STOCK TITAN

Tenable Q3 2026 net income rises to $11.3M

Tenable repurchased 6.8 million shares for $223.8 million and closed an $800 million convertible senior notes offering.

(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Tenable Holdings, Inc. (TENB) reported third-quarter 2026 revenue of $276.4 million, up 9.5% year over year. GAAP net income was $11.3 million versus $2.3 million a year earlier, while non-GAAP net income was $72.9 million versus $51.4 million. GAAP operating margin was 6.0%, compared with 2.8%; non-GAAP operating margin was 27.1%, versus 23.3%. Net cash provided by operating activities was $72.5 million, and unlevered free cash flow was $69.4 million.

The company repurchased 6.8 million common shares for $223.8 million, including 5.3 million shares for $170.5 million in connection with the issuance of its convertible senior notes. It closed an upsized $800 million convertible senior notes offering and a new $400 million secured revolving credit facility. Tenable expects fourth-quarter revenue of $277.0 million to $280.0 million and full-year 2026 revenue of $1.084 billion to $1.087 billion; full-year non-GAAP diluted earnings per share of $2.16 to $2.19 and unlevered free cash flow of $289.0 million to $295.0 million are also expected. It added 413 new enterprise platform customers and 39 net new six-figure customers.

3 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 0 points

How the balance works

Positive

  • Moderate pointRevenue reached $276.4 million, up 9.5% year over year.
  • Moderate pointGAAP net income was $11.3 million, compared with $2.3 million.
  • Moderate pointOperating cash flow was $72.5 million, versus $53.9 million.

Negative

  • None.

Filing Explained

Any conversion-related dilution remains conditional; capped calls are expected to reduce it, subject to a cap.

At September 30, Tenable's balance sheet recorded $779,016 thousand of convertible notes, net, while reporting no term-loan balance.

If the quarterly average share price exceeds the notes' conversion price, diluted share counts may include conversion shares; issuing those shares would reduce existing holders' ownership percentages, and Tenable says capped calls are expected to reduce that dilution, subject to a cap.

At September 30, cash and equivalents were $317,401 thousand and short-term investments were $177,860 thousand; stockholders' equity was a deficit of $26,472 thousand.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $276.4 million Third quarter 2026
Revenue growth 9.5% Third quarter 2026, year over year
GAAP net income $11.3 million Third quarter 2026; $2.3 million in third quarter 2025
Non-GAAP operating margin 27.1% Third quarter 2026; 23.3% in third quarter 2025
Net cash provided by operating activities $72.5 million Third quarter 2026; $53.9 million in third quarter 2025
Common shares repurchased 6.8 million shares Third quarter 2026
Repurchase amount $223.8 million For 6.8 million common shares
Full-year 2026 revenue outlook $1.084 billion to $1.087 billion Year ending December 31, 2026
Unlevered free cash flow financial
"We define unlevered free cash flow as free cash flow plus cash paid for interest"
Unlevered free cash flow is the cash a company generates from its core business after paying operating costs and reinvesting in the business, but before any interest or debt repayments. It shows how much cash would be available to all providers of capital—owners and lenders alike—and helps investors compare underlying business performance and value companies without the distortion of different debt levels, like judging a car’s fuel efficiency before adding cargo weight.
Remaining performance obligations financial
"Remaining performance obligations, short-term"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
Capped call contracts financial
"entered into capped call contracts which are expected to reduce the share dilution"
A capped call contract is an options package an issuer buys to reduce dilution from convertible securities: it gives the issuer or counterparty the right to obtain stock or cash tied to a convertible’s conversion, while setting a maximum price (the cap) on how much the holder can gain. Think of it like insurance that protects against giving away too much upside when bonds or preferred shares convert; it matters to investors because it changes the effective dilution, potential share price gain, and the economics of convertible securities.
Dollar-based net expansion rate financial
"Dollar-based net expansion rate was 107%"
Dollar-based net expansion rate measures how much recurring revenue from an existing group of customers has grown or shrunk over a set period, after accounting for upsells, downgrades and lost customers. Think of it like tracking the income from a garden you already planted — if each plant produces more fruit over time the garden’s value rises; for investors, a rate above 100% signals healthy organic growth and lower risk, while a rate below 100% warns of customer erosion.
Revenue $276.4 million Up 9.5% year over year
GAAP net income $11.3 million Compared with $2.3 million in third quarter 2025
Non-GAAP net income $72.9 million Compared with $51.4 million in third quarter 2025
Net cash provided by operating activities $72.5 million Compared with $53.9 million in third quarter 2025
Guidance

