Form 8-K

8-K — Tenable Holdings, Inc.

Accession: 0001660280-26-000020

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001660280

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tenb-20260429.htm (Primary)

EX-99.1 (q12026financialresults-ear.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tenb-20260429.htm · Sequence: 1

tenb-20260429

0001660280false00016602802026-04-292026-04-29

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): April 29, 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 April 29, 2026, Tenable Holdings, Inc. (the "Company") reported financial results for the quarter ended March 31, 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 Number Description

99.1

Press release — "Tenable Announces First Quarter 2026 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 April 29, 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: April 29, 2026 By: /s/ Michelle VonderHaar

Michelle VonderHaar

Chief Legal Officer and Corporate Secretary

EX-99.1

Filename: q12026financialresults-ear.htm · Sequence: 2

Document

Tenable Announces First Quarter 2026 Financial Results

Tenable Exceeds Q1 Revenue and Profit Expectations, Raises Full-Year Outlook

•Revenue of $262.1 million, year-over-year growth of 9.6%

•GAAP operating margin of 3.3%; Non-GAAP operating margin of 23.6%, year-over-year increase of 320 basis points

•Net cash provided by operating activities of $88.0 million; Unlevered free cash flow of $88.6 million

COLUMBIA, Maryland, April 29, 2026 — Tenable Holdings, Inc. ("Tenable") (Nasdaq: TENB), the exposure management company, today announced financial results for the quarter ended March 31, 2026.

"We delivered better-than-expected results in Q1, driven by the strong adoption of Tenable One and the growing market realization that exposure management is essential in an AI-accelerated threat landscape," said Steve Vintz, Co-CEO of Tenable. "The introduction of Hexa AI further positions Tenable as a leader in helping organizations move from reactive response to coordinated machine-speed risk reduction."

"There is a heightened level of urgency across our customers who are looking to prepare for the significant increase of threats and vulnerabilities that AI models will introduce," said Mark Thurmond, Co-CEO of Tenable. "As the cybersecurity landscape shifts at an unprecedented pace, customers are reaching out to us to help them navigate this environment."

First Quarter 2026 Financial Highlights

•Revenue was $262.1 million, a 9.6% increase year-over-year

•GAAP income from operations was $8.8 million, compared to a loss of $17.7 million in the first quarter of 2025

•GAAP operating margin was 3.3%, compared to (7.4)% in the first quarter of 2025

•Non-GAAP income from operations was $61.9 million, compared to $48.7 million in the first quarter of 2025

•Non-GAAP operating margin was 23.6%, compared to 20.4% in the first quarter of 2025

•GAAP net income was $1.4 million, compared to a loss of $22.9 million in the first quarter of 2025

•GAAP net earnings per share was $0.01, compared to a net loss of $0.19 per share in the first quarter of 2025

•Non-GAAP net income was $55.6 million, compared to $44.3 million in the first quarter of 2025

•Non-GAAP diluted earnings per share was $0.47, compared to $0.36 in the first quarter of 2025

•Net cash provided by operating activities was $88.0 million, compared to $87.4 million in the first quarter of 2025

•Unlevered free cash flow was $88.6 million, compared to $86.8 million in the first quarter of 2025

•Repurchased 6.1 million shares of our common stock for $130.0 million

Recent Business Highlights

•Added 406 new enterprise platform customers and 43 net new six-figure customers

•Introduced Tenable Hexa AI, an agentic AI engine that automates security workflows and turns exposure intelligence into action at machine speed

•Recognized as the "Company to Beat” for AI-powered exposure assessment in a 2026 Gartner® report(1)

•Named a Challenger in the 2026 Gartner® Magic Quadrant™ for CPS Protection Platforms, recognizing Tenable’s ability to secure cyber-physical systems across critical infrastructure and industrial operations(2)

•Announced our upcoming investor day on May 21, 2026, where we will discuss our exposure management leadership position, AI strategy, platform innovation roadmap, market opportunity and long-term financial targets

