Form 4: Tenable Holdings Co-CEO Stephen Vintz Reports Vesting of Equity Awards and Tax-Related Stock Sale

Tenable Holdings, Inc. Co-Chief Executive Officer Stephen A. Vintz reported the vesting of various restricted stock units and performance restricted stock units, alongside a non-discretionary sale of shares to cover tax withholding obligations.

Summary

• Stephen A. Vintz, Co-Chief Executive Officer and Director of Tenable Holdings, Inc. (TENB), reported changes in his beneficial ownership of company common stock.
• On May 22 and May 23, 2025, Mr. Vintz acquired a total of 15,346 shares of common stock through the vesting of Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) at an exercise price of $0.
• These acquisitions increased his direct beneficial ownership from 318,117 shares to 337,269 shares before the subsequent sale.
• On May 23, 2025, Mr. Vintz disposed of 6,499 shares of common stock at a price of $31.98 per share.
• This sale was non-discretionary and solely for the purpose of covering tax withholding obligations associated with the vesting of his restricted stock units.
• Following these transactions, Mr. Vintz's direct beneficial ownership stands at 331,394 shares.
• Additionally, 624 shares were acquired under the Issuer's Employee Stock Purchase Plan (ESPP), which are exempt transactions.
• Performance targets for PRSUs were certified at 106% for fiscal year 2022, 93.9% for fiscal year 2023, and 96.4% for fiscal year 2024.

Sentiment

Score: 7

Explanation: The document reports routine insider transactions related to equity compensation. The vesting of performance-based awards at high payout percentages (106%, 93.9%, 96.4%) indicates strong company performance against internal metrics, which is a positive signal. The sale of shares was explicitly stated as non-discretionary for tax purposes, mitigating any negative interpretation of an insider sale.

Positives

• Achievement of performance targets for Performance Restricted Stock Units (PRSUs) for fiscal years 2022, 2023, and 2024, with payout percentages of 106%, 93.9%, and 96.4% respectively, indicating strong company performance against set criteria.
• Continued vesting of Restricted Stock Units (RSUs) and PRSUs demonstrates ongoing commitment and retention of key executives.
• Acquisition of 624 shares under the Employee Stock Purchase Plan (ESPP) indicates ongoing participation by the executive in employee stock ownership programs.

Negatives

• The reported sale of 6,499 shares, while non-discretionary for tax purposes, reduces the executive's direct beneficial ownership.

Future Outlook

The vesting schedules for the Performance Restricted Stock Units and Restricted Stock Units indicate ongoing equity compensation for the Co-Chief Executive Officer, with future vesting installments over three years, subject to continuous service. The achievement of performance targets for fiscal years 2022, 2023, and 2024 suggests a positive outlook on the company's ability to meet its internal performance criteria.

Management Comments

• 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.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, common in the technology and cybersecurity industry where equity-based compensation, such as Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs), is a standard practice for executive incentives and retention. The achievement of performance targets for PRSUs suggests that Tenable Holdings is meeting or exceeding its internal operational and financial goals, which is a positive indicator within the competitive cybersecurity landscape.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs) with multi-year vesting schedules and performance-based payouts is a standard compensation practice for executives in the technology and cybersecurity sectors, comparable to practices at companies like CrowdStrike, Palo Alto Networks, or Zscaler.
• The specific payout percentages (e.g., 106% for FY2022, 93.9% for FY2023, 96.4% for FY2024) indicate that Tenable's performance metrics, against which these awards are measured, are being met or exceeded, which is a positive sign relative to industry peers who may struggle to hit such targets.

Stakeholder Impact

• Shareholders: The vesting of performance-based equity awards at high payout percentages suggests that the company is meeting its internal performance goals, which could be viewed positively by shareholders. The non-discretionary tax-related sale is a common occurrence and typically not a negative signal.
• Employees: The continued use of equity compensation plans like RSUs and PRSUs, and the Employee Stock Purchase Plan (ESPP), indicates a commitment to employee ownership and incentive alignment.

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

Recommendation

Keywords

Tenable Holdings, TENB, Form 4, Insider Trading, Stock Ownership, Restricted Stock Units, Performance Restricted Stock Units, Executive Compensation, Stephen A. Vintz, Equity Awards, Tax Withholding, Employee Stock Purchase Plan