Tenable expects fourth-quarter 2026 revenue of $277.0 million to $280.0 million and non-GAAP diluted earnings per share of $0.56 to $0.58. For full-year 2026, it expects revenue of $1.084 billion to $1.087 billion, non-GAAP diluted earnings per share of $2.16 to $2.19, and unlevered free cash flow of $289.0 million to $295.0 million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were TENB's Q3 2026 financial results?

Tenable reported Q3 2026 revenue of $276.4 million, up 9.5% year over year. GAAP net income was $11.3 million versus $2.3 million in Q3 2025, and non-GAAP net income was $72.9 million versus $51.4 million.

What is Tenable's 2026 revenue outlook?

Tenable expects fourth-quarter 2026 revenue of $277.0 million to $280.0 million and non-GAAP diluted earnings per share of $0.56 to $0.58. For full-year 2026, it expects revenue of $1.084 billion to $1.087 billion and non-GAAP diluted earnings per share of $2.16 to $2.19.

What was TENB's dollar-based net expansion rate?

Tenable's dollar-based net expansion rate was 107%, compared with 106% in Q2 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
0001660280false00016602802026-10-282026-10-28


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): October 28, 2026

__________________
TENABLE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
__________________
Delaware001-3860047-5580846
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

6100 Merriweather Drive, Columbia, Maryland 21044
(Address of principal executive offices, including zip code)

(410) 872-0555
(Registrant’s telephone number, including area code)
__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareTENBThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02    Results of Operations and Financial Condition.
On October 28, 2026, Tenable Holdings, Inc. (the "Company") reported financial results for the quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference.
The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.
Item 9.01    Financial Statements and Exhibits.
(d)     Exhibits
Exhibit NumberDescription
99.1
Press release — "Tenable Announces Third Quarter 2026 Financial Results"
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104
The cover page from Tenable's 8-K filed on October 28, 2026, formatted in Inline XBRL.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TENABLE HOLDINGS, INC.
Date:October 28, 2026By:/s/ Michelle VonderHaar
Michelle VonderHaar
Chief Legal Officer and Corporate Secretary


