Form 4: Tenable Co-CEO Vintz Reports Equity Transactions

Tenable Holdings Co-CEO Stephen A. Vintz reported the acquisition of common stock through RSU and PRSU vesting, alongside corresponding tax withholdings.

Summary

• Stephen A. Vintz, Co-Chief Executive Officer and Director of Tenable Holdings, Inc., reported multiple equity transactions on November 24, 2025.
• Acquired a total of 20,746 shares of common stock through the vesting of Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) at a price of $0 per share.
• Disposed of a total of 9,929 shares of common stock at a price of $25.68 per share to satisfy income tax withholding and remittance obligations related to the net settlement of the RSUs and PRSUs.
• Following these transactions, Stephen A. Vintz beneficially owns 373,496 shares of Tenable Holdings, Inc. common stock.
• The Compensation Committee certified a 106% payout for PRSUs granted on February 23, 2022, based on fiscal year 2022 criteria.
• The Compensation Committee certified a 93.9% payout for PRSUs granted on February 22, 2023, based on fiscal year 2023 criteria.
• The Compensation Committee certified a 96.4% payout for PRSUs granted on February 22, 2024, based on fiscal year 2024 criteria.
• Vesting for both PRSUs and RSUs typically involves an initial 25% vesting, with the remainder vesting in equal quarterly installments over 3 years, contingent on continuous service.

Sentiment

Score: 7

Explanation: The filing reports routine executive compensation events, indicating continued alignment of executive interests with shareholders through equity vesting. The achievement of performance targets for PRSUs is a positive sign of company performance.

Positives

• The vesting of equity awards indicates continued compensation and retention of a key executive.
• Performance targets for Performance Restricted Stock Units (PRSUs) were met and certified by the Compensation Committee, with payouts ranging from 93.9% to 106% for fiscal years 2022, 2023, and 2024.

Negatives

• A portion of the vested shares was disposed of to cover income tax withholding obligations, which is a standard practice but reduces the direct share count.

Future Outlook

The vesting schedules for the Performance Restricted Stock Units and Restricted Stock Units extend into the future, with remaining portions vesting in equal quarterly installments over three years, subject to the reporting person's continuous service with the issuer.

Industry Context

The reported transactions reflect standard executive compensation practices within the technology and cybersecurity sectors, where equity awards like RSUs and PRSUs are commonly used to align management incentives with long-term shareholder value and ensure executive retention.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs) as a significant component of executive compensation is a standard practice across publicly traded companies, particularly prevalent in the technology sector, including cybersecurity firms.
• The structure involving initial vesting followed by quarterly installments over several years is typical for long-term incentive plans designed to retain executives and align their interests with company performance.
• The disposition of shares to cover tax withholding obligations upon vesting is a routine and expected event for equity compensation, consistent with practices observed at comparable companies like CrowdStrike (CRWD), Zscaler (ZS), or Palo Alto Networks (PANW) when their executives' equity awards vest.

Corporate Governance

Related Party Transactions

• The transactions involve the company's Co-Chief Executive Officer and Director, Stephen A. Vintz, receiving equity compensation and the company withholding shares for tax purposes, which are standard related-party dealings in the context of executive compensation.

Stakeholder Impact

• Shareholders: The continued vesting of equity awards for a key executive helps align management's long-term interests with shareholder value.
• Employees: Reflects standard compensation practices for senior leadership, which can influence broader compensation strategies within the company.

Next Steps

• Continued vesting of the remaining portions of the Performance Restricted Stock Units and Restricted Stock Units as per their established schedules, contingent on Stephen A. Vintz's continuous service.

Key Dates

Recommendation

This Form 4 reports routine executive compensation events, specifically the vesting of equity awards and associated tax withholdings. It does not introduce new material information that would fundamentally alter the investment thesis for Tenable Holdings, Inc. The transactions are standard practice for aligning executive incentives with shareholder value over time and do not warrant a change in investment recommendation based solely on this filing.

Keywords

Tenable Holdings, TENB, Form 4, insider transaction, equity vesting, RSU, PRSU, executive compensation, Stephen A. Vintz, cybersecurity