Thurmond Mark C. 4

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

AI-generated summary of this filing

Updated Feb 27, 2026

Tenable (TENB) CEO Mark Thurmond Receives RSU Award, Withholds Shares

What Happened

Mark C. Thurmond, CEO of Tenable Holdings, had Performance RSUs (PRSUs) convert and received an RSU grant. On Feb 25, 2026, 24,381 derivative units converted into common stock (no exercise price). To satisfy tax withholding, 11,789 of those shares were withheld/retained by the issuer at $19.00 each (total withheld value $223,991). On Feb 26, 2026, he was reported as receiving a grant of 341,847 RSU-type awards (reported as derivative securities, $0 exercise price). These are awards/vesting events rather than open‑market purchases or sales.

Key Details

Transaction dates: Feb 25, 2026 (conversion/withholding) and Feb 26, 2026 (award/grant).
Conversion: 24,381 shares (derivative conversion) reported at $0.00.
Tax withholding: 11,789 shares disposed/withheld at $19.00 each = $223,991 (footnote: withheld to satisfy income tax obligations; not an open‑market sale).
Grant: 341,847 RSUs (reported as a grant/award on Feb 26, 2026) at $0.00.
Vesting/measurement: Compensation Committee certified PRSU payout at 97.2% for fiscal 2025; 25% of PRSUs vested on Feb 25, 2026; remainder vests quarterly over 3 years (per footnotes).
Shares owned after the transaction: not specified in the provided filing summary.
Filing timeliness: Report filed Feb 27, 2026 for transactions dated Feb 25–26, 2026 — no indication of a late filing.

Context

These entries reflect equity compensation activity (vesting/conversion of PRSUs/RSUs and a new RSU grant). The withholding of shares to cover taxes is routine and not an open‑market sale; it reduces the net shares delivered to the insider. The RSU/PRSUs carry future vesting schedules and potential accelerated vesting only in specified circumstances per the footnotes.

Form 4

Period: 2026-02-25

DirectorCo-Chief Executive Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-25+24,381→ 180,056 total
Tax Payment
Common Stock
[F1]
2026-02-25$19.00/sh−11,789$223,991→ 168,267 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