Tenable (TENB) insider RSU vesting and tax-withheld shares detailed
Rhea-AI Filing Summary
Tenable Holdings, Inc. (TENB) reported insider equity activity for its Co-Chief Executive Officer and director on 11/24/2025. Multiple blocks of Performance Restricted Stock Units and Restricted Stock Units were converted into shares of common stock at an exercise price of $0, increasing the reporting person's direct holdings.
In connection with these vestings, several transactions at $25.68 per share reflect shares of common stock withheld by Tenable to cover income tax withholding obligations, as explained in the footnotes, and are not open-market sales. Following the reported transactions, the reporting person directly beneficially owned 373,496 shares of Tenable common stock, along with remaining awards of performance and time-based restricted stock units that continue to vest over time, subject to ongoing service conditions and potential accelerated vesting in specified circumstances.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Restricted Stock Units | 1,878 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units | 1,594 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units | 2,345 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,316 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,095 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,518 | $0.00 | -- |
| Exercise | Common Stock | 1,878 | $0.00 | -- |
| Tax Withholding | Common Stock | 899 | $25.68 | $23K |
| Exercise | Common Stock | 1,594 | $0.00 | -- |
| Tax Withholding | Common Stock | 763 | $25.68 | $20K |
| Exercise | Common Stock | 2,345 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,123 | $25.68 | $29K |
| Exercise | Common Stock | 5,316 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,544 | $25.68 | $65K |
| Exercise | Common Stock | 5,095 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,438 | $25.68 | $63K |
| Exercise | Common Stock | 4,518 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,162 | $25.68 | $56K |
Footnotes (1)
- 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. Each RSU represents a contingent right to receive one share of Issuer common stock. On February 22, 2023, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 23, 2022 and determined a 106% payout for the measurement period based on the Issuer's fiscal year 2022 criteria. 25% of the shares underlying the PRSUs vested on February 23, 2023, 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. 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. 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. 25% of the shares underlying the RSUs vested on February 23, 2023, 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. 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. 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.
FAQ
What insider transaction did Tenable Holdings (TENB) report on this Form 4?
The filing reports that Tenable Holdings' Co-Chief Executive Officer and director had several tranches of Performance Restricted Stock Units and Restricted Stock Units convert into common stock on 11/24/2025, along with related tax withholding transactions.
Were any of the Tenable (TENB) insider transactions open-market sales?
The footnotes state that certain transactions coded "F" represent shares of common stock withheld by the issuer at $25.68 per share to satisfy income tax withholding and remittance obligations in connection with net settlement of RSUs, and do not represent sales into the market.
What do the Tenable (TENB) RSUs and PRSUs represent for the insider?
Each Restricted Stock Unit (RSU) and Performance Restricted Stock Unit (PRSU) represents a contingent right to receive one share of Tenable common stock, subject to vesting, performance certification where applicable, and the reporting person’s continuous service with the company.
How are Tenable (TENB) performance-based RSUs determined and vested?
The filing explains that for multiple PRSU grants, the Compensation Committee certified achievement based on fiscal year 2022, 2023, and 2024 criteria, determining payout percentages such as 106%, 93.9%, and 96.4%. For each such award, 25% of underlying shares vested on a specified February date, with the remainder vesting in equal quarterly installments over three years, subject to continued service and potential accelerated vesting in specified circumstances.
What is the vesting schedule for Tenable (TENB) time-based RSUs mentioned in the filing?
For multiple RSU grants, the filing states that 25% of the shares underlying each award vested on a specified date (such as February 23, 2023, February 22, 2024, or February 22, 2025), with the remaining shares vesting in equal quarterly installments over three years, contingent on the reporting person’s continued service and subject to accelerated vesting in certain situations.
What role does the reporting person hold at Tenable Holdings (TENB)?
The reporting person is identified as both a Director and an Officer of Tenable Holdings, serving as Co-Chief Executive Officer.
