Mark C. Thurmond - 22 May 2025 Form 4 Insider Report for Tenable Holdings, Inc. (TENB)

Signature
/s/ David Bartholomew, Attorney-in-Fact
Issuer symbol
TENB
Transactions as of
22 May 2025
Net transactions value
-$178,352
Form type
4
Filing time
27 May 2025, 16:55:37 UTC
Previous filing
28 Feb 2025
Next filing
29 May 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Thurmond Mark C. Co-Chief Executive Officer, Director C/O TENABLE HOLDINGS, INC., 6100 MERRIWEATHER DRIVE, COLUMBIA /s/ David Bartholomew, Attorney-in-Fact 27 May 2025 0001651579

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TENB Common Stock Options Exercise $0 +1,162 +1.8% $0.000000 64,595 22 May 2025 Direct
transaction TENB Common Stock Options Exercise $0 +2,267 +3.5% $0.000000 66,862 22 May 2025 Direct
transaction TENB Common Stock Options Exercise $0 +3,713 +5.6% $0.000000 70,575 22 May 2025 Direct
transaction TENB Common Stock Options Exercise $0 +4,368 +6.2% $0.000000 74,943 22 May 2025 Direct
transaction TENB Common Stock Options Exercise $0 +1,363 +1.8% $0.000000 76,306 23 May 2025 Direct
transaction TENB Common Stock Options Exercise $0 +3,857 +5.1% $0.000000 80,163 23 May 2025 Direct
transaction TENB Common Stock Sale $178,352 -5,577 -6.9% $31.98 75,210 23 May 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TENB Performance Restricted Stock Units Options Exercise $0 -1,162 -12% $0.000000 8,140 22 May 2025 Common Stock 1,162 Direct F3, F4
transaction TENB Performance Restricted Stock Units Options Exercise $0 -2,267 -8.3% $0.000000 24,941 22 May 2025 Common Stock 2,267 Direct F3, F5
transaction TENB Restricted Stock Units Options Exercise $0 -3,713 -12% $0.000000 25,991 22 May 2025 Common Stock 3,713 Direct F3, F6
transaction TENB Restricted Stock Units Options Exercise $0 -4,368 -8.3% $0.000000 48,048 22 May 2025 Common Stock 4,368 Direct F3, F7
transaction TENB Performance Restricted Stock Units Options Exercise $0 -1,363 -25% $0.000000 4,091 23 May 2025 Common Stock 1,363 Direct F3, F8
transaction TENB Restricted Stock Units Options Exercise $0 -3,857 -25% $0.000000 11,571 23 May 2025 Common Stock 3,857 Direct F3, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 624 shares were acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
F3 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F4 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.
F5 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 will vest 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.
F6 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.
F7 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.
F8 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.
F9 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.