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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): September 10, 2026
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TENABLE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
__________________
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| 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:
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| 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 1.01 Entry into a Material Definitive Agreement.
Indenture and Notes
On September 15, 2026, Tenable Holdings, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $800,000,000 aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $75,000,000 principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 15, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.
The Notes are general senior unsecured obligations of the Company and will mature on September 15, 2031, unless earlier converted, redeemed or repurchased. The Notes will bear interest at a rate of 0.25% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027. Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding June 15, 2031 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, par value $0.01 per share (the “common stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 150% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called, in the case of an optional redemption (as defined below)) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after June 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company 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 common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted, in the manner and subject to the terms and conditions provided in the Indenture.
The conversion rate for the Notes will initially be 22.3005 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $44.84 per share of common stock). The initial conversion price of the Notes represents a premium of approximately 40% over the last reported sale price of $32.03 per share of the common stock on The Nasdaq Global Select Market on September 10, 2026. The conversion rate for the Notes is subject to adjustment in some events in accordance with the terms of the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period (as set forth in the Indenture), as the case may be.
The Company may not redeem the Notes prior to September 20, 2029, except in the event of a cleanup redemption (as defined below). The Company may redeem for cash all or any portion of the Notes (subject to certain limitations described in the Indenture), 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 the common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of redemption (such redemption, an “optional redemption”). In addition, subject to certain conditions described in the Indenture, the Company may redeem for cash all, but not less than all, of the Notes at any time before the 31st scheduled trading day immediately prior to the maturity date if the aggregate principal amount of the Notes that remains outstanding at such time is less than $80,000,000 (such redemption, a “cleanup redemption”). The redemption price for any optional redemption or cleanup redemption will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the relevant redemption date. No sinking fund is provided for the Notes.
If the Company undergoes a “fundamental change” (as defined in the Indenture), then, subject to certain conditions and except as described in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date.
The Indenture includes customary covenants and sets forth certain events of default. The following events are considered “events of default” under the Indenture:
•default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days;
•default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon cleanup redemption, upon any required repurchase, upon declaration of acceleration or otherwise;
•failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, and such failure continues for three business days;
•failure by the Company to give (i) a fundamental change notice or notice of a make-whole fundamental change, in either case when due and such failure continues for five business days, or (ii) notice of a specified corporate transaction when due and such failure continues for three business days;
•failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets;
•failure by the Company to comply with any of the other agreements in the Notes or the Indenture for 60 days after receipt of written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;
•default by the Company or any of its significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $75,000,000 (or its foreign currency equivalent), in the aggregate of the Company and/or any of the Company’s significant subsidiaries, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days after written notice to the Company by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and
•certain events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries.
If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, on, all of the Notes then outstanding shall automatically become due and payable. If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, the trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the trustee, may, declare 100% of the principal of and accrued and unpaid interest, if any, on all the outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to the Company’s failure to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes.
The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined in the Indenture) (such qualified successor entity, the “successor entity”) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such business combination event, no default or event of default has occurred and is continuing under the Indenture.
A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
Capped Call Transactions
On September 10, 2026, in connection with the pricing of the Notes, and on September 14, 2026, in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions, pursuant to capped call confirmations in substantially the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference (and this description is qualified in its entirety by reference to such document). The capped call transactions cover, subject to customary adjustments substantially similar to those applicable to the Notes, the number of shares of the common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to the common stock upon any conversion of the Notes and/or offset any cash payments the Company 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 based on a cap price initially equal to $64.06 per share (which represents a premium of 100% over the last reported sale price of the common stock of $32.03 per share on The Nasdaq Global Select Market on September 10, 2026), and is subject to certain adjustments under the terms of the capped call transactions.
Proceeds
The Company’s net proceeds from the Offering were approximately $778.8 million after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company used the net proceeds from the Offering (i) to pay the approximately $64.1 million cost of the capped call transactions described above, (ii) to repurchase approximately $170.5 million of its common stock concurrently with the pricing of the Notes in privately negotiated transactions effected with or through one of the initial purchasers of the Notes or its affiliate and (iii) to pay the cost of repaying in full the term loans under its credit agreement, dated July 7, 2021, as amended, by and among the Company, Tenable, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the lenders from time to time thereto (the “Credit Agreement”). The Company expects to use the remaining net proceeds for general corporate purposes, which may include additional share repurchases, acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, capital expenditures and general and administrative expenses. The Credit Agreement was terminated effective September 15, 2026.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated September 10, 2026 by and among the Company and the representatives of the initial purchasers.
The Notes and the shares of common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to file a registration statement for the resale of the Notes or any shares of common stock issuable upon conversion of the Notes.
Based on the initial conversion rate, the Notes are convertible into 17,840,400 shares of common stock and, in limited circumstances, are convertible into a maximum of 24,976,560 shares of common stock. The Notes are subject to customary anti-dilution adjustment provisions. To the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock.
Item 8.01 Other Events.