Tenable Announces Third Quarter 2026 Financial Results
Tenable Exceeds Q3 Revenue and Profit Expectations, Raises Full-Year Outlook
•Revenue of $276.4 million, year-over-year growth of 9.5%
•GAAP operating margin of 6.0%; Non-GAAP operating margin of 27.1%, year-over-year increase of 380 basis points
•Net cash provided by operating activities of $72.5 million; Unlevered free cash flow of $69.4 million
COLUMBIA, Maryland, October 28, 2026 — Tenable Holdings, Inc. ("Tenable") (Nasdaq: TENB), the exposure management company, today announced financial results for the quarter ended September 30, 2026.
“We delivered an excellent third quarter, exceeding every one of our guided metrics,” said Steve Vintz, Co-CEO of Tenable. “As AI creates a structural shift in how organizations manage cyber exposure, security is becoming its own business function tied to business risk and growth, and we believe Tenable is uniquely positioned to lead in this new era.”
“Customers are moving from conversation to commitment, and this quarter that increasingly meant expanding their relationship with Tenable One,” said Mark Thurmond, Co-CEO of Tenable. “We are seeing urgency translate into broader adoption, which further validates our leadership in exposure management as the market expands to cover AI.”
Third Quarter 2026 Financial Highlights
•Revenue was $276.4 million, a 9.5% increase year-over-year
•GAAP income from operations was $16.7 million, compared to $7.1 million in the third quarter of 2025
•GAAP operating margin was 6.0%, compared to 2.8% in the third quarter of 2025
•Non-GAAP income from operations was $74.9 million, compared to $58.9 million in the third quarter of 2025
•Non-GAAP operating margin was 27.1%, compared to 23.3% in the third quarter of 2025
•GAAP net income was $11.3 million, compared to $2.3 million in the third quarter of 2025
•GAAP diluted earnings per share was $0.10, compared to $0.02 per share in the third quarter of 2025
•Non-GAAP net income was $72.9 million, compared to $51.4 million in the third quarter of 2025
•Non-GAAP diluted earnings per share was $0.63, compared to $0.42 in the third quarter of 2025
•Net cash provided by operating activities was $72.5 million, compared to $53.9 million in the third quarter of 2025
•Unlevered free cash flow was $69.4 million, compared to $58.5 million in the third quarter of 2025
•Repurchased 6.8 million shares of our common stock for $223.8 million, including 5.3 million shares for $170.5 million in connection with the issuance of our convertible senior notes
Recent Business Highlights
•Added 413 new enterprise platform customers and 39 net new six-figure customers
•Dollar-based net expansion rate was 107%, compared to 106% in the second quarter of 2026
•Integrated Anthropic's Claude Mythos into our Tenable One Exposure Management Platform to power Tenable One Adversary View, helping security teams discover hidden attack paths and how to best remediate them
•Launched CyberAgents Exchange, the industry's first open-source, vendor-agnostic cybersecurity-native registry for AI agents, skills, MCP servers and multi-agent playbooks
•Expanded Tenable Hexa AI, our agentic engine, with always-on capabilities, introducing a coordinated fleet of AI agents that continuously identify critical exposures, orchestrate remediation and verify fixes, even when security teams are offline
•Closed an upsized $800 million convertible senior notes offering along with a new $400 million secured revolving credit facility
•Joined the White House-led Project Watershed initiative to bolster U.S. water and wastewater systems from evolving cyber threats
•Recognized by Gartner® as the “Company to Beat” for Preemptive Cybersecurity in AI-Powered Exposure Assessment(1)
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•Ranked first in worldwide market share in the IDC Worldwide Device Vulnerability and Exposure Management Market Shares report for the eighth consecutive year(2)
Financial Outlook
For the fourth quarter of 2026, we currently expect:
•Revenue in the range of $277.0 million to $280.0 million
•Non-GAAP income from operations in the range of $67.1 million to $70.1 million
•Non-GAAP net income in the range of $63.6 million to $66.6 million, assuming interest expense of $1.9 million, interest income of $3.8 million and a provision for income taxes of $4.6 million
•Non-GAAP diluted earnings per share in the range of $0.56 to $0.58
•114.0 million diluted weighted average shares outstanding
For the year ending December 31, 2026, we currently expect:
•Revenue in the range of $1.084 billion to $1.087 billion
•Non-GAAP income from operations in the range of $270.0 million to $273.0 million
•Non-GAAP net income in the range of $250.0 million to $253.0 million, assuming interest expense of $20.4 million, interest income of $11.8 million and a provision for income taxes of $8.7 million
•Non-GAAP diluted earnings per share in the range of $2.16 to $2.19
•115.5 million diluted weighted average shares outstanding
•Unlevered free cash flow in the range of $289.0 million to $295.0 million
Conference Call Information
Tenable will host a conference call on October 28, 2026 at 4:30 p.m. Eastern Time to discuss its financial results. The conference call can be accessed at 877-407-9716 (U.S.) and 201-493-6779 (international). A live webcast of the event will be available on the Tenable Investor Relations website at https://investors.tenable.com. An archived replay of the live broadcast will be available on the Investor Relations page of the website following the call.
About Tenable
Tenable® is the exposure management company, exposing and closing the cybersecurity gaps that erode business value, reputation and trust. The company’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. Learn more at tenable.com.
Contact Information
Investor Relations
investors@tenable.com
Media Relations
tenablepr@tenable.com
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, the ability of our partnership with Anthropic to help security teams discover hidden attack paths and determine how to best remediate them, our ability to continue expanding Tenable One AI Exposure coverage across LLMs, MCPs and AI tools to deliver greater risk visibility and governance, the ability of the Project Watershed initiative to help protect U.S. water and wastewater systems from evolving cyber threats, our business strategy, market opportunity and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” "believe,”
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“continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. These risks and uncertainties are detailed in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings that we make from time to time with the SEC, which are available on the SEC's website at sec.gov. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance the overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and are helpful to investors in comparing our financial results over multiple periods with other companies in our industry.
Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.
Free Cash Flow and Unlevered Free Cash Flow: We define free cash flow, a non-GAAP financial measure, as net cash provided by operating activities less purchases of property and equipment and capitalized software development costs. We believe free cash flow is an important liquidity measure of the cash that is available (if any), after purchases of property and equipment and capitalized software development costs, for investment in our business and to make acquisitions. We believe that free cash flow is useful as a liquidity measure because it measures our ability to generate cash. We define unlevered free cash flow as free cash flow plus cash paid for interest and other financing costs. We believe unlevered free cash flow is useful as a liquidity measure as it measures the cash that is available to invest in our business and meet our current debt obligations and future financing needs. However, given our debt obligations, non-cancelable commitments and other contractual obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.
Non-GAAP Income from Operations and Non-GAAP Operating Margin: We define these non-GAAP financial measures as their respective GAAP measures, excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses, costs related to the intra-entity asset transfers resulting from the internal restructuring of legal entities, and amortization of acquired intangible assets. Acquisition-related expenses include transaction and integration expenses, as well as costs related to the intercompany transfer of acquired intellectual property. Restructuring expenses include non-ordinary course severance, employee related benefits, and other charges to reorganize business operations. We believe that the exclusion of these expenses provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude restructuring expenses.
Non-GAAP Net Income and Non-GAAP Earnings Per Share: We define non-GAAP net income as GAAP net income (loss), excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses, loss on extinguishment of debt and amortization of acquired intangible assets, including the applicable tax impacts. In addition, we exclude the tax impact and related costs of intra-entity asset transfers resulting from the internal restructuring of legal entities and deferred income tax benefits recognized in connection with acquisitions. We use non-GAAP net income to
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calculate non-GAAP earnings per share. The weighted average shares used to calculate GAAP diluted earnings per share may include dilutive shares related to the potential conversion of our convertible senior notes in periods in which the quarterly average stock price per share exceeds the conversion price of the convertible senior notes. We entered into capped call contracts which are expected to reduce the share dilution related to any conversion of the convertible senior notes, subject to a cap. The weighted average shares used to calculate non-GAAP earnings per share excludes dilution resulting from the potential conversion of our convertible senior notes expected to be offset by the capped call contracts.
Non-GAAP Gross Profit and Non-GAAP Gross Margin: We define non-GAAP gross profit as GAAP gross profit, excluding the effect of stock-based compensation and amortization of acquired intangible assets. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of revenue.
Non-GAAP Sales and Marketing Expense, Non-GAAP Research and Development Expense and Non-GAAP General and Administrative Expense: We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation, acquisition-related expenses and costs related to intra-entity asset transfers resulting from the internal restructuring of legal entities.
Reports Referenced
(1)    Gartner, AI Vendor Race: Tenable Is the Company to Beat for Preemptive Cybersecurity in AI-Powered Exposure Assessment, Elizabeth Kim, Isy Bangurah, Mitchell Schneider, Luis Castillo, 24 June 2026.
The Gartner content described herein, (the "Gartner Content") represents research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. ("Gartner"), and are not representations of fact. Gartner Content speaks as of its original publication date (and not as of the date of this press release) and the opinions expressed in the Gartner Content are subject to change without notice.
(2)    IDC, Worldwide Device Vulnerability and Exposure Management Market Shares, doc #US53903826, August 2026.
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TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except per share data)2026202520262025
Revenue$276,387 $252,440 $806,953 $738,872 
Cost of revenue(1)
61,332 56,753 178,334 163,647 
Gross profit215,055 195,687 628,619 575,225 
Operating expenses:
Sales and marketing(1)
102,913 99,949 315,771 310,222 
Research and development(1)
62,145 56,265 174,905 168,724 
General and administrative(1)
33,141 32,337 96,874 114,302 
Restructuring147 — 3,229 — 
Total operating expenses198,346 188,551 590,779 593,248 
Income (loss) from operations16,709 7,136 37,840 (18,023)
Interest income2,573 3,590 7,925 12,597 
Interest expense(8,270)(7,213)(21,118)(21,363)
Other expense, net(248)(703)(1,860)(204)
Income (loss) before income taxes10,764 2,810 22,787 (26,993)
(Benefit) provision for income taxes(535)550 6,269 8,388 
Net income (loss)$11,299 $2,260 $16,518 $(35,381)
Net earnings (loss) per share:
Basic$0.10 $0.02 $0.15 $(0.29)
Diluted$0.10 $0.02 $0.14 $(0.29)
Weighted-average shares used to compute net earnings (loss) per share:
Basic108,974 120,483 111,846 120,516 
Diluted115,970 121,953 115,785 120,516 
_______________
(1)    Includes stock-based compensation as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Cost of revenue$3,378 $3,495 $10,218 $10,270 
Sales and marketing17,935 17,051 53,276 51,499 
Research and development18,837 14,174 45,852 42,441 
General and administrative(2)
11,067 10,162 32,074 43,101 
Total stock-based compensation$51,217 $44,882 $141,420 $147,311 
_______________
(2)    Stock-based compensation in the nine months ended September 30, 2025 includes $14.6 million of expense related to the accelerated vesting of equity awards for our former Chairman and Chief Executive Officer.
5