•Released new research identifying a growing “AI Exposure Gap” fueled by supply chain risks and a lack of identity controls

Financial Outlook

For the second quarter of 2026, we currently expect:

•Revenue in the range of $263.0 million to $266.0 million

•Non-GAAP income from operations in the range of $61.0 million to $64.0 million

•Non-GAAP net income in the range of $53.0 million to $56.0 million, assuming interest expense of $6.5 million, interest income of $2.3 million and a provision for income taxes of $3.5 million

•Non-GAAP diluted earnings per share in the range of $0.46 to $0.48

•116.0 million diluted weighted average shares outstanding

For the year ending December 31, 2026, we currently expect:

•Revenue in the range of $1.068 billion to $1.078 billion

•Non-GAAP income from operations in the range of $252.0 million to $262.0 million

•Non-GAAP net income in the range of $222.0 million to $232.0 million, assuming interest expense of $25.8 million, interest income of $10.4 million and a provision for income taxes of $13.3 million

•Non-GAAP diluted earnings per share in the range of $1.90 to $1.98

•117.0 million diluted weighted average shares outstanding

•Unlevered free cash flow in the range of $285.0 million to $295.0 million

Conference Call Information

Tenable will host a conference call on April 29, 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, our platform's ability to help our customer base prepare for the significant increase of threats and vulnerabilities associated with the use of artificial intelligence technologies, our ability to accelerate global market opportunities for AI Exposure Management, 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,” “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 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 as well as deferred income tax benefits recognized in connection with acquisitions. We use non-GAAP net income to calculate non-GAAP earnings per share.

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) Source: Gartner, “AI Vendor Race: Tenable Is the Company to Beat for AI-Powered Exposure Assessment,” by Elizabeth Kim, Isy Bangurah, Mitchell Schneider, February 19, 2026

(2) Gartner, “Magic Quadrant for CPS Protection Platforms,” by Katell Thielemann, Ruggero Contu, Wam Voster, Sumit Rajput, March 3, 2026

Gartner Disclaimer

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 earnings press release) and the opinions expressed in the Gartner Content are subject to change without notice.

Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner's research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

GARTNER is a registered trademark and service mark of Gartner, Inc. and/or its affiliates in the U.S. and internationally, and MAGIC QUADRANT is a registered trademark of Gartner, Inc. And/or its affiliates and are used herein with permission. All rights reserved.

TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three Months Ended March 31,

(in thousands, except per share data) 2026 2025

Revenue $ 262,058 $ 239,137

Cost of revenue(1)

56,669 52,460

Gross profit 205,389 186,677

Operating expenses:

Sales and marketing(1)

106,989 103,182

Research and development(1)

55,761 53,223

General and administrative(1)

31,445 47,983

Restructuring 2,431 —

Total operating expenses 196,626 204,388

Income (loss) from operations 8,763 (17,711)

Interest income 3,040 4,927

Interest expense (6,412) (7,011)

Other (expense) income, net (304) 474

Income (loss) before income taxes 5,087 (19,321)

Provision for income taxes 3,673 3,614

Net income (loss) $ 1,414 $ (22,935)

Net earnings (loss) per share:

Basic $ 0.01 $ (0.19)

Diluted $ 0.01 $ (0.19)

Weighted-average shares used to compute net earnings (loss) per share:

Basic 115,897 120,083

Diluted 117,691 120,083

_______________

(1) Includes stock-based compensation as follows:

Three Months Ended March 31,

2026 2025

Cost of revenue $ 3,275 $ 3,315

Sales and marketing 17,473 16,630

Research and development 13,029 12,967

General and administrative(2)

10,077 22,991

Total stock-based compensation $ 43,854 $ 55,903

_______________

(2) Stock-based compensation in the three months ended March 31, 2025 includes $14.6 million of expense related to the accelerated vesting of equity awards for our former Chairman and Chief Executive Officer.

