Skip to main content

Tenable Holdings, Inc.

For the period ended Jun 30, 2025. Filed Aug 8, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 8, 2025

TENB$43.67+3.7%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 5. Other Information

Amendments to Employment Agreements

Following the appointment of Mr. Vintz and Mr. Thurmond as co-Chief Executive Officers on a permanent basis in April of 2025, the Compensation Committee of our Board of Directors approved on August 5, 2025, and we entered into, amendments to the amended and restated employment agreement (the “Vintz A&R Employment Agreement”) with Mr. Vintz, our Co-Chief Executive Officer (the “Vintz Amendment”), and the employment agreement (the “Thurmond

Employment Agreement” and together with the Vintz A&R Employment Agreement, the “Co-CEO Employment Agreements”) with Mr. Thurmond, our Co-Chief Executive Officer (the “Thurmond Amendment” and, together with the Vintz Amendment, the “Co-CEO Employment Agreement Amendments”).

Pursuant to the Co-CEO Employment Agreement Amendments, upon termination without cause or resignation for good reason (each as defined in the Co-CEO Employment Agreements, as amended by the Co-CEO Employment Agreement Amendments) outside of the three months prior to or 12 months following a change in control of our company, provided that Mr. Vintz or Mr. Thurmond, as applicable, signed and did not revoke a separation agreement that included a release of claims, such executive is eligible to receive 18 months of continued base salary, increased from 12 months under the Co-CEO Employment Agreements prior to the Co-CEO Employment Agreement Amendments, payment by the company of the employer-portion of premiums for continued group health coverage for up to 12 months following termination, a lump sum cash payment equal to such executive’s target annual bonus for the year in which the termination occurred, prorated based on the last day of employment and reduced by the amount of any quarterly bonuses previously paid or due for the year in which the termination occurred, and prorated accelerated vesting of outstanding equity awards.

In addition, the Co-CEO Employment Agreement Amendments revise the definition of, “good reason” in the Co-CEO Employment Agreements to generally include any of the following occurring without the executive's express prior written consent: (i) a material reduction in the executive's base salary (other than a general reduction in base salary that affects all other members of our company’s executive management); (ii) a material reduction in the executive's target bonus opportunity (applicable only in the event of a change in control of our company); (iii) a material relocation in the geographic location at which the executive is required to perform services for us, including any requirement that the executive regularly report to a company office or relocate from their home office location, except as may be reasonably required for travel that is consistent with the executive’s position and responsibilities; (iv) any material breach by our company of any material provision of the executive's employment agreement, or any material provision of any other agreement between the executive and our company concerning the terms and conditions of such executive’s employment; (v) our failure to obtain an agreement from any successor to our company to assume and agree to perform the executive’s employment agreement in the same manner and to the same extent that we would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; and (vi) a material, adverse diminution in the executive's title, authority, duties, responsibilities, or reporting structure, with a clarification that a material diminution is deemed to have occurred if a portion of the role involved responsibilities related to being a public company and we are no longer a public reporting entity.

Except as disclosed in this Item 5 to Periodic Report on Form 10-Q, the terms and conditions of the Co-CEO Employment Agreements remain unchanged.

The foregoing descriptions of the Co-CEO Employment Agreement Amendments are qualified in their entireties to the complete text of the Co-CEO Employment Agreement Amendments, copies of which are filed hereto as Exhibits 10.2 and 10.3.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.