Form 4

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover reduces holdings slightly; no signal of discretionary insider selling.

The Form 4 documents an automatic sale of 2,541 shares at $29.84 to satisfy tax withholding from RSU vesting. Because the filing explicitly states the transaction was a sell-to-cover tied to compensation tax obligations and not a discretionary sale, this is commonly treated as neutral for near-term investor signals. The reporting person still holds 105,001 shares, indicating continued substantial ownership alignment with shareholders. There are no option exercises, additional disposals, or other compensatory details disclosed.

Corporate Governance Expert

TL;DR: Insider action is a compensation-related administrative sale; governance impact is minimal.

The disclosure identifies the seller as a Director and Co-CEO and specifies the sale was made automatically to cover tax withholding for vested RSUs. Such sell-to-cover transactions are standard practice and do not reflect a change in insider intent or company governance. The continued beneficial ownership of 105,001 shares maintains a meaningful ownership stake. The filing contains no indications of policy changes, additional planned sales, or governance issues.

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
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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^*

Thurmond Mark C.

(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)
08/26/2025

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	08/26/2025		S(1)		2,541	D	$29.84	105,001	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

Explanation of Responses:

1. The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Remarks:

	/s/ David Bartholomew, Attorney-in-Fact	08/27/2025
	** 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 did TENB insider Mark C. Thurmond report on Form 4?

The Form 4 reports an automatic sale of 2,541 shares on 08/26/2025 at $29.84 per share to cover tax withholding from vested RSUs.

Was the TENB sale by the insider discretionary or automatic?

The filing states the sale was an automatic "sell-to-cover" transaction to satisfy tax withholding and was not a discretionary trade.

How many TENB shares does Mark C. Thurmond own after the reported transaction?

After the reported transaction the reporting person beneficially owned 105,001 shares.

Does the Form 4 for TENB show any option exercises or derivative transactions?

No. The Form 4 discloses only the non-derivative sale of common stock and no derivative security transactions are reported.

Who signed the Form 4 filing for TENB?

The Form 4 was signed by an attorney-in-fact, David Bartholomew, on behalf of the reporting person.