Form 4: Tenable Co-CEO Thurmond Reports RSU Vesting, Tax Withholding

Tenable Holdings Co-CEO Mark C. Thurmond reported the vesting of restricted stock units and performance restricted stock units, alongside associated tax withholdings, on November 24, 2025.

Summary

• Mark C. Thurmond, Co-Chief Executive Officer and Director of Tenable Holdings, Inc., reported multiple transactions on November 24, 2025.
• These transactions involved the acquisition of common stock through the vesting of Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) at a price of $0.
• Simultaneously, shares were disposed of to satisfy income tax withholding obligations related to these vestings, at a price of $25.68 per share.
• The total shares acquired through vesting were 1,363, 1,162, 2,267, 3,857, 3,713, and 4,368.
• The total shares disposed for tax withholding were 660, 562, 1,097, 1,865, 1,796, and 2,112.
• Following these transactions, Thurmond's direct beneficial ownership of common stock is 113,639 shares.
• He also beneficially owns derivative securities (PRSUs and RSUs) totaling 1,365, 5,816, 20,407, 3,857, 18,565, and 39,312 units, which represent contingent rights to receive common stock.

Sentiment

Score: 7

Explanation: The filing reflects routine executive compensation events, including the vesting of equity awards and associated tax withholdings. The achievement of performance targets for PRSUs, particularly the 106% payout for FY2022, is positive, indicating strong performance against internal metrics. The overall sentiment is neutral to slightly positive, as it confirms ongoing executive alignment and compensation structure without indicating any adverse events.

Positives

• Vesting of RSUs and PRSUs indicates continued service and achievement of performance criteria for PRSUs.
• Performance Restricted Stock Units (PRSUs) achieved payout percentages of 106% for fiscal year 2022, 93.9% for fiscal year 2023, and 96.4% for fiscal year 2024, demonstrating performance against set criteria.

Risks

• The vesting of RSUs and PRSUs is subject to the Reporting Person's continuous service with the Issuer.

Future Outlook

The vesting schedules for the Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) indicate future quarterly installments over three years, contingent on Mark C. Thurmond's continuous service with Tenable Holdings, Inc.

Management Comments

• Each RSU represents a contingent right to receive one share of Issuer common stock.
• The Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) and determined specific payout percentages based on fiscal year criteria.
• Vesting is 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.

Industry Context

This Form 4 filing reflects routine executive equity compensation practices common in the technology and cybersecurity industry, where Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs) are frequently used to align executive incentives with company performance and long-term shareholder value. The specific payout percentages for PRSUs offer insight into Tenable's performance against internal targets for fiscal years 2022, 2023, and 2024, which can be benchmarked against industry peers' executive compensation disclosures and performance metrics.

Comparison to Industry Standards

• The use of RSUs and PRSUs for executive compensation is a standard practice across the technology and cybersecurity sectors, similar to companies like CrowdStrike (CRWD), Zscaler (ZS), and Palo Alto Networks (PANW).
• The vesting schedule, with an initial 25% vesting followed by quarterly installments over three years, is a common structure designed to promote long-term executive retention and performance alignment.
• The PRSU payout percentages (106%, 93.9%, 96.4%) indicate that Tenable's performance, as judged by its Compensation Committee against pre-defined fiscal year criteria, was generally strong, exceeding targets in 2022 and slightly underperforming in 2023 and 2024, which is within typical ranges for performance-based awards in the industry.

Stakeholder Impact

• Shareholders: The vesting and subsequent tax withholding of shares represent a routine dilution event, though typically minor in the context of overall outstanding shares. It also signals continued executive alignment with company performance.
• Employees: The compensation structure, including RSUs and PRSUs, is a standard incentive mechanism for executives, potentially influencing broader employee compensation strategies.

Next Steps

• Remaining shares underlying PRSUs and RSUs will continue to vest in equal quarterly installments over three years, subject to continuous service.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of restricted stock units and performance-based awards, along with associated tax withholdings. It does not contain new material information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The PRSU payouts indicate a generally solid performance against internal targets, which is a positive, but these are historical performance certifications. Therefore, a 'hold' recommendation is appropriate as the filing confirms ongoing executive incentives but provides no new catalysts for a 'buy' or 'sell' decision.

Keywords

Tenable Holdings, TENB, Form 4, Insider Trading, Stock Vesting, Restricted Stock Units, Performance Restricted Stock Units, Executive Compensation, Mark C. Thurmond, Director, Co-Chief Executive Officer, Equity Compensation