TENB insider updates PRSU and RSU awards, tax share withholding

Rhea-AI Filing Summary

Tenable Holdings, Inc. Co-Chief Executive Officer and Director reported multiple equity compensation transactions dated 11/24/2025. Several blocks of Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) were converted into shares of common stock (coded "M") at an exercise price of $0, reflecting routine vesting of previously granted awards.

In connection with these vestings, the issuer withheld shares of common stock (coded "F") to cover income tax withholding at a price of $25.68 per share, and these withheld shares are explicitly stated as not representing market sales. After the reported transactions, the reporting person directly beneficially owned 113,639 shares of Tenable common stock, along with remaining unvested PRSUs and RSUs scheduled to vest in quarterly installments, subject to continued service 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
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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^*

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)
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		1,363	A	$0	106,364	D
Common Stock	11/24/2025		F		660(1)	D	$25.68	105,704	D
Common Stock	11/24/2025		M		1,162	A	$0	106,866	D
Common Stock	11/24/2025		F		562(1)	D	$25.68	106,304	D
Common Stock	11/24/2025		M		2,267	A	$0	108,571	D
Common Stock	11/24/2025		F		1,097(1)	D	$25.68	107,474	D
Common Stock	11/24/2025		M		3,857	A	$0	111,331	D
Common Stock	11/24/2025		F		1,865(1)	D	$25.68	109,466	D
Common Stock	11/24/2025		M		3,713	A	$0	113,179	D
Common Stock	11/24/2025		F		1,796(1)	D	$25.68	111,383	D
Common Stock	11/24/2025		M		4,368	A	$0	115,751	D
Common Stock	11/24/2025		F		2,112(1)	D	$25.68	113,639	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			1,363	(3)	(3)	Common Stock	1,363	$0	1,365	D
Performance Restricted Stock Units	(2)	11/24/2025		M			1,162	(4)	(4)	Common Stock	1,162	$0	5,816	D
Performance Restricted Stock Units	(2)	11/24/2025		M			2,267	(5)	(5)	Common Stock	2,267	$0	20,407	D
Restricted Stock Units	(2)	11/24/2025		M			3,857	(6)	(6)	Common Stock	3,857	$0	3,857	D
Restricted Stock Units	(2)	11/24/2025		M			3,713	(7)	(7)	Common Stock	3,713	$0	18,565	D
Restricted Stock Units	(2)	11/24/2025		M			4,368	(8)	(8)	Common Stock	4,368	$0	39,312	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 did Tenable (TENB)'s Co-CEO report in this Form 4?

The Co-Chief Executive Officer and Director reported routine equity compensation activity on 11/24/2025, including vesting and conversion (code "M") of previously granted Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) into shares of Tenable common stock, plus related share withholding for taxes.

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

Following the reported transactions on 11/24/2025, the reporting person directly beneficially owned 113,639 shares of Tenable common stock, as shown in Table I.

Were any of the Tenable (TENB) shares actually sold in the market?

No market sales are indicated. The explanation states that certain shares (coded "F") were withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with RSU settlements and "do not represent a sale."

What is the significance of the transaction codes M and F in this Tenable (TENB) Form 4?

Code "M" refers to the exercise or conversion of derivative securities, here the vesting and settlement of PRSUs and RSUs into common stock at $0 exercise price. Code "F" refers to shares of common stock withheld by the issuer at $25.68 per share to cover tax withholding obligations.

How do the PRSU payouts for Tenable (TENB) tie to performance?

The Compensation Committee certified PRSU achievements for grants made in 2022, 2023, and 2024, determining payouts of 106%, 93.9%, and 96.4% of target, respectively, based on Tenable's fiscal year performance criteria. These awards vest 25% on the initial vesting date, with the remainder vesting quarterly over three years, subject to continuous service.

How do Tenable (TENB) RSUs for the Co-CEO vest over time?

For the RSU grants described, 25% of the shares vested on the initial vesting date (on February 23, 2023, February 22, 2024, or February 22, 2025, depending on the grant), and the remaining 75% vest in equal quarterly installments over three years, subject to the reporting person’s continuous service and potential accelerated vesting in specified circumstances.