Thurmond Mark C. 4
4 · Tenable Holdings, Inc. · Filed May 26, 2026
Research Summary
AI-generated summary of this filing
Tenable (TENB) CEO Mark Thurmond Exercises RSUs; 12,268 Shares Withheld
What Happened
- Mark C. Thurmond, Chief Executive Officer of Tenable Holdings, converted/exercised a total of 25,369 derivative units (RSUs/PRSUs/other restricted awards) into common stock on May 22, 2026 at $0.00 per share (these were vested awards, not open‑market purchases). To satisfy tax withholding obligations, the issuer withheld 12,268 shares at $25.45 per share, representing withholding proceeds of approximately $312,220. The remaining ~13,101 shares were issued to Mr. Thurmond net of withholding.
Key Details
- Transaction date: May 22, 2026; Form 4 filed May 26, 2026.
- Conversion/exercise entries coded "M" (exercise/conversion of derivative) — 25,369 shares acquired at $0.00.
- Withholding entries coded "F" (payment of exercise price or tax liability) — 12,268 shares withheld at $25.45, total ~$312,220.
- Shares owned after the transaction: not disclosed in the provided filing.
- Notable footnotes: F2 confirms withheld shares were used to satisfy income tax withholding and do not represent an open‑market sale; F3 describes each RSU equals one share; F4–F6 explain PRSU certification and payout percentages; F1 notes 820 shares were acquired under the ESPP in exempt transactions.
- Filing timeliness: Form filed May 26, 2026 (reports the May 22, 2026 transactions) — not marked as late in the filing.
Context
- This was a routine conversion/settlement of vested restricted and performance awards (derivative conversion), not an open‑market sale or purchase. The withholding of shares to cover taxes is a common cashless settlement mechanism and should be viewed as tax administration rather than an intentional sale of stock for investment reasons. Transaction codes: M = exercise/conversion of derivative; F = tax withholding/payment.
Insider Transaction Report
Form 4
Thurmond Mark C.
DirectorCo-Chief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
2026-05-22+7,764→ 183,686 total - Exercise/Conversion
Common Stock
[F1]2026-05-22+1,162→ 170,249 total - Tax Payment
Common Stock
[F2]2026-05-22$25.45/sh−562$14,303→ 169,687 total - Exercise/Conversion
Common Stock
2026-05-22+2,267→ 171,954 total - Tax Payment
Common Stock
[F2]2026-05-22$25.45/sh−1,097$27,919→ 170,857 total - Exercise/Conversion
Common Stock
2026-05-22+6,095→ 176,952 total - Tax Payment
Common Stock
[F2]2026-05-22$25.45/sh−2,947$75,001→ 174,005 total - Exercise/Conversion
Common Stock
2026-05-22+3,713→ 177,718 total - Tax Payment
Common Stock
[F2]2026-05-22$25.45/sh−1,796$45,708→ 175,922 total - Tax Payment
Common Stock
[F2]2026-05-22$25.45/sh−3,754$95,539→ 179,932 total - Exercise/Conversion
Common Stock
2026-05-22+4,368→ 184,300 total - Tax Payment
Common Stock
[F2]2026-05-22$25.45/sh−2,112$53,750→ 182,188 total - Exercise/Conversion
Performance Restricted Stock Units
[F3][F4]2026-05-22−1,162→ 3,492 total→ Common Stock (1,162 underlying) - Exercise/Conversion
Performance Restricted Stock Units
[F3][F5]2026-05-22−2,267→ 15,873 total→ Common Stock (2,267 underlying) - Exercise/Conversion
Performance Restricted Stock Units
[F3][F6]2026-05-22−6,095→ 67,052 total→ Common Stock (6,095 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F7]2026-05-22−3,713→ 11,139 total→ Common Stock (3,713 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F8]2026-05-22−7,764→ 85,408 total→ Common Stock (7,764 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F9]2026-05-22−4,368→ 30,576 total→ Common Stock (4,368 underlying)
Footnotes (9)
- [F1]820 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).
- [F2]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.
- [F3]Each 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 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]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.
- [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|2026-05-26