Director Huffard John C Jr converted options into 6,062 shares (SEC Form 4)
$TENB
Computer Software: Prepackaged Software
Technology
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/13/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/13/2026 | M | 6,062 | A | $0 | 6,062 | D | |||
| Common Stock | 31,847 | I | By Spouse(1) | |||||||
| Common Stock | 390,183 | I | By Trust(2) | |||||||
| Common Stock | 74,575(3) | I | By Trust(4) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 05/13/2026 | M | 6,062 | (6) | (6) | Common Stock | 6,062 | $0 | 0 | D | ||||
| Restricted Stock Units | (5) | 05/13/2026 | A | 9,718 | (7) | (7) | Common Stock | 9,718 | $0 | 9,718 | D | ||||
| Explanation of Responses: |
| 1. Mary Kathryn Braden Huffard as Trustee of the Mary Kathryn Braden Huffard Revocable Trust U/T/A dated March 2, 2012. |
| 2. Mary Kathryn Braden Huffard and Jonathan M. Forster, as Trustees of The Three Suns 2019 Non-Exempt Irrevocable Trust U/T/A dated November 15, 2019 ("Trust"). The Reporting Person's spouse and children are the beneficiaries of the Trust. The Trust is split in three separate trusts, but reported as one. |
| 3. On October 20, 2025, the Reporting Person contributed 20,987 shares to the John Cloyd Huffard, Jr. Revocable Trust U/T/A dated March 2, 2012. |
| 4. The Trustees of the John Cloyd Huffard Jr Revocable Trust U/T/A dated March 2, 2012 are John Cloyd Huffard Jr and Mary Kathryn Braden Huffard. |
| 5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock. |
| 6. 100% of the shares underlying the RSUs vested as of May 13, 2026. |
| 7. 100% of the shares underlying the RSUs vest on the earlier of May 13, 2027 or the Issuer's next annual shareholder meeting, 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. |
| Remarks: |
| /s/ David Bartholomew, Attorney-in-Fact | 05/15/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||