TENABLE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2026December 31, 2025
(in thousands, except per share data)(unaudited)
Assets
Current assets:
Cash and cash equivalents$317,401 $187,762 
Short-term investments177,860 214,419 
Accounts receivable (net of allowance for doubtful accounts of $386 and $656 at September 30, 2026 and December 31, 2025, respectively)211,019 279,150 
Deferred commissions50,559 52,914 
Prepaid expenses and other current assets55,343 39,339 
Total current assets812,182 773,584 
Property and equipment, net50,488 40,062 
Deferred commissions (net of current portion)64,589 71,715 
Operating lease right-of-use assets39,967 35,558 
Acquired intangible assets, net94,949 115,296 
Goodwill697,886 697,886 
Other assets12,951 13,566 
Total assets$1,773,012 $1,747,667 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses$26,585 $21,889 
Accrued compensation55,621 69,166 
Deferred revenue685,375 706,866 
Operating lease liabilities9,302 9,596 
Other current liabilities2,033 5,432 
Total current liabilities778,916 812,949 
Deferred revenue (net of current portion)178,048 192,410 
Convertible senior notes, net779,016 — 
Term loan, net of issuance costs (net of current portion)— 354,209 
Operating lease liabilities (net of current portion)52,774 50,877 
Other liabilities10,730 10,846 
Total liabilities1,799,484 1,421,291 
Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized; 133,597 and 129,046 shares issued at September 30, 2026 and December 31, 2025, respectively)1,336 1,290 
Additional paid-in capital1,682,036 1,586,727 
Treasury stock (at cost: 28,737 and 10,596 shares at September 30, 2026 and December 31, 2025, respectively)(828,270)(364,574)
Accumulated other comprehensive (loss) income(638)387 
Accumulated deficit(880,936)(897,454)
Total stockholders’ (deficit) equity(26,472)326,376 
Total liabilities and stockholders’ (deficit) equity$1,773,012 $1,747,667 
6


TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended September 30,
(in thousands)20262025
Cash flows from operating activities:
Net income (loss)$16,518 $(35,381)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization31,090 31,817 
Stock-based compensation141,420 147,311 
Net accretion of discounts and amortization of premiums on short-term investments(1,182)(2,568)
Loss on extinguishment of debt2,415 — 
Other4,283 3,880 
Changes in operating assets and liabilities:
Accounts receivable68,401 59,733 
Prepaid expenses and other assets(7,392)16,877 
Accounts payable, accrued expenses and accrued compensation(12,058)(9,795)
Deferred revenue(35,853)(30,413)
Other current and noncurrent liabilities(2,439)2,259 
Net cash provided by operating activities205,203 183,720 
Cash flows from investing activities:
Purchases of property and equipment(7,464)(11,768)
Capitalized software development costs(11,712)(2,676)
Purchases of short-term investments(127,746)(116,687)
Sales and maturities of short-term investments164,461 156,171 
Proceeds from other investments— 852 
Purchases of other investments(300)— 
Business combinations, net of cash acquired— (196,182)
Net cash provided by (used in) investing activities17,239 (170,290)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes800,000 — 
Payment of issuance costs of convertible senior notes(21,154)— 
Purchase of capped calls(64,080)— 
Payments on term loan(360,000)(2,813)
Proceeds from stock issued in connection with the employee stock purchase plan13,084 15,482 
Proceeds from the exercise of stock options3,527 2,420 
Payments for taxes related to net share settlement of equity awards(8,465)(1,329)
Purchase of treasury stock(454,038)(184,968)
Net cash used in financing activities(91,126)(171,208)
Effect of exchange rate changes on cash and cash equivalents and restricted cash(1,677)983 
Net increase (decrease) in cash and cash equivalents and restricted cash129,639 (156,795)
Cash and cash equivalents and restricted cash at beginning of period187,762 328,647 
Cash and cash equivalents and restricted cash at end of period$317,401 $171,852 

