Form 4: Tenable Holdings Co-CEO Stephen Vintz Reports Stock Transactions Following RSU Vesting

Stephen Vintz, Co-CEO and CFO of Tenable Holdings, reports the acquisition of shares through restricted stock unit (RSU) vesting and a subsequent sale to cover tax obligations.

Summary

• On February 25, 2025, Stephen Vintz, Co-CEO and CFO of Tenable Holdings, sold 4,551 shares of common stock at $38.48 per share to cover tax withholding obligations related to the vesting of restricted stock units.
• The transactions on February 24, 2025, involved the acquisition of common stock through the vesting of performance-based and regular restricted stock units.
• These RSUs vest over time, contingent on continuous service with Tenable Holdings, with accelerated vesting possible under certain circumstances.
• The vesting schedule for the newly granted RSUs on February 21, 2025, is 25% on August 22, 2025, then 25% of the remaining will vest on February 22, 2026, with the remainder vesting in equal quarterly installments over 3 years.
• The Compensation Committee certified the achievement of performance metrics for PRSUs granted in 2022, 2023 and 2024, resulting in payouts of 106%, 93.9%, and 96.4% respectively.

Sentiment

Score: 6

Explanation: The document primarily reflects routine transactions related to executive compensation. The sentiment is neutral, with no significant positive or negative implications for the company's outlook.

Positives

• The vesting of RSUs and PRSUs indicates that the executive is meeting the service requirements and performance goals set by the company.
• The Compensation Committee certified performance achievements for PRSUs granted in 2022, 2023 and 2024, resulting in payouts of 106%, 93.9%, and 96.4% respectively.

Negatives

• The sale of shares to cover tax obligations, while routine, can be perceived negatively if investors interpret it as a lack of confidence in the company's future performance, although the document states that the sale occurred automatically to satisfy the tax withholding obligations to be funded by a 'sell to cover' transaction and does not represent a discretionary trade by the Reporting Person.

Risks

• Future vesting of RSUs and PRSUs is contingent on continued service and achievement of performance goals, which are subject to change and may not be met.
• Market fluctuations could impact the value of the shares acquired through vesting.

Future Outlook

Future vesting of RSUs and PRSUs is contingent on continued service and achievement of performance goals.

Industry Context

Executive compensation through equity grants is a common practice in the technology industry to align management's interests with those of shareholders.

Comparison to Industry Standards

• Equity compensation practices vary across the cybersecurity industry, but RSUs and PRSUs are common tools for incentivizing executives at companies like CrowdStrike, Palo Alto Networks, and Fortinet.
• The vesting schedules and performance metrics associated with these grants are typically designed to reward long-term value creation and retention.

Stakeholder Impact

• The transactions have a minimal direct impact on stakeholders, as they primarily involve internal compensation mechanisms.
• Shareholders may be indirectly affected by the dilution resulting from the issuance of shares upon RSU vesting, but this is a standard part of the company's compensation plan.

Key Dates