Tenable Holdings, Inc. Announces Pricing of Upsized $725.0 Million Offering of Convertible Senior Notes
Tenable raises low-coupon convertible debt to refinance term loans and fund a sizable share repurchase while managing dilution via capped calls.
Rhea-AI Summary
Tenable Holdings (TENB) priced an upsized private offering of $725.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2031 on September 10, 2026.
The notes, offered to qualified institutional buyers under Rule 144A, were increased from $650.0 million, with an option for initial purchasers to buy up to an additional $75.0 million. Tenable expects net proceeds of approximately $705.6 million, or $778.8 million if the option is fully exercised, and plans to use them to fund $58.1 million of capped call transactions, repurchase about $170.5 million of common stock, repay term loans under its senior secured credit facility, and for general corporate purposes. The notes carry a 0.25% annual coupon, mature on September 15, 2031, and are initially convertible at 22.3005 shares per $1,000, implying a conversion price of $44.84, a 40.0% premium to the $32.03 share price.
Positive
- $725.0 million 0.25% convertible notes due 2031 provide low-cost capital
- Net proceeds $705.6–$778.8 million expected, enhancing liquidity and flexibility
- $170.5 million earmarked to repurchase approximately 5.3 million common shares
- Term loan repayment from proceeds reduces secured debt under the credit facility
- $58.1 million capped call spend targets dilution mitigation up to a $64.06 cap price
Negative
- $725.0–$800.0 million of new senior unsecured debt increases leverage until maturity
- Initial conversion price of $44.84 (40.0% premium) implies potential future share dilution
- Capped call and related hedging transactions may add share price volatility for common stock
News Explained
Capped calls are expected to reduce potential dilution, but the priced notes may still be settled partly in common shares.
Tenable has priced the notes, and the sale is expected to close on
The notes add senior unsecured debt and may be settled with cash, common shares, or both; any shares issued would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes. The related capped calls are expected generally to reduce potential dilution, subject to a cap.
Estimated net proceeds of
The immediate milestones are the expected
Key Figures
- Convertible notes offering
- $725.0 million
- 0.25% convertible senior notes due 2031; upsized from $650.0 million
- Additional notes option
- $75.0 million
- Initial purchasers' option during a 13-day period
- Interest rate
- 0.25% per year
- Payable semiannually beginning March 15, 2027
- Net proceeds
- $705.6 million
- After initial purchasers' discounts and estimated offering expenses
- Share repurchase
- $170.5 million
- Concurrent repurchase of approximately 5.3 million common shares
- Initial conversion price
- $44.84 per share
- 22.3005 shares per $1,000 principal amount
- Conversion premium
- 40.0%
- Premium over the September 10, 2026 last reported sale price
- Capped call cap price
- $64.06
- Initial cap price, representing a 100.0% premium to the last reported sale price
Historical Context
-
Earlier proposed convertible-notes private placement preceded a 4.87% 24-hour decline
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
convertible senior notes financial
rule 144a regulatory
capped call transactions financial
fundamental change financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
COLUMBIA, Md., Sept. 10, 2026 (GLOBE NEWSWIRE) -- Tenable Holdings, Inc. (Nasdaq: TENB) (“Tenable”), the exposure management company, announced today the pricing of
The notes will be general senior unsecured obligations of Tenable. The notes will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027, at a rate of
Tenable estimates that the net proceeds from the offering will be approximately
The notes will be convertible at the option of the holders in certain circumstances. Upon conversion, Tenable will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Tenable’s common stock or a combination of cash and shares of Tenable’s common stock, at Tenable’s election, in respect of the remainder, if any, of Tenable’s conversion obligation in excess of the aggregate principal amount of the notes being converted.
The conversion rate will initially be 22.3005 shares of Tenable’s common stock per
Tenable may not redeem the notes prior to September 20, 2029, except in the event of a cleanup redemption described below. Tenable may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on a redemption date on or after September 20, 2029 and before the 31st scheduled trading day immediately prior to the maturity date if the last reported sale price of Tenable’s common stock has been at least
If Tenable undergoes a “fundamental change” (as defined in the indenture that will govern the notes) then, subject to certain conditions and exceptions, holders may require Tenable to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to
In connection with the pricing of the notes, Tenable entered into privately negotiated capped call transactions with certain of the initial purchasers or affiliates thereof and certain other financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of Tenable’s common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to Tenable’s common stock upon any conversion of notes and/or offset any cash payments Tenable is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, Tenable expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties.
The cap price of the capped call transactions relating to the notes will initially be
In connection with establishing their initial hedges of the capped call transactions, Tenable expects that the option counterparties or their respective affiliates will purchase shares of Tenable’s common stock and/or enter into various derivative transactions with respect to Tenable’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Tenable’s common stock or the notes at that time.
In addition, Tenable expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Tenable’s common stock and/or purchasing or selling Tenable’s common stock or other securities of Tenable in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes, following any redemption of the notes or any repurchase of the notes upon a fundamental change, or, to the extent Tenable exercises the relevant election under the capped call transactions, following any other repurchase of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Tenable’s common stock or the notes, which could affect the ability of a holder of notes to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares, if any, and value of the consideration that a holder of notes will receive upon conversion of the notes.
Tenable expects to use approximately
The notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The notes and any shares of Tenable’s common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
About Tenable
Tenable is the exposure management company, exposing and closing the cybersecurity gaps that erode business value, reputation and trust. Tenable’s AI-powered exposure management platform radically unifies security visibility, insight and action across the attack surface, equipping modern organizations to protect against attacks from IT infrastructure to cloud environments to critical infrastructure and everywhere in between. By protecting enterprises from security exposure, Tenable reduces business risk for over 40,000 customers around the globe.
Forward-Looking Statements
This press release contains “forward-looking” statements, as that term is defined under the federal securities laws, including statements concerning the proposed terms of the notes and capped call transactions, the completion, timing and size of the proposed offering of the notes and capped call transactions, the anticipated use of proceeds from the offering, including the repayment of the term loans under the credit facility and Tenable’s plan to repurchase shares of outstanding common stock and the terms of any repurchase transactions, the potential impact of the foregoing or related transactions on dilution to holders of Tenable’s common stock, the market price of Tenable’s common stock or the notes or the conversion price of the notes. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Tenable’s control. Tenable’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to whether Tenable will consummate the offering of notes on the expected terms or at all, which could differ or change based upon market conditions or for other reasons, and the other risks detailed in Tenable’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2025, in Tenable’s quarterly reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 and in other filings and reports that Tenable may file from time to time with the SEC. The forward-looking statements included in this press release represent Tenable’s views as of the date of this press release. Tenable anticipates that subsequent events and developments will cause Tenable’s views to change. Tenable undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Tenable’s views as of any date subsequent to the date of this press release.
Media Contact
Tenable
tenablepr@tenable.com
