Tenable Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 4, 2025
TENB$42.13-4.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-08.
0001660280-25-000090
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001660280-25-000128
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 176 previous paragraphs and 175 current paragraphs.
89 unchanged; 50 reworded; 34 added; 25 removed; 12 previous and 2 current paragraphs rearranged.
Tables are not compared: 28 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
Restructuring
Current report
The increase in cost of revenue of $6.3 million was primarily due to:
Current report
•a $0.2 million increase in cost of goods; and
Current report
•a $0.7 million increase in professional fees;
Current report
•a $0.2 million increase in allocated overhead; partially offset by
Current report
•a $7.3 million increase in personnel costs, including a $1.7 million increase in stock-based compensation; and
Current report
•a $0.9 million increase in allocated overhead.
Current report
•a $0.7 million increase in personnel costs;
Current report
•a $0.3 million increase in bank fees;
Current report
•a $0.2 million increase in allocated overhead; partially offset by
Current report
•a $1.0 million decrease in professional fees.
Current report
Interest Income, Interest Expense and Other (Expense) Income, Net
Current report
•$2.2 million of discrete items primarily related to withholding taxes on sales to customers; partially offset by
Current report
•$3.5 million of income taxes in foreign jurisdictions in which we conduct business;
Current report
•$1.0 million of discrete items primarily related to withholding taxes on sales to customers; and
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
The increase in cost of revenue of $15.4 million was primarily due to:
Current report
•a $3.3 million increase in third-party cloud infrastructure costs;
Current report
•a $2.6 million increase in personnel costs, including a $0.8 million increase in stock-based compensation;
Current report
•a $0.3 million increase in the cost of goods.
Current report
•a $2.5 million increase in personnel costs, including a $4.0 million increase in stock-based compensation;
Current report
•a $2.3 million increase in allocated overhead; and
Current report
•a $2.5 million increase in acquisition-related expenses;
Current report
•a $0.7 million increase in travel and meeting costs;
Current report
•a $0.3 million increase in bank fees;
Current report
•a $0.3 million increase in telecom and internet costs; and
Current report
Restructuring
Current report
Interest Income, Interest Expense and Other Expense, Net
Current report
In the nine months ended September 30, 2025, the provision for income taxes included:
Current report
•$4.9 million of discrete items primarily related to withholding taxes on sales to customers; and
Current report
•$3.5 million of income taxes in foreign jurisdictions in which we conduct business. Income tax expense in the three months ended September 30, 2025 related to foreign jurisdictions, was reduced by a $3.2 million interim intraperiod allocation, which we expect to reverse in the three months ended December 31, 2025.
Current report
In the nine months ended September 30, 2024, the provision for income taxes included:
Current report
•$5.6 million of income taxes in foreign jurisdictions in which we conduct business;
Current report
•$2.6 million of discrete items primarily related to withholding taxes on sales to customers; and
Removed paragraphs (25)
Previous report
The increase in cost of revenue of $5.6 million was primarily due to:
Previous report
•a $1.1 million increase in third-party cloud costs;
Previous report
•a $0.3 million increase in subscription costs; and
Previous report
•a $12.0 million increase in personnel costs, including a $3.5 million increase in stock-based compensation;
Previous report
•a $1.9 million increase in personnel costs;
Previous report
•$3.0 million of income taxes in foreign jurisdictions in which we conduct business; and
Previous report
•$1.2 million of discrete items primarily related to withholding taxes on sales to customers.
Previous report
•$1.7 million of income taxes in foreign jurisdictions in which we conduct business;
Previous report
•$0.8 million of discrete items primarily related to withholding taxes on sales to customers.
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Previous report
The increase in cost of revenue of $9.2 million was primarily due to:
Previous report
•a $1.6 million increase in personnel costs, including a $0.5 million increase in stock-based compensation;
Previous report
•a $1.2 million increase in third-party cloud infrastructure costs;
Previous report
•a $2.4 million increase in personnel costs, primarily stock-based compensation;
Previous report
•a $2.1 million increase in sales commissions;
Previous report
•a $0.5 million increase in software subscription costs; partially offset by
Previous report
•a $0.2 million decrease in travel and meeting costs.
