Form 4: Tenable Co-CEO Vintz Reports RSU Vesting and Tax Withholding

Tenable Holdings' Co-Chief Executive Officer, Stephen A. Vintz, reported the vesting of various Restricted Stock Units and Performance Restricted Stock Units, alongside associated tax withholdings.

Summary

• Stephen A. Vintz, Co-Chief Executive Officer and Director of Tenable Holdings, Inc. (TENB), reported multiple transactions involving the company's common stock.
• On February 23, 2026, Vintz acquired a total of 67,236 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.
• Concurrently, Vintz disposed of a total of 24,815 shares of common stock at a price of $17.55 per share to satisfy income tax withholding and remittance obligations related to the net settlement of these RSUs and PRSUs.
• Following these transactions, Vintz's direct beneficial ownership of common stock increased from 375,378 shares to 415,917 shares.
• The filing details the certification of PRSU achievements by the Compensation Committee for fiscal years 2022 (106% payout), 2023 (93.9% payout), and 2024 (96.4% payout).
• Vesting schedules for both PRSUs and RSUs generally involve an initial 25% vesting, with the remainder vesting in equal quarterly installments over three years, contingent on continuous service.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting routine executive compensation and performance-based payouts, which are generally favorable for executive retention and alignment with company goals.

Positives

• The achievement of Performance Restricted Stock Units (PRSUs) for fiscal years 2022, 2023, and 2024 indicates the company met or exceeded performance targets, with payouts of 106%, 93.9%, and 96.4% respectively.
• The vesting of RSUs and PRSUs represents a standard component of executive compensation, aligning management's interests with shareholder value over the long term.
• An increase in the reporting person's direct beneficial ownership of common stock from 375,378 to 415,917 shares demonstrates continued equity accumulation by a key executive.

Negatives

• The disposition of 24,815 shares for tax withholding, while a standard practice, represents a reduction in the executive's direct shareholding that is not a voluntary sale.

Future Outlook

The filing indicates ongoing vesting schedules for various equity awards, with future quarterly installments over three years, subject to the reporting person's continuous service. This suggests a continued long-term incentive structure for the Co-CEO.

Industry Context

StockSavvy.ai notes that the vesting of Restricted Stock Units and Performance Restricted Stock Units is a common practice in the technology and cybersecurity industry, reflecting a standard approach to executive compensation. This aligns with broader industry trends of using equity-based incentives to retain key talent and align management's interests with long-term shareholder value. The performance-based payouts suggest Tenable's compensation committee ties executive rewards to specific company performance metrics, a widely adopted governance practice.

Comparison to Industry Standards

• The use of RSUs and PRSUs for executive compensation is standard across the technology sector, comparable to practices at companies like CrowdStrike (CRWD), Zscaler (ZS), and Palo Alto Networks (PANW).
• The multi-year vesting schedule (25% initial, then quarterly over 3 years) is a common retention mechanism, similar to those observed in many high-growth tech firms.
• Performance-based payouts, such as the 106%, 93.9%, and 96.4% for PRSUs, are typical for incentivizing executives to meet specific financial or operational targets, a practice widely adopted by industry leaders to ensure compensation is tied to company success.

Related Party Transactions

• The transactions represent executive compensation in the form of equity awards (RSUs and PRSUs) granted by Tenable Holdings, Inc. to its Co-Chief Executive Officer, Stephen A. Vintz.

Stakeholder Impact

• Shareholders: The vesting and tax withholding are routine and expected, reflecting the company's established executive compensation practices. The increase in beneficial ownership by a key executive can be seen as a positive signal of alignment.
• Employees: The compensation structure for a senior executive may reflect broader compensation philosophies within the company, potentially influencing employee morale and retention strategies.
• Management: The equity awards incentivize long-term performance and retention of key leadership, aligning their financial interests with the company's success.

Next Steps

• The remaining portions of the PRSUs and RSUs will continue to vest in equal quarterly installments over three years, subject to Stephen A. Vintz's continuous service with Tenable Holdings, Inc.

Key Dates

Keywords

Tenable Holdings, TENB, Form 4, Insider Transaction, Restricted Stock Units, Performance Restricted Stock Units, Executive Compensation, Stock Vesting, Tax Withholding, Stephen A. Vintz