SEC Form 4 · accession 0001651579-26-000008
Tenable Holdings, Inc. · TENB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark C. Thurmond
Officer — Co-Chief Executive Officer · Director
Period of report
Aug 24, 2026
Accepted (ET)
Aug 25, 2026 · 4:03 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001660280
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 24, 2026 | M | 1,162 | $0.00 | A | 183,350 | D | |
| Common StockF1 | Aug 24, 2026 | F | 562 | $33.94 | D | 182,788 | D | |
| Common Stock | Aug 24, 2026 | M | 2,267 | $0.00 | A | 185,055 | D | |
| Common StockF1 | Aug 24, 2026 | F | 1,097 | $33.94 | D | 183,958 | D | |
| Common Stock | Aug 24, 2026 | M | 6,095 | $0.00 | A | 190,053 | D | |
| Common StockF1 | Aug 24, 2026 | F | 2,947 | $33.94 | D | 187,106 | D | |
| Common Stock | Aug 24, 2026 | M | 3,713 | $0.00 | A | 190,819 | D | |
| Common StockF1 | Aug 24, 2026 | F | 1,796 | $33.94 | D | 189,023 | D | |
| Common Stock | Aug 24, 2026 | M | 7,764 | $0.00 | A | 196,787 | D | |
| Common StockF1 | Aug 24, 2026 | F | 3,754 | $33.94 | D | 193,033 | D | |
| Common Stock | Aug 24, 2026 | M | 4,368 | $0.00 | A | 197,401 | D | |
| Common StockF1 | Aug 24, 2026 | F | 2,112 | $33.94 | D | 195,289 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF2,F3 | — | Aug 24, 2026 | M | 1,162 | D | — | — | Common Stock | 1,162 | 2,330 | D |
| Performance Restricted Stock UnitsF2,F4 | — | Aug 24, 2026 | M | 2,267 | D | — | — | Common Stock | 2,267 | 13,606 | D |
| Performance Restricted Stock UnitsF2,F5 | — | Aug 24, 2026 | M | 6,095 | D | — | — | Common Stock | 6,095 | 60,957 | D |
| Restricted Stock UnitsF2,F6 | — | Aug 24, 2026 | M | 3,713 | D | — | — | Common Stock | 3,713 | 7,426 | D |
| Restricted Stock UnitsF2,F7 | — | Aug 24, 2026 | M | 7,764 | D | — | — | Common Stock | 7,764 | 77,644 | D |
| Restricted Stock UnitsF2,F8 | — | Aug 24, 2026 | M | 4,368 | D | — | — | Common Stock | 4,368 | 26,208 | D |
Explanation of responses
- F1Represents 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.
- F2Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
- F3On 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.
- F4On 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.
- F5On 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.
- F625% 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.
- F725% 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.
- F825% 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.