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 14, 2025 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 3, 2025

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, 2024 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,

From day one, our mission at Tenable has been clear: to create a more secure digital world. Today, 44,000 organizations globally, including government agencies, critical infrastructure providers, financial institutions, hospitals, schools and more, trust Tenable to help them understand and reduce their cyber risk.

At the time of our IPO in 2018, Tenable outlined a bold vision. We predicted a much larger market opportunity in a new category that we referred to as exposure management. We saw exposure management as a natural evolution of the vulnerability management market in which Tenable has long been a market leader. Exposure management would address the risks associated with rapid cloud adoption, the rampant rise in identity compromises, and the explosion in OT, IoT, and unmanaged devices across organizations.

Tenable continues to execute on this vision which is now widely adopted by customers and industry analysts alike. Our customers increasingly see the need for exposure management: In an era of constant cyber threats, organizations continue to turn to Tenable to help them get a comprehensive understanding of their cyber exposures. As a result, Tenable remains a trusted partner helping organizations anticipate, manage, and mitigate cyber risk before it becomes a crisis.

Our commitment to our customers and partners

Securing the digital world requires more than ambition: It demands innovation, precision and execution. To that end, we aim to work in lock step with our customers, understanding their pain points, concerns and objectives. Indeed, two of the most pressing challenges our customers face are securing the cloud and gaining a holistic view of enterprise cyber risk. With Tenable’s cloud native application protection platform (CNAPP) and our exposure management platform, Tenable One, our customers can tackle these challenges with confidence.

With the acquisition of Vulcan we can now provide extensive data aggregation capabilities to help customers consolidate their exposures across their security stack into a singular, prioritized view from which they can mobilize and remediate. We believe this enables us to advance AI-driven exposure management to transform how customers predict, prioritize and mitigate risk across the security stack. Additionally, we are adding capabilities that allow CISOs and their security teams to act faster, more efficiently, and resolve exposures across their security environments with greater precision. We are going deeper with analytics and broader across the attack surface to bring visibility and context to today’s complex digital landscape.

We believe the opportunity ahead for Tenable, its customers, partners and shareholders is significant. We remain committed to the vision we laid out in 2018 and are executing on a strategy designed for value creation.

Our commitment to our employees

As a company, we believe when we work together, we win together. We're more than just a team -we're a collective force driven by a shared purpose to secure the digital world. We support our employees with tuition reimbursement, mentorship programs, advanced certification options and more - because tackling some of the most difficult cybersecurity challenges requires continuous growth. We also recognize innovation and impact demand balance, which is why we continue to invest in total rewards packages that include 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. Innovation is not limited to our products and we will continue to evolve our benefits to support our people so they can focus on delivering results that exceed expectations.

Our commitment to our stockholders

Our stockholders play a vital role in our success, and we are committed to fostering strong, transparent relationships. We actively engage with this community both to ensure they are up to date on our latest innovations and to understand their priorities and perspectives. In 2024, 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 for the second year in a row. These conversations ensure we keep a pulse on how our strategic decisions are impacting our critical stakeholders. They appreciated our balanced growth approach and we will continue our tradition of outreach to ensure we maintain the trust we have built with this base. In 2024, we delivered:

•Calculated current billings of $969.5 million, an 11% increase year-over-year

•Non-GAAP operating margin of 20%, a 500 basis point improvement year-over-year

•Unlevered free cash flow of $237.8 million, a 36% increase year-over-year

Our goal in 2024 was to strengthen our position by investing in our future and we accomplished this by continuing to innovate and focusing on optimizing our business. We made critical investments that we believe position us to lead the exposure management market. Looking ahead to 2025, we expect to invest in R&D and sales and marketing at an increased rate to position ourselves for success in the Exposure Management market. We are also incredibly excited to be on track to deliver over one billion dollars in calculated current billings this year.

