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Tenable Holdings, Inc.

For the period ended Jun 30, 2025. Filed Aug 8, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 8, 2025

TENB$43.67+3.7%Stored close · as of Nov 9, 2026

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10. Stock-Based Compensation

  1. Stock-Based Compensation

Stock-based compensation expense included in the consolidated statements of operations was as follows:

Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2025202420252024
Cost of revenue$3,460$3,288$6,775$6,270
Sales and marketing17,81816,27634,44831,576
Research and development15,30011,79928,26722,960
General and administrative(1)9,94810,03532,93920,311
Total stock-based compensation expense$46,526$41,398$102,429$81,117

(1) Stock-based compensation in the six months ended June 30, 2025 includes $14.6 million of expense related to the accelerated vesting of equity awards for our late CEO.

A summary of the unrecognized stock-based compensation expense related to unvested stock at June 30, 2025 is presented below:

Unrecognized Stock-Based Compensation Expense (in thousands)Estimated Weighted Average Period (in years)
Restricted stock units ("RSUs")$372,6582.9
Performance stock units ("PSUs")7,5683.4
Restricted stock10,3612.1
2018 Employee Stock Purchase Plan ("2018 ESPP")11,7970.9

Restricted Stock, RSUs and PSUs

A summary of our restricted stock, RSU and PSU activity is presented below:

Restricted StockRSUsPSUs
(in thousands, except for per share data)Number of SharesWeightedAverageGrant Date Fair ValueNumber of SharesWeightedAverageGrant Date Fair ValueNumber of SharesWeightedAverageGrant Date Fair Value
Unvested balance at December 31, 2024187$45.677,209$45.01300$45.78
Granted18732.835,55937.2720038.37
Performance adjustment(1)————(6)47.20
Vested(62)45.67(2,297)45.45(180)46.01
Forfeited——(411)43.67——
Unvested balance at June 30, 202531237.9610,06040.6931440.88

(1) Represents adjustments due to the achievement of predefined financial performance targets.

In January 2025, under the evergreen provision in our 2018 Equity Incentive Plan we reserved an additional 6.0 million shares of our common stock. At June 30, 2025, there were 27.2 million shares available for grant under the plan.

Stock Options

A summary of our stock option activity is presented below:

(in thousands, except for exercise prices and years)Numberof SharesWeightedAverageExercise PriceWeighted-Average Remaining Contractual Term (in years)Aggregate Intrinsic Value
Outstanding at December 31, 20244,051$9.262.6$122,024
Exercised(1)(2,501)7.3064,874
Forfeited/canceled———
Outstanding and exercisable at June 30, 20251,55012.432.533,095

(1) Includes 485 options netted for option costs and 40 shares repurchased to cover taxes.

2018 Employee Stock Purchase Plan

In the six months ended June 30, 2025, employees purchased 0.3 million shares of our common stock at a weighted average price of $32.42 per share, resulting in $9.7 million of cash proceeds. At June 30, 2025, there was $6.4 million of employee contributions to the 2018 ESPP included in accrued compensation.

The fair value of the 2018 ESPP purchase rights was estimated on the offering or modification dates using a Black-Scholes option-pricing model and the following assumptions:

Six Months Ended June 30,
20252024
Expected term (in years)0.5 — 2.00.5 — 2.0
Expected volatility30.6% — 38.2%41.1% — 51.4%
Risk-free interest rate3.9% — 4.2%4.4% — 5.1%
Expected dividend yield——

Under the evergreen provision in our 2018 ESPP, in January 2025 we reserved an additional 1.8 million shares of our common stock. At June 30, 2025, there were 11.5 million shares reserved for issuance under our 2018 ESPP.

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