Tenable (NASDAQ: TENB) boosts $150M buyback alongside 2025 results

Rhea-AI Filing Summary

Tenable Holdings, Inc. filed a current report describing recent financial updates and capital return plans. The company reported financial results for the quarter and full year ended December 31, 2025 through a press release furnished as an exhibit.

The Board of Directors approved an increase to the existing share repurchase program of up to an additional $150 million on January 15, 2026. Repurchases may occur in the open market, through privately negotiated transactions, or other methods permitted under Securities and Exchange Commission rules.

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Equity & capital allocation analyst

Tenable adds a $150M buyback authorization alongside 2025 results.

Tenable Holdings, Inc. reported its quarter and full-year 2025 results via an attached press release and disclosed that the Board approved up to an additional $150 million for its existing share repurchase program on January 15, 2026.

This authorization gives the company flexibility to return capital through open-market purchases, privately negotiated transactions, or other methods consistent with SEC rules. Actual impact depends on how much of the authorization is used, the timing, and the prevailing share price when repurchases occur.

The press release titled “Tenable Announces Fourth Quarter and Full Year 2025 Financial Results” is furnished, not filed, which limits certain liability and incorporation effects. Subsequent disclosures will show the pace and scale of any buybacks executed under this expanded program.

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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): February 4, 2026

__________________

TENABLE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

__________________

Delaware			001-38600			47-5580846
(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			TENB			The 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 February 4, 2026, Tenable Holdings, Inc. (the "Company") reported financial results for the quarter and full year ended December 31, 2025. 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 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 8.01    Other Events.

On January 15, 2026, the Company's Board of Directors approved an increase to the Company's existing share repurchase program of up to an additional $150 million, which is also announced in the press release furnished as Exhibit 99.1 to this report. Repurchases under the share repurchase program may be made in the open market, in privately negotiated transactions or in such other manner as determined by the Company, including through repurchase plans complying with the rules and regulations of the Securities and Exchange Commission.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits

Exhibit Number						Description
99.1						Press release — "Tenable Announces Fourth Quarter and Full Year 2025 Financial Results"
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						The cover page from Tenable's 8-K filed on February 4, 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 thereunto duly authorized.

						TENABLE HOLDINGS, INC.
Date:			February 4, 2026			By:			/s/ Michelle VonderHaar
									Michelle VonderHaar
									Chief Legal Officer and Corporate Secretary

FAQ

What did Tenable Holdings (TENB) announce in this 8-K filing?

Tenable Holdings announced its financial results for the quarter and full year ended December 31, 2025, via a furnished press release. The filing also disclosed a Board-approved increase of up to an additional $150 million to the company’s existing share repurchase program.

How much did Tenable (TENB) increase its share repurchase program by?

The Board of Tenable Holdings approved an increase to its existing share repurchase program of up to an additional $150 million. This amount expands the company’s authorization to repurchase its common stock using various transaction methods permitted under securities regulations.

When did Tenable’s Board approve the additional $150 million buyback authorization?

Tenable Holdings’ Board of Directors approved the additional $150 million share repurchase authorization on January 15, 2026. This timing precedes the February 4, 2026 report of the company’s fourth quarter and full year 2025 financial results.

How can Tenable (TENB) execute repurchases under the expanded buyback program?

Tenable may conduct repurchases under its expanded program in the open market, through privately negotiated transactions, or in other ways the company determines. These transactions must comply with applicable rules and regulations of the Securities and Exchange Commission.

Are Tenable’s 2025 financial results part of this 8-K or in a separate document?

The 2025 financial results are provided in a separate press release titled “Tenable Announces Fourth Quarter and Full Year 2025 Financial Results”. That press release is furnished as Exhibit 99.1 and incorporated by reference into this report.

Is the Tenable 2025 earnings press release considered filed with the SEC?

No. The 2025 earnings press release furnished as Exhibit 99.1 is explicitly stated as furnished and not filed. This means it is not subject to certain liability provisions and is not automatically incorporated into other SEC filings.