Tenable Holdings Inc

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Each of these items of business is more fully described in the proxy statement accompanying this notice.

Important Notice Regarding the Availability of Proxy Materials for the Virtual Stockholders' Meeting to Be Held on Wednesday, May 22, 2024 at 1:00 p.m. Eastern Time.

By Order of the Board of Directors,

Michelle VonderHaar

Chief Legal Officer and Corporate Secretary

Columbia, MD

April 11, 2024

You are cordially invited to attend the virtual annual meeting. Whether or not you expect to attend the meeting, please vote over the telephone or the Internet as instructed in these materials as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the virtual annual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding performance, events, developments or achievements that we expect or anticipate will occur in the future, including statements expressing our general views about future operating results and our corporate social responsibility and diversity and inclusion progress, plans and goals, are forward-looking statements. The inclusion of environmental, diversity and social-related statements is not an indication that these are material to investors or required to be disclosed in our filings with the SEC. In addition, such statements may be based on standards for measuring progress that are still developing, processes that continue to evolve and assumptions that are subject to change in the future.

Forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2023 and those set forth in our future filings with the SEC. We disclaim and do not undertake any obligation to update, revise, or withdraw any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law or regulation.

To Our Stockholders,

We manage our company on the simple, powerful principle that what we do matters to the world. In a year where artificial intelligence took center stage and geopolitical tensions dominated the headlines and disrupted supply chains, our mission to help organizations understand and reduce cyber risk has never been more critical. The communities where we live, the government agencies on which we rely and the enterprises that power the global economy all depend on cybersecurity. And they are increasingly turning to Tenable to understand where they are exposed and how to reduce risk. This is a pivotal time and Tenable is at the center of it.

Our stakeholders – customers, partners, employees and investors – drive our every decision. Complex times call for radical simplicity and in 2023 we seized an opportunity to help more organizations consolidate multiple use cases and products on a single, unified platform. Today, Tenable One, our Exposure Management platform, is helping over a thousand customers protect their most vulnerable and crucial assets. We’re adding critical asset coverage to the platform, integrating cloud and operational technology ("OT") security, bringing even more context and actionable insights. We’re innovating in cloud security, cutting through the complexity so security teams can quickly identify elusive problems and remediate them fast. We are helping our customers make better, faster and more informed business decisions based on cyber risk.

Our commitment to our customers and partners

Tenable helps organizations understand and reduce risk and we believe we do it better than anyone. Given our focus on operationalizing preventative security, our solutions constitute a strategic advantage in a world where regulators are increasingly requiring disclosures on board oversight and management’s role in assessing and managing material risks from cybersecurity threats. That’s why approximately 44,000 customers rely on us to stay ahead of bad actors. Together with our global network of partners, we are uniquely positioned to help customers see and understand their continuously expanding attack surface, from the cloud to the network and everywhere in between. For example, Tenable Cloud Security, our cloud-native application protection platform (CNAPP) technology, delivers unparalleled insights into identities and access and is integrated into Tenable One. Tenable One is also the first and only exposure management platform that provides holistic visibility into assets across IT and OT environments, a key differentiator as CISOs are increasingly accountable for securing both.

Our commitment to our employees

Tenable’s employees fuel our ambition and cement our reputation as a trusted cybersecurity innovator. We have worked diligently to build the company into a career destination – the kind of place where passionate high achievers can do their best work, feel supported and know that they are truly making a difference. We’re giving our people the tools and investments they need – tuition reimbursement, mentorship programs, advanced certification options and more – so they can level up their skills and focus on solving some of the thorniest cybersecurity challenges. We continue to invest in superb total rewards packages, with equity grants, generous time off, an employee stock purchase plan, volunteer days and more. In 2024, we introduced a full-service mental health benefit for employees and their families, with free therapy, coaching and work-life services. We believe that every investment in our people comes back to us many times over. We will continue to innovate in this space, developing and supporting our people so they can focus on delivering results that exceed expectations.

Our commitment to our stockholders

Over the years, we have built trusted and candid relationships with our stockholders. We continuously reach-out, engage and solicit feedback from our investors on a myriad of topics because understanding what is top of mind from our investors and how we are perceived by the financial community is important to us. In 2023, we met with a majority of our top 25 active investors, as well as over 100 firms in total, an achievement that puts us well above average for midcap companies in investor engagement. In those conversations, we heard from a number of investors that they value Tenable for our balanced-growth approach and competitive position. In 2023, we delivered:

•Calculated current billings of $873.3 million, a 12% increase year-over-year*

•Non-GAAP operating margin of 15%, a 500 basis point improvement year-over-year*

•Unlevered free cash flow of $175.4 million, a 37% increase year-over-year*

We believe our results in 2023 reflect our ability to balance growth with profitability. We will continue to invest to take and win share which will position us well for long-term success. And, as we scale the business, we will continue to work closely with these critical stakeholders.