TENABLE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

March 31, 2026 December 31, 2025

(in thousands, except per share data) (unaudited)

Assets

Current assets:

Cash and cash equivalents $ 139,190 $ 187,762

Short-term investments

221,071 214,419

Accounts receivable (net of allowance for doubtful accounts of $794 and $656 at March 31, 2026 and December 31, 2025, respectively)

170,254 279,150

Deferred commissions 51,333 52,914

Prepaid expenses and other current assets 65,358 39,339

Total current assets 647,206 773,584

Property and equipment, net 42,438 40,062

Deferred commissions (net of current portion) 67,180 71,715

Operating lease right-of-use assets 43,818 35,558

Acquired intangible assets, net 108,513 115,296

Goodwill 697,886 697,886

Other assets 13,280 13,566

Total assets $ 1,620,321 $ 1,747,667

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses $ 18,878 $ 21,889

Accrued compensation 50,156 69,166

Deferred revenue 679,987 706,866

Operating lease liabilities 8,041 9,596

Other current liabilities 5,384 5,432

Total current liabilities 762,446 812,949

Deferred revenue (net of current portion) 186,256 192,410

Term loan, net of issuance costs (net of current portion) 353,592 354,209

Operating lease liabilities (net of current portion) 57,688 50,877

Other liabilities 12,119 10,846

Total liabilities 1,372,101 1,421,291

Stockholders’ equity:

Common stock (par value: $0.01; 500,000 shares authorized; 131,255 and 129,046 shares issued at March 31, 2026 and December 31, 2025, respectively)

1,313 1,290

Additional paid-in capital 1,638,765 1,586,727

Treasury stock (at cost: 16,682 and 10,596 shares at March 31, 2026 and December 31, 2025, respectively)

(495,711) (364,574)

Accumulated other comprehensive (loss) income (107) 387

Accumulated deficit (896,040) (897,454)

Total stockholders’ equity 248,220 326,376

Total liabilities and stockholders’ equity $ 1,620,321 $ 1,747,667

TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Three Months Ended March 31,

(in thousands) 2026 2025

Cash flows from operating activities:

Net income (loss) $ 1,414 $ (22,935)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 10,228 9,854

Stock-based compensation 43,854 55,903

Net accretion of discounts and amortization of premiums on short-term investments (469) (1,180)

Other 1,349 1,328

Changes in operating assets and liabilities:

Accounts receivable 108,758 92,968

Prepaid expenses and other assets (17,936) (9,875)

Accounts payable, accrued expenses and accrued compensation (22,663) (8,491)

Deferred revenue (33,033) (32,507)

Other current and noncurrent liabilities (3,531) 2,342

Net cash provided by operating activities 87,971 87,407

Cash flows from investing activities:

Purchases of property and equipment (2,587) (6,553)

Capitalized software development costs (2,745) (624)

Purchases of short-term investments (44,712) (38,445)

Sales and maturities of short-term investments 38,034 61,345

Proceeds from other investments — 664

Purchases of other investments (200) —

Business combinations, net of cash acquired — (148,510)

Net cash used in investing activities (12,210) (132,123)

Cash flows from financing activities:

Payments on term loan (938) (938)

Proceeds from stock issued in connection with the employee stock purchase plan 8,738 9,701

Proceeds from the exercise of stock options 168 347

Payments for taxes related to net share settlement of equity awards (1,463) —

Purchase of treasury stock (130,218) (60,000)

Net cash used in financing activities (123,713) (50,890)

Effect of exchange rate changes on cash and cash equivalents and restricted cash (620) 400

Net decrease in cash and cash equivalents and restricted cash (48,572) (95,206)

Cash and cash equivalents and restricted cash at beginning of period 187,762 328,647

Cash and cash equivalents and restricted cash at end of period $ 139,190 $ 233,441

TENABLE HOLDINGS, INC.

REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(unaudited)

Revenue Three Months Ended March 31,

(in thousands) 2026 2025

Subscription revenue $ 243,153 $ 220,443

Perpetual license and maintenance revenue 10,162 11,552

Professional services and other revenue 8,743 7,142

Revenue(1)

$ 262,058 $ 239,137

_______________

(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 96% of revenue in the three months ended March 31, 2026 and 2025.