7


TENABLE HOLDINGS, INC.
REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
RevenueThree Months Ended September 30,Nine Months Ended September 30,
(in thousands)2026202520262025
Subscription revenue$254,600 $232,211 $746,014 $680,685 
Perpetual license and maintenance revenue9,713 11,088 29,737 34,051 
Professional services and other revenue12,074 9,141 31,202 24,136 
Revenue(1)
$276,387 $252,440 $806,953 $738,872 
_______________
(1)    Recurring revenue, which includes revenue from subscription arrangements for software (both recognized ratably over the subscription term and upon delivery) and cloud-based solutions and maintenance associated with perpetual licenses, represented 95% of revenue in the three and nine months ended September 30, 2026 and 95% and 96%, respectively, of revenue in the three and nine months ended September 30, 2025.
Remaining Performance ObligationsSeptember 30,Change
(in thousands)20262025%
Remaining performance obligations, short-term$747,222 $669,015 11.7 %
Remaining performance obligations, long-term315,822 259,849 21.5 %
Remaining performance obligations$1,063,044 $928,864 14.4 %
Free Cash Flow and Unlevered Free Cash FlowThree Months Ended September 30,Nine Months Ended September 30,
(in thousands)2026202520262025
Net cash provided by operating activities$72,516 $53,850 $205,203 $183,720 
Purchases of property and equipment(3,504)(867)(7,464)(11,768)
Capitalized software development costs(4,789)(1,353)(11,712)(2,676)
Free cash flow(1)
64,223 51,630 186,027 169,276 
Cash paid for interest and other financing costs5,176 6,854 17,292 20,287 
Unlevered free cash flow(1)
$69,399 $58,484 $203,319 $189,563 
________________
(1)    Free cash flow and unlevered free cash flow for the periods presented were impacted by:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2026202520262025
Employee stock purchase plan activity$365 $(4,824)$(917)$(5,314)
Acquisition-related expenses— (311)(157)(5,130)
Restructuring(2,055)— (5,053)— 
8


