TENB insider updates PRSU and RSU awards, tax share withholding
Rhea-AI Filing Summary
Tenable Holdings, Inc. Co-Chief Executive Officer and Director reported multiple equity compensation transactions dated 11/24/2025. Several blocks of Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) were converted into shares of common stock (coded "M") at an exercise price of $0, reflecting routine vesting of previously granted awards.
In connection with these vestings, the issuer withheld shares of common stock (coded "F") to cover income tax withholding at a price of $25.68 per share, and these withheld shares are explicitly stated as not representing market sales. After the reported transactions, the reporting person directly beneficially owned 113,639 shares of Tenable common stock, along with remaining unvested PRSUs and RSUs scheduled to vest in quarterly installments, subject to continued service and potential accelerated vesting in specified circumstances.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Restricted Stock Units | 1,363 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units | 1,162 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units | 2,267 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,857 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,713 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,368 | $0.00 | -- |
| Exercise | Common Stock | 1,363 | $0.00 | -- |
| Tax Withholding | Common Stock | 660 | $25.68 | $17K |
| Exercise | Common Stock | 1,162 | $0.00 | -- |
| Tax Withholding | Common Stock | 562 | $25.68 | $14K |
| Exercise | Common Stock | 2,267 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,097 | $25.68 | $28K |
| Exercise | Common Stock | 3,857 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,865 | $25.68 | $48K |
| Exercise | Common Stock | 3,713 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,796 | $25.68 | $46K |
| Exercise | Common Stock | 4,368 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,112 | $25.68 | $54K |
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 did Tenable (TENB)'s Co-CEO report in this Form 4?
The Co-Chief Executive Officer and Director reported routine equity compensation activity on 11/24/2025, including vesting and conversion (code "M") of previously granted Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs) into shares of Tenable common stock, plus related share withholding for taxes.
What is the significance of the transaction codes M and F in this Tenable (TENB) Form 4?
Code "M" refers to the exercise or conversion of derivative securities, here the vesting and settlement of PRSUs and RSUs into common stock at $0 exercise price. Code "F" refers to shares of common stock withheld by the issuer at $25.68 per share to cover tax withholding obligations.
How do the PRSU payouts for Tenable (TENB) tie to performance?
The Compensation Committee certified PRSU achievements for grants made in 2022, 2023, and 2024, determining payouts of 106%, 93.9%, and 96.4% of target, respectively, based on Tenable's fiscal year performance criteria. These awards vest 25% on the initial vesting date, with the remainder vesting quarterly over three years, subject to continuous service.
How do Tenable (TENB) RSUs for the Co-CEO vest over time?
For the RSU grants described, 25% of the shares vested on the initial vesting date (on February 23, 2023, February 22, 2024, or February 22, 2025, depending on the grant), and the remaining 75% vest in equal quarterly installments over three years, subject to the reporting person’s continuous service and potential accelerated vesting in specified circumstances.