Press Releases
On September 10, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On September 10, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking Statements
Any statements made in this Current Report on Form 8-K that are not based on historical fact are forward looking statements, including statements concerning capped call transactions, including the potential dilution reduction, the conversion of the Notes, the anticipated use of proceeds from the Offering including the repayment of the term loans under the Company’s Credit Agreement. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “seek,” “plan,” “project,” “target,” “looking ahead,” “look to,” “move into,” and similar expressions are intended to identify forward-looking statements. Any forward-looking statements made in this Current Report on Form 8-K represent management’s best judgment as to what may occur in the future. However, the Company’s actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions (“Future Factors”), and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section “Risk Factors” included in the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2025, in the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit Number | | Description |
| 4.1 | | Indenture, dated as of September 15, 2026, by and between Tenable Holdings, Inc. and U.S. Bank Trust Company, National Association, as Trustee |
| 4.2 | | Form of Global Note, representing Tenable Holdings, Inc.’s 0.25% Convertible Senior Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1) |
| 10.1 | | Form of Confirmation for Capped Call Transactions |
| 99.1 | | Press release titled “Tenable Holdings, Inc. Announces Proposed Private Placement of $650.0 Million of Convertible Senior Notes,” dated September 10, 2026 |
| 99.2 | | Press release titled “Tenable Holdings, Inc. Announces Pricing of Upsized $725.0 Million Offering of Convertible Senior Notes,” dated September 10, 2026 |
| 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 September 15, 2026, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | TENABLE HOLDINGS, INC. |
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| Date: | September 15, 2026 | By: | /s/ Michelle VonderHaar |
| | | Michelle VonderHaar |
| | | Chief Legal Officer and Corporate Secretary |
Tenable Holdings, Inc. Announces Proposed Private Placement of $650.0 Million of Convertible Senior Notes
COLUMBIA, Md., Sept. 10, 2026 (GLOBE NEWSWIRE) -- Tenable Holdings, Inc. (Nasdaq: TENB) (“Tenable”), the exposure management company, today announced that it intends to offer, subject to market conditions and other factors, $650.0 million aggregate principal amount of Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”) only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Tenable also intends to grant the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $65.0 million aggregate principal amount of the notes.
The notes will be general senior unsecured obligations of Tenable and will accrue interest payable semiannually in arrears. 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 interest rate, initial conversion rate and other terms of the notes will be determined at the time of the pricing of the notes.
Tenable expects to use the net proceeds from the offering (i) to pay the cost of the privately negotiated capped call transactions described below, (ii) to repurchase up to $200.0 million of shares of Tenable’s common stock concurrently with the pricing of the notes as described below, (iii) to repay in full the term loans under Tenable’s senior secured credit facility (the “credit facility”), and (iv) for general corporate purposes, which may include additional share repurchases, acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, capital expenditures and general and administrative expenses. Following the closing of the offering, Tenable intends to enter into a new senior secured revolving credit facility. However, there is no assurance as to the terms of such facility or that Tenable will ultimately enter into such an arrangement. 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 remainder to be used for general corporate purposes.
In connection with the pricing of the notes, Tenable expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of Tenable’s common stock that will initially underlie 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.
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 up to $200.0 million of the net proceeds from the offering to repurchase shares of its common stock concurrently with the pricing of the notes in privately negotiated transactions effected with or through one of the initial purchasers of the notes or its affiliate. These repurchases could increase (or reduce the size of any decrease in) the market price of Tenable’s common stock or the notes prior to, concurrently with or shortly after the pricing of the notes and could result in a higher effective conversion price for the notes. Tenable expects the purchase price per share in such transactions to equal the last reported sale price per share of Tenable’s common stock on The Nasdaq Global Select Market on the date of the pricing of the notes. Tenable may also conduct further repurchases of its common stock after the offering is completed pursuant to its previously authorized share repurchase program.
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 and the grant of the option to the initial purchasers. 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
Tenable Holdings, Inc. Announces Pricing of Upsized $725.0 Million Offering of Convertible Senior Notes
COLUMBIA, Md., Sept. 10, 2026 (GLOBE NEWSWIRE) -- Tenable Holdings, Inc. (Nasdaq: TENB) (“Tenable”), the exposure management company, announced today the pricing of $725.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”) only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering size of $650.0 million aggregate principal amount of the notes. Tenable has also granted the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $75.0 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to close on September 15, 2026, subject to customary closing conditions.
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 0.25% per year. The notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased.
Tenable estimates that the net proceeds from the offering will be approximately $705.6 million (or approximately $778.8 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and estimated offering expenses. Tenable expects to use the net proceeds from the offering (i) to pay the approximately $58.1 million cost of the capped call transactions described below, (ii) to repurchase approximately $170.5 million of its common stock concurrently with the pricing of the notes as described below, (iii) to pay the cost of repaying in full the term loans under Tenable’s senior secured credit facility (the “credit facility”) and (iv) for general corporate purposes, which may include additional share repurchases, acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, capital expenditures and general and administrative expenses. 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 remainder to be used for general corporate purposes.
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 $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $44.84 per share of Tenable’s common stock). The initial conversion price represents a premium of approximately 40.0% over the last reported sale price of $32.03 per share of Tenable’s common stock on September 10, 2026. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if Tenable delivers a notice of redemption, it will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period, as the case may be.
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 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Tenable provides the related notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, subject to certain conditions, Tenable may redeem for cash all, but not less than all, of the notes at any time before the 31st scheduled trading day immediately prior to the maturity date if the aggregate principal amount of the notes that remains outstanding at such time is less than $80.0 million at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
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 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
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 $64.06, which represents a premium of 100.0% over the last reported sale price of Tenable’s common stock on the Nasdaq Global Select Market on September 10, 2026, and is subject to certain adjustments under the terms of the capped call transactions.
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 $170.5 million of the net proceeds from the offering to repurchase approximately 5.3 million shares of its common stock concurrently with the pricing of the notes in privately
negotiated transactions effected with or through one of the initial purchasers of the notes or its affiliate at a purchase price per share equal to the last reported sale price of Tenable’s common stock on the Nasdaq Global Select Market on September 10, 2026. These repurchases could increase (or reduce the size of any decrease in) the market price of Tenable’s common stock or the notes prior to, concurrently with or shortly after the pricing of the notes and could have resulted in a higher effective conversion price for the notes. Tenable may also conduct further repurchases of its common stock after the offering is completed pursuant to its previously authorized share repurchase program.
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