Non-GAAP Income from Operations and Non-GAAP Operating MarginThree Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2026202520262025
Income (loss) from operations$16,709 $7,136 $37,840 $(18,023)
Stock-based compensation51,217 44,882 141,420 147,311 
Acquisition-related expenses33 113 90 6,815 
Restructuring147 — 3,229 — 
Amortization of acquired intangible assets6,782 6,782 20,347 19,183 
Non-GAAP income from operations$74,888 $58,913 $202,926 $155,286 
Operating margin6.0 %2.8 %4.7 %(2.4)%
Non-GAAP operating margin27.1 %23.3 %25.1 %21.0 %
Non-GAAP Net Income and Non-GAAP Earnings Per ShareThree Months Ended September 30,Nine Months Ended September 30,
(in thousands, except per share data)2026202520262025
Net income (loss)$11,299 $2,260 $16,518 $(35,381)
Stock-based compensation51,217 44,882 141,420 147,311 
Tax impact of stock-based compensation(1)
832 (2,552)2,235 (656)
Acquisition-related expenses(2)
33 113 90 6,815 
Restructuring(2)
147 — 3,229 — 
Loss on extinguishment of debt(2)
2,637 — 2,637 — 
Amortization of acquired intangible assets(2)
6,782 6,782 20,347 19,183 
Tax impact of acquisitions(35)(47)(64)(147)
Non-GAAP net income$72,912 $51,438 $186,412 $137,125 
Net earnings (loss) per share, diluted$0.10 $0.02 $0.14 $(0.29)
Stock-based compensation0.44 0.37 1.22 1.22 
Tax impact of stock-based compensation(1)
0.01 (0.02)0.02 (0.01)
Acquisition-related expenses(2)
— — — 0.06 
Restructuring(2)
— — 0.03 — 
Loss on extinguishment of debt(2)
0.02 — 0.02 — 
Amortization of acquired intangible assets(2)
0.06 0.05 0.18 0.16 
Tax impact of acquisitions— — — — 
Adjustment to diluted earnings per share(3)
— — — (0.03)
Non-GAAP earnings per share, diluted$0.63 $0.42 $1.61 $1.11 
Weighted-average shares used to compute GAAP net earnings (loss) per share, diluted115,970121,953115,785120,516
Weighted-average shares used to compute non-GAAP earnings per share, diluted115,970121,953115,785122,995
________________
(1)    The tax impact of stock-based compensation is based on the tax treatment for the applicable tax jurisdictions.
(2)    The tax impact of acquisition-related expenses, restructuring, loss on extinguishment of debt and the amortization of acquired intangible assets are not material.
(3)    An adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.
9


Non-GAAP Gross Profit and Non-GAAP Gross MarginThree Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2026202520262025
Gross profit$215,055 $195,687 $628,619 $575,225 
Stock-based compensation3,378 3,495 10,218 10,270 
Amortization of acquired intangible assets6,782 6,782 20,347 19,183 
Non-GAAP gross profit$225,215 $205,964 $659,184 $604,678 
Gross margin77.8 %77.5 %77.9 %77.9 %
Non-GAAP gross margin81.5 %81.6 %81.7 %81.8 %
Non-GAAP Sales and Marketing ExpenseThree Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2026202520262025
Sales and marketing expense$102,913 $99,949 $315,771 $310,222 
Less: Stock-based compensation17,935 17,051 53,276 51,499 
Less: Acquisition-related expenses— 8 — 1,320 
Non-GAAP sales and marketing expense$84,978 $82,890 $262,495 $257,403 
Non-GAAP sales and marketing expense % of revenue30.7 %32.8 %32.5 %34.8 %
Non-GAAP Research and Development ExpenseThree Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2026202520262025
Research and development expense$62,145 $56,265 $174,905 $168,724 
Less: Stock-based compensation18,837 14,174 45,852 42,441 
Less: Acquisition-related expenses— 3 — 1,774 
Non-GAAP research and development expense$43,308 $42,088 $129,053 $124,509 
Non-GAAP research and development expense % of revenue15.7 %16.7 %16.0 %16.9 %
Non-GAAP General and Administrative ExpenseThree Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2026202520262025
General and administrative expense$33,141 $32,337 $96,874 $114,302 
Less: Stock-based compensation11,067 10,162 32,074 43,101 
Less: Acquisition-related expenses33 102 90 3,721 
Non-GAAP general and administrative expense$22,041 $22,073 $64,710 $67,480 
Non-GAAP general and administrative expense % of revenue8.0 %8.7 %8.0 %9.1 %
The following adjustments to reconcile forecasted non-GAAP income from operations, non-GAAP net income, non-GAAP earnings per share, free cash flow and unlevered free cash flow are subject to a number of uncertainties and
10