Our commitment to corporate social responsibility

We take pride in the communities where we live and work — the people and places that drive our success. This includes environmental stewardship and cultivating a rich culture. We track our scope 1 and 2 emissions, ensuring that we have a good understanding of our energy usage and carbon footprint. In addition, our Green Initiatives group shares best practices for an environmentally conscious lifestyle. Our employees are a great resource for Tenable to continue learning how we can help our environment.

In addition, we strive to be a place where all employees feel they belong. We recognize that an inclusive culture fosters employee engagement, fuels innovation, and yields outstanding business results. We focus on meaningful, sustained impact — ensuring that every individual has the support they need to do their best work. As we continue this journey, we recognize that building an inclusive organization is not a one-time initiative but an ongoing effort.

Looking ahead

While 2024 was successful on many levels, we are even more excited about 2025. We are making strategic investments across the organization, executing on an ambitious roadmap, and working to expand our leadership in exposure management and cloud security. Scaling to be a billion-dollar company is just the beginning — this is a pivotal time for Tenable, and the future has never looked more exciting. We are energized by the opportunities ahead and look forward to keeping our stakeholders informed as we reach new heights.

Sincerely,

Stephen Vintz

Co-CEO and CFO

Business Overview - 2024 Highlights

We are a leading provider of exposure management solutions. Exposure management is the evolution of vulnerability management, advancing risk assessment and prioritization across the entire attack surface - from IT infrastructure to cloud environments to critical infrastructure. Tenable unifies security visibility, insight and action across this attack surface, equipping modern organizations to expose and close the cybersecurity gaps that erode business value, reputation and trust.

Our 2024 business and financial highlights were as follows:

•Acquired Eureka Security, Inc. ("Eureka"), a provider of data security posture management (DSPM) for cloud environments, to provide a holistic view of an organization's cloud data security footprint, to fight policy drift and misconfigurations, and to continuously improve their security posture over time.

•Released AI Aware, advanced detection capabilities designed to rapidly surface artificial intelligence solutions, vulnerabilities and weaknesses.

•Extended exposure management capabilities to cloud data and AI by adding new data security posture management (DSPM) and artificial intelligence security posture management (AI-SPM) capabilities for Tenable Cloud Security.

•Launched Tenable One for OT/IoT Security, making Tenable One the first and only exposure management platform to provide holistic visibility into assets across IT and operational technology (OT) environments.

•Received credit upgrades from Moody's and S&P. Moody's upgraded our corporate family credit rating to Ba3 from B1 in April 2024; S&P upgraded our credit rating to BB- from B+ in November 2023.

•Awarded numerous industry and partner recognitions including: Ranked first in device vulnerability management market share for the sixth consecutive year by IDC; awarded a coveted five star rating for the Tenable Assure Partner Program by CRN and recognized as the top performer in cloud security in the 2024 CRN Annual Report Card Awards.

•Announced that our Board of Directors approved the repurchase of up to an additional $200 million of our common stock, increasing our stock repurchase program to $300 million in the aggregate.

•Revenue was $900 million, a 13% increase year-over-year.

•Calculated current billings was $969.5 million, an 11% increase year-over-year.

•GAAP loss from operations was $6.9 million, compared to $52.2 million in 2023.

•Non-GAAP income from operations was $184.1 million, compared to $121.0 million in 2023.

•GAAP net loss was $36.3 million, compared to $78.3 million in 2023.

•GAAP net loss per share was $0.31, compared to $0.68 in 2023.

•Non-GAAP net income was $158.6 million, compared to $97.2 million in 2023.

•Non-GAAP diluted earnings per share was $1.29, compared to $0.80 in 2023.

•Cash and cash equivalents and short-term investments were $577.2 million at December 31, 2024, compared to $474.0 million at December 31, 2023.

•Net cash provided by operating activities was $217.5 million, compared to $149.9 million in 2023.

•Unlevered free cash flow was $237.8 million, compared to $175.4 million in 2023.

•Repurchased 2.3 million shares of our common stock for $100 million.