Thurmond Mark C. 4

4 · Tenable Holdings, Inc. · Filed Feb 25, 2026

Insider Transaction Report

Form 4

Period: 2026-02-23

Tenable Holdings, Inc.TENB

Thurmond Mark C.

DirectorCo-Chief Executive Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-23+1,365→ 115,004 total
Tax Payment
Common Stock
[F1]
2026-02-23$17.55/sh−401$7,038→ 114,603 total
Exercise/Conversion
Common Stock
2026-02-23+1,162→ 115,765 total
Tax Payment
Common Stock
[F1]
2026-02-23$17.55/sh−342$6,002→ 115,423 total
Exercise/Conversion
Common Stock
2026-02-23+2,267→ 117,690 total
Tax Payment
Common Stock
[F1]
2026-02-23$17.55/sh−666$11,688→ 117,024 total
Exercise/Conversion
Common Stock
2026-02-23+3,857→ 120,881 total
Tax Payment
Common Stock
[F1]
2026-02-23$17.55/sh−1,865$32,731→ 119,016 total
Exercise/Conversion
Common Stock
2026-02-23+3,713→ 122,729 total
Tax Payment
Common Stock
[F1]
2026-02-23$17.55/sh−1,090$19,130→ 121,639 total
Exercise/Conversion
Common Stock
2026-02-23+46,586→ 168,225 total
Tax Payment
Common Stock
[F1]
2026-02-23$17.55/sh−15,635$274,394→ 152,590 total
Exercise/Conversion
Common Stock
2026-02-23+4,368→ 156,958 total
Tax Payment
Common Stock
[F1]
2026-02-23$17.55/sh−1,283$22,517→ 155,675 total
Exercise/Conversion
Performance Restricted Stock Units
[F2][F3]
2026-02-23−1,365→ 0 total
→ Common Stock (1,365 underlying)
Exercise/Conversion
Performance Restricted Stock Units
[F2][F4]
2026-02-23−1,162→ 4,654 total
→ Common Stock (1,162 underlying)
Exercise/Conversion
Performance Restricted Stock Units
[F2][F5]
2026-02-23−2,267→ 18,140 total
→ Common Stock (2,267 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F6]
2026-02-23−3,857→ 0 total
→ Common Stock (3,857 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F7]
2026-02-23−3,713→ 14,852 total
→ Common Stock (3,713 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F8]
2026-02-23−46,586→ 93,172 total
→ Common Stock (46,586 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F9]
2026-02-23−4,368→ 34,944 total
→ Common Stock (4,368 underlying)

Footnotes (9)

[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 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.
[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 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.
[F6]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.
[F7]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.
[F8]25% of the shares underlying the RSUs vested on August 22, 2025, 25% 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.
[F9]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.

Signature

/s/ David Bartholomew, Attorney-in-Fact|2026-02-25

Documents

1 file

4
wk-form4_1772053570.xmlPrimary
FORM 4