Remaining Performance Obligations March 31, Change

(in thousands) 2026 2025 %

Remaining performance obligations, short-term $ 712,864 $ 647,647 10.1 %

Remaining performance obligations, long-term 300,340 234,598 28.0 %

Remaining performance obligations $ 1,013,204 $ 882,245 14.8 %

Free Cash Flow and Unlevered Free Cash Flow Three Months Ended March 31,

(in thousands) 2026 2025

Net cash provided by operating activities $ 87,971 $ 87,407

Purchases of property and equipment (2,587) (6,553)

Capitalized software development costs (2,745) (624)

Free cash flow 82,639 80,230

Cash paid for interest and other financing costs 5,955 6,574

Unlevered free cash flow $ 88,594 $ 86,804

Free cash flow and unlevered free cash flow for the periods presented were impacted by:

Three Months Ended March 31,

(in thousands) 2026 2025

Employee stock purchase plan activity $ (5,885) $ (5,413)

Acquisition-related expenses (157) (3,189)

Restructuring (2,216) —

Non-GAAP Income from Operations and Non-GAAP Operating Margin Three Months Ended March 31,

(dollars in thousands) 2026 2025

Income (loss) from operations $ 8,763 $ (17,711)

Stock-based compensation 43,854 55,903

Acquisition-related expenses 20 4,621

Restructuring 2,431 —

Amortization of acquired intangible assets 6,782 5,864

Non-GAAP income from operations $ 61,850 $ 48,677

Operating margin 3.3 % (7.4) %

Non-GAAP operating margin 23.6 % 20.4 %

Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ended March 31,

(in thousands, except per share data) 2026 2025

Net income (loss) $ 1,414 $ (22,935)

Stock-based compensation 43,854 55,903

Tax impact of stock-based compensation(1)

1,059 855

Acquisition-related expenses(2)

20 4,621

Restructuring(2)

2,431 —

Amortization of acquired intangible assets(2)

6,782 5,864

Tax impact of acquisitions — (58)

Non-GAAP net income $ 55,560 $ 44,250

Net earnings (loss) per share, diluted $ 0.01 $ (0.19)

Stock-based compensation 0.37 0.46

Tax impact of stock-based compensation(1)

0.01 0.01

Acquisition-related expenses(2)

— 0.04

Restructuring(2)

0.02 —

Amortization of acquired intangible assets(2)

0.06 0.05

Tax impact of acquisitions — —

Adjustment to diluted earnings per share(3)

— (0.01)

Non-GAAP earnings per share, diluted $ 0.47 $ 0.36

Weighted-average shares used to compute GAAP net earnings (loss) per share, diluted 117,691 120,083

Weighted-average shares used to compute non-GAAP earnings per share, diluted 117,691 124,152

________________

(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 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.