Our commitment to corporate social responsibility

We care deeply about the places where we live and work. That responsibility begins with environmental stewardship. Our energy consumption and usage within data centers is an important component of the day-to-day operations of our business which is why Tenable outsources its data center needs primarily to Amazon Web Services ("AWS"). AWS, in addition to carefully choosing data center locations to mitigate environmental risk, has a long-term commitment to use 100% renewable energy. We continue to track our scope 1 and scope 2 emissions and have begun a process to identify and track scope 3 emissions. As ever, our employees are our most critical catalysts for change. Our Green Initiatives group shares best practices for an environmentally conscious lifestyle, builds global support for initiatives within Tenable and leads campaigns, such as trash clean-ups, sustainable lifestyle pledges and tree-planting initiatives.

We hold ourselves accountable for increasing representation in our workforce of historically underrepresented communities, cultivating a more inclusive culture and engaging more impactfully in the global communities that surround us. We believe that the greater diversity of our employees, partners and customers leads to a greater diversity of ideas and creativity as well as better performance.

In conclusion, we are pleased with our performance in 2023. We continued to execute on our roadmap, expanding our market leadership in exposure management and scaling our business by capturing large market opportunities in cloud security. We look forward to continuing to build on this great foundation.

Sincerely,

Amit Yoran

Chairman & CEO

*Refer to the Appendix for reconciliations of these non-GAAP measures to comparable GAAP measures.

Business Overview - 2023 Highlights

We are a leading provider of exposure management solutions. Exposure management is an effective discipline for measuring, comparing and reducing cybersecurity risk in today's complex environments, spanning cloud resources, IT, OT and IoT assets, and more.

In order to be effective, an exposure management platform must extend beyond traditional vulnerability management, which concentrates on the discovery and remediation of publicly disclosed Common Vulnerabilities and Exposures. The platform must include information about configuration issues, vulnerabilities and attack paths across a spectrum of assets and technologies — including cloud configurations and deployments; identity solutions, such as Active Directory; and web applications.

Our 2023 business and financial highlights were as follows:

•Launched new AI-fueled identity security into our Exposure Management Platform.

•Unveiled new OT security functionality to provide broader protection for operational technology, critical infrastructure and industrial control systems and to make it easier to secure and maintain governance of the entire attack surface.

•Acquired Ermetic, Ltd. ("Ermetic"), an integrated cloud-native application protection platform (CNAPP) company with industry leading cloud infrastructure entitlement management (CIEM), to deliver market-leading contextual risk visibility, prioritization and remediation across infrastructure and identities, for total consideration of $243.8 million.

•Received numerous awards and distinctions including recognition as a "Leader" in both the GigaOm Radar for Operational Technology (OT) Security and “The Forrester Wave™: Vulnerability Risk Management," and named Best Security Company and Best Risk/Policy Management Solution of the Year (for Tenable One) in the 2023 SC Awards.

•Recognized globally as a premier employer of choice.

•Announced that our Board of Directors approved the repurchase of up to an aggregate of $100 million of our common stock.

•Revenue was $798.7 million, a 17% increase year-over-year.

•Calculated current billings was $873.3 million, a 12% increase year-over-year.

•GAAP loss from operations was $52.2 million, compared to $67.8 million in 2022.

•Non-GAAP income from operations was $121.0 million, compared to $67.7 million in 2022.

•GAAP net loss was $78.3 million, compared to $92.2 million in 2022.

•GAAP net loss per share was $0.68, compared to $0.83 in 2022.

•Non-GAAP net income was $97.2 million, compared to $44.3 million in 2022.

•Non-GAAP diluted earnings per share was $0.80, compared to $0.38 in 2022.

•Cash and cash equivalents and short-term investments were $474.0 million at December 31, 2023, compared to $567.4 million at December 31, 2022.

•Net cash provided by operating activities was $149.9 million, compared to $131.2 million in 2022.

•Unlevered free cash flow was $175.4 million, compared to $128.1 million in 2022.

•Repurchased 0.4 million shares of our common stock for $14.9 million.

Refer to the Appendix for reconciliations of non-GAAP measures to comparable GAAP measures.