assumptions, each of which are inherently difficult to forecast. As a result, actual adjustments and GAAP results may differ materially.
Forecasted Non-GAAP Income from OperationsThree Months Ending
 December 31, 2026
Year Ending
December 31, 2026
(in millions)LowHighLowHigh
Forecasted income from operations$16.1 $19.1 $54.0 $57.0 
Forecasted stock-based compensation43.9 43.9 185.3 185.3 
Forecasted acquisition-related expenses— — 0.1 0.1 
Forecasted restructuring0.5 0.5 3.7 3.7 
Forecasted amortization of acquired intangible assets6.6 6.6 26.9 26.9 
Forecasted non-GAAP income from operations$67.1 $70.1 $270.0 $273.0 
Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per ShareThree Months Ending
 December 31, 2026
Year Ending
December 31, 2026
(in millions, except per share data)LowHighLowHigh
Forecasted net income(1)
$10.8 $13.8 $27.4 $30.4 
Forecasted stock-based compensation43.9 43.9 185.3 185.3 
Forecasted tax impact of stock-based compensation1.8 1.8 4.1 4.1 
Forecasted acquisition-related expenses— — 0.1 0.1 
Forecasted restructuring0.5 0.5 3.7 3.7 
Forecasted loss on extinguishment of debt— — 2.6 2.6 
Forecasted amortization of acquired intangible assets6.6 6.6 26.9 26.9 
Forecasted tax impact of acquisitions— — (0.1)(0.1)
Forecasted non-GAAP net income$63.6 $66.6 $250.0 $253.0 
Forecasted net earnings per share, diluted(1)
$0.09 $0.12 $0.24 $0.26 
Forecasted stock-based compensation0.39 0.38 1.60 1.60 
Forecasted tax impact of stock-based compensation0.02 0.02 0.04 0.05 
Forecasted acquisition-related expenses— — — — 
Forecasted restructuring— — 0.03 0.03 
Forecasted loss on extinguishment of debt— — 0.02 0.02 
Forecasted amortization of acquired intangible assets0.06 0.06 0.23 0.23 
Forecasted tax impact of acquisitions— — — — 
Forecasted non-GAAP earnings per share, diluted$0.56 $0.58 $2.16 $2.19 
Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted
114.0114.0115.5115.5
________________
(1)    The forecasted GAAP net income assumes income tax expense of $6.4 million and $12.7 million in the three months and year ending December 31, 2026, respectively.
Forecasted Non-GAAP Interest ExpenseThree Months Ending
 December 31, 2026
Year Ending
December 31, 2026
(in millions)
Forecasted interest expense$1.9 $23.0 
Forecasted loss on extinguishment of debt— (2.6)
Forecasted non-GAAP interest expense$1.9 $20.4 
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Forecasted Free Cash Flow and Unlevered Free Cash FlowYear Ending
December 31, 2026
(in millions)LowHigh
Forecasted net cash provided by operating activities$297.6 $303.6 
Forecasted purchases of property and equipment(10.5)(10.5)
Forecasted capitalized software development costs(15.4)(15.4)
Forecasted free cash flow271.7 277.7 
Forecasted cash paid for interest and other financing costs 17.3 17.3 
Forecasted unlevered free cash flow$289.0 $295.0 
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