Non-GAAP Gross Profit and Non-GAAP Gross Margin Three Months Ended March 31,

(dollars in thousands) 2026 2025

Gross profit $ 205,389 $ 186,677

Stock-based compensation 3,275 3,315

Amortization of acquired intangible assets 6,782 5,864

Non-GAAP gross profit $ 215,446 $ 195,856

Gross margin 78.4 % 78.1 %

Non-GAAP gross margin 82.2 % 81.9 %

Non-GAAP Sales and Marketing Expense Three Months Ended March 31,

(dollars in thousands) 2026 2025

Sales and marketing expense $ 106,989 $ 103,182

Less: Stock-based compensation 17,473 16,630

Less: Acquisition-related expenses — 1,054

Non-GAAP sales and marketing expense $ 89,516 $ 85,498

Non-GAAP sales and marketing expense % of revenue 34.2 % 35.8 %

Non-GAAP Research and Development Expense Three Months Ended March 31,

(dollars in thousands) 2026 2025

Research and development expense $ 55,761 $ 53,223

Less: Stock-based compensation 13,029 12,967

Less: Acquisition-related expenses — 1,239

Non-GAAP research and development expense $ 42,732 $ 39,017

Non-GAAP research and development expense % of revenue 16.3 % 16.3 %

Non-GAAP General and Administrative Expense Three Months Ended March 31,

(dollars in thousands) 2026 2025

General and administrative expense $ 31,445 $ 47,983

Less: Stock-based compensation 10,077 22,991

Less: Acquisition-related expenses 20 2,328

Non-GAAP general and administrative expense $ 21,348 $ 22,664

Non-GAAP general and administrative expense % of revenue 8.1 % 9.5 %

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 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 Operations Three Months Ending

June 30, 2026 Year Ending

December 31, 2026

(in millions) Low High Low High

Forecasted income from operations $ 5.5 $ 8.5 $ 37.3 $ 47.3

Forecasted stock-based compensation 46.6 46.6 183.3 183.3

Forecasted restructuring expense 2.1 2.1 4.5 4.5

Forecasted amortization of acquired intangible assets 6.8 6.8 26.9 26.9

Forecasted non-GAAP income from operations $ 61.0 $ 64.0 $ 252.0 $ 262.0

Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ending

June 30, 2026 Year Ending

December 31, 2026

(in millions, except per share data) Low High Low High

Forecasted net (loss) income(1)

$ (3.5) $ (0.5) $ 2.8 $ 12.8

Forecasted stock-based compensation 46.6 46.6 183.3 183.3

Forecasted tax impact of stock-based compensation 1.0 1.0 4.6 4.6

Forecasted restructuring expense 2.1 2.1 4.5 4.5

Forecasted amortization of acquired intangible assets 6.8 6.8 26.9 26.9

Forecasted tax impact of acquisitions — — (0.1) (0.1)

Forecasted non-GAAP net income $ 53.0 $ 56.0 $ 222.0 $ 232.0

Forecasted net (loss) earnings per share, diluted(1)

$ (0.03) $ — $ 0.02 $ 0.11

Forecasted stock-based compensation 0.40 0.39 1.57 1.56

Forecasted tax impact of stock-based compensation 0.01 0.01 0.04 0.04

Forecasted restructuring expense 0.02 0.02 0.04 0.04

Forecasted amortization of acquired intangible assets 0.06 0.06 0.23 0.23

Forecasted tax impact of acquisitions — — — —

Adjustment to diluted earnings per share(2)

— — — —

Forecasted non-GAAP earnings per share, diluted $ 0.46 $ 0.48 $ 1.90 $ 1.98

Forecasted weighted-average shares used to compute GAAP net (loss) earnings per share, diluted 115.0 116.0 117.0 117.0

Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted

116.0 116.0 117.0 117.0

________________

(1) The forecasted GAAP net (loss) income assumes income tax expense of $4.5 million and $17.8 million in the three months ending June 30, 2026 and year ending December 31, 2026, respectively.

(2) Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.

Forecasted Free Cash Flow and Unlevered Free Cash Flow Year Ending

December 31, 2026

(in millions) Low High

Forecasted net cash provided by operating activities $ 280.1 $ 290.1

Forecasted purchases of property and equipment (11.5) (11.5)

Forecasted capitalized software development costs (7.6) (7.6)

Forecasted free cash flow 261.0 271.0

Forecasted cash paid for interest and other financing costs 24.0 24.0

Forecasted unlevered free cash flow $ 285.0 $ 295.0

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Document and Entity Information Document

Apr. 29, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Apr. 29, 2026

Entity Registrant Name

TENABLE HOLDINGS, INC.

Entity Incorporation, State or Country Code

Entity File Number

001-38600

Entity Tax Identification Number

47-5580846

Entity Address, Address Line One

6100 Merriweather Drive

Entity Address, City or Town

Columbia

Entity Address, State or Province

Entity Address, Postal Zip Code

21044

City Area Code

410

Local Phone Number

872-0555

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.01 per share

Trading Symbol

TENB

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Entity Central Index Key

0001660280

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration