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

Role: Co-Chief Executive Officer, Director
Signature: /s/ David Bartholomew, Attorney-in-Fact
Issuer symbol: TENB
Transactions as of: 22 Aug 2025
Net transactions value: -$862,125
Form type: 4
Filing time: 26 Aug 2025, 19:37:26 UTC
Previous filing: 29 May 2025
Next filing: 27 Aug 2025
SEC: View on sec.gov

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	26 Aug 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	+1.6%	$0.000000	73,889	22 Aug 2025	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+2,267	+3.1%	$0.000000	76,156	22 Aug 2025	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+3,713	+4.9%	$0.000000	79,869	22 Aug 2025	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+46,585	+58%	$0.000000	126,454	22 Aug 2025	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+4,368	+3.5%	$0.000000	130,822	22 Aug 2025	Direct
transaction	TENB	Common Stock	Sale	$862,125	-28,500	-22%	$30.25	102,322	25 Aug 2025	Direct	F1
transaction	TENB	Common Stock	Options Exercise	$0	+1,363	+1.3%	$0.000000	103,685	25 Aug 2025	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+3,857	+3.7%	$0.000000	107,542	25 Aug 2025	Direct

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	-14%	$0.000000	6,978	22 Aug 2025	Common Stock	1,162		Direct	F2, F3
transaction	TENB	Performance Restricted Stock Units	Options Exercise	$0	-2,267	-9.1%	$0.000000	22,674	22 Aug 2025	Common Stock	2,267		Direct	F2, F4
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-3,713	-14%	$0.000000	22,278	22 Aug 2025	Common Stock	3,713		Direct	F2, F5
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-46,585	-25%	$0.000000	139,758	22 Aug 2025	Common Stock	46,585		Direct	F2, F6
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-4,368	-9.1%	$0.000000	43,680	22 Aug 2025	Common Stock	4,368		Direct	F2, F7
transaction	TENB	Performance Restricted Stock Units	Options Exercise	$0	-1,363	-33%	$0.000000	2,728	25 Aug 2025	Common Stock	1,363		Direct	F2, F8
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-3,857	-33%	$0.000000	7,714	25 Aug 2025	Common Stock	3,857		Direct	F2, 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	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F3	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.
F4	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.
F5	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.
F6	25% of the shares underlying the RSUs vested on August 22, 2025, then 25% of the remaining will vest on February 22, 2026, 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.