Vintz Stephen A 4

4 · Tenable Holdings, Inc. · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

Tenable (TENB) CEO Stephen Vintz Receives RSU Award, Withholds Shares

What Happened

Stephen A. Vintz, CEO of Tenable Holdings (TENB), reported derivative/RSU activity tied to performance- and time-based restricted stock units. The Form 4 shows conversions/settlements and a grant/award resulting from PRSU/RSU vesting.
Key reported items: conversion/exercise entries for 24,381 shares (0.00 price) on Feb 25, 2026; 11,667 shares were withheld/disposed to satisfy tax withholding at $19.00/share (total $221,673) on Feb 25, 2026; and a grant/award of 341,847 derivative shares was reported as acquired on Feb 26, 2026. The exercise/conversion entries reflect conversion of RSUs/PRSUs to common stock; the withheld shares were remitted to the issuer for taxes (not an open-market sale).

Key Details

Transaction dates: Feb 25, 2026 (conversion and tax withholding) and Feb 26, 2026 (award/grant); Form 4 filed Feb 27, 2026 (timely filing).
Reported prices: conversions/exercises reported at $0.00; tax withholding shown at $19.00/share (11,667 shares withheld; $221,673).
Shares owned after transaction: not specified in the provided filing summary.
Notable footnotes:
- F1: Share withholding was to satisfy income tax obligations for net settlement of RSUs (not a market sale).
- F2: Each RSU equals a contingent right to one share of common stock.
- F3: PRSUs certified Feb 25, 2026 with a 97.2% payout; 25% of PRSUs vested on Feb 25, 2026, remainder vest quarterly over three years (subject to service/acceleration).
- F4: Time-based RSUs vest 25% on Feb 22, 2027, remainder quarterly over three years (subject to service/acceleration).

Context

These transactions are primarily vesting/settlement of equity awards (PRSUs/RSUs). The withholding of 11,667 shares at $19/share was a tax-payment mechanism (issuer withheld shares), not an open-market sale; such withholdings are routine following vesting.
The large grant/award entry reflects the PRSU/RSU payout and vesting schedule rather than a new open-market purchase or opportunistic insider buy.

Form 4

Period: 2026-02-25

DirectorCo-Chief Executive Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-25+24,381→ 440,298 total
Tax Payment
Common Stock
[F1]
2026-02-25$19.00/sh−11,667$221,673→ 428,631 total
Exercise/Conversion
Performance Restricted Stock Units
[F2][F3]
2026-02-25−24,381→ 73,147 total
→ Common Stock (24,381 underlying)
Award
Restricted Stock Units
[F2][F4]
2026-02-26+341,847→ 341,847 total
→ Common Stock (341,847 underlying)

Footnotes (4)

[F1]Represents the number of shares of Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale.
[F2]Each RSU represents a contingent right to receive one share of Issuer common stock.
[F3]On February 25, 2026, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 21, 2025 and determined a 97.2% payout for the measurement period based on the Issuer's fiscal year 2025 criteria. 25% of the shares underlying the PRSUs vested on February 25, 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.
[F4]25% of the shares underlying the RSUs vest on February 22, 2027, 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.

Signature

/s/ David Bartholomew, Attorney-in-Fact|2026-02-27

1 file