Form 4: Tenable Holdings Co-CEO Reports Routine Stock Acquisitions from RSU Vesting and Tax-Related Share Sale

Mark C. Thurmond, Co-Chief Executive Officer and Director of Tenable Holdings, Inc., reported the acquisition of common stock through the vesting of restricted stock units and performance restricted stock units, alongside a sale of shares to cover tax withholding obligations.

Summary

• Mark C. Thurmond, Co-Chief Executive Officer and Director of Tenable Holdings, Inc. (TENB), reported multiple transactions involving the company's common stock.
• Between May 22, 2025, and May 23, 2025, Mr. Thurmond acquired a total of 16,730 shares of common stock through the exercise or conversion of Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) at a price of $0 per share.
• On May 23, 2025, Mr. Thurmond disposed of 5,577 shares of common stock at a price of $31.98 per share.
• This sale was not a discretionary trade but was required to cover tax withholding obligations associated with the vesting of restricted stock units, executed as a 'sell to cover' transaction.
• Additionally, 624 shares were acquired under the Issuer's Employee Stock Purchase Plan (ESPP), which are exempt transactions.
• Following these reported transactions, Mr. Thurmond beneficially owns 75,210 shares of Tenable Holdings, Inc. common stock directly.
• The Compensation Committee certified high payout achievements for PRSUs: 93.9% for fiscal year 2023 criteria (granted Feb 22, 2023) and 96.4% for fiscal year 2024 criteria (granted Feb 22, 2024), and 106% for fiscal year 2022 criteria (granted Feb 23, 2022).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a sale of shares, it's for tax purposes related to compensation, which is a routine and expected event. The underlying vesting of performance-based units with high payout percentages is a positive indicator of company and executive performance.

Positives

• The vesting of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs) indicates the successful achievement of compensation milestones for the Co-CEO.
• High payout percentages for PRSUs (93.9% for FY2023, 96.4% for FY2024, and 106% for FY2022) suggest strong performance against the company's fiscal year criteria, reflecting positively on management's incentive alignment.

Negatives

• A portion of the acquired shares (5,577 shares) was immediately sold to cover tax withholding obligations, which reduces the direct beneficial ownership of the executive, although this is a non-discretionary transaction.

Future Outlook

The document indicates ongoing vesting schedules for various Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs), with remaining shares vesting in equal quarterly installments over three years, subject to the Reporting Person's continuous service with the Issuer.

Industry Context

This Form 4 filing is a routine disclosure of executive stock transactions, primarily related to compensation vesting. It does not provide information on broader industry trends or competitive positioning within the cybersecurity or software industry.

Stakeholder Impact

• Shareholders: The report details changes in executive ownership, which is a standard disclosure. The 'sell to cover' transaction is a common practice and not indicative of a discretionary sale by the executive.
• Employees: The vesting of RSUs and PRSUs reflects the company's compensation structure, which may be relevant to other employees with similar equity awards.

Next Steps

• Continued vesting of remaining Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) in equal quarterly installments over three years, subject to continuous service.

Key Dates

Keywords

Tenable Holdings, TENB, Form 4, Insider Transaction, Restricted Stock Units, Performance Restricted Stock Units, RSU Vesting, Executive Compensation, Share Sale, Sell to Cover, Employee Stock Purchase Plan