Previous report
•a $2.7 million increase in acquisition-related expenses;
Previous report
•a $1.2 million increase in professional fees;
Previous report
•a $0.1 million increase in software subscription costs.
Previous report
In the six months ended June 30, 2025, the provision for income taxes included:
Previous report
•$5.1 million of income taxes in foreign jurisdictions in which we conduct business; and
Previous report
•$2.7 million of discrete items primarily related to withholding taxes on sales to customers.
Previous report
In the six months ended June 30, 2024, the provision for income taxes included:
Previous report
•$2.1 million of income taxes in foreign jurisdictions in which we conduct business;
Reworded paragraphs (50)
Previous wording
Our platform offerings are primarily sold on a subscription basis with a one-year term. Our subscription terms are generally not longer than three years. These subscriptions are typically invoiced in advance at the beginning of the term. In some instances, multi-year subscriptions are invoiced annually in installments.
Current wording
Our platform offerings are primarily sold on a subscription basis with a one-year term, but are increasingly being sold with longer contractual durations. Our subscription terms are generally not longer than three years. These subscriptions are typically invoiced in advance at the beginning of the term, however multi-year subscriptions are increasingly being invoiced annually in installments.
Previous wording
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 and six months ended June 30, 2025 and 2024.
Current wording
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 95% and 96%, respectively of revenue in the three and nine months ended September 30, 2025 and 96% in the three and nine months ended September 30, 2024.
Previous wording
(1)Deferred revenue (current), beginning of period for the three months ended June 30, 2025 and 2024, and the six months ended June 30, 2025 and 2024 includes $0.1 million, $0.1 million, $6.7 million and $0.1 million, respectively, related to acquired deferred revenue.
Current wording
(1)Deferred revenue (current), beginning of period for the nine months ended September 30, 2025 and 2024 includes $6.7 million and $0.1 million, respectively, related to acquired deferred revenue.
Previous wording
We believe that these non-GAAP financial measures provide useful information about our core operating results over multiple periods. There are a number of limitations related to the use of the non-GAAP financial measures as compared to GAAP loss from operations and operating margin, including that non-GAAP income from operations and non-GAAP operating margin exclude stock-based compensation expense, which has been, and will continue to be, a significant recurring expense in our business and an important part of our compensation strategy.
Current wording
We believe that these non-GAAP financial measures provide useful information about our core operating results over multiple periods. There are a number of limitations related to the use of the non-GAAP financial measures as compared to GAAP income (loss) from operations and operating margin, including that non-GAAP income from operations and non-GAAP operating margin exclude stock-based compensation expense, which has been, and will continue to be, a significant recurring expense in our business and an important part of our compensation strategy.
Previous wording
The following table presents a reconciliation of loss from operations, the most directly comparable financial measure calculated in accordance with GAAP, to non-GAAP income from operations, and operating margin, the most directly comparable financial measure calculated in accordance with GAAP, to non-GAAP operating margin:
Current wording
The following table presents a reconciliation of income (loss) from operations, the most directly comparable financial measure calculated in accordance with GAAP, to non-GAAP income from operations, and operating margin, the most directly comparable financial measure calculated in accordance with GAAP, to non-GAAP operating margin:
Previous wording
We use non-GAAP net income, which excludes stock-based compensation, acquisition-related expenses, restructuring expenses and amortization of acquired intangible assets, as well as the related tax impacts, and 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, to calculate non-GAAP earnings per share. We believe that these non-GAAP measures provide important information because they facilitate comparisons of our core operating results over multiple periods.
Current wording
We use non-GAAP net income, which excludes stock-based compensation, acquisition-related expenses, restructuring expenses and amortization of acquired intangible assets, as well as the related tax impacts, and 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, to calculate non-GAAP earnings per share.
Previous wording
The following table presents a reconciliation of net loss and net loss per share, the most comparable financial measures calculated in accordance with GAAP, to non-GAAP net income and non-GAAP earnings per share:
Current wording
The following table presents a reconciliation of net income (loss) and net earnings (loss) per share, the most comparable financial measures calculated in accordance with GAAP, to non-GAAP net income and non-GAAP earnings per share:
Previous wording
(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.
Current wording
(3) An adjustment to reconcile GAAP net earnings (loss) per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.
Previous wording
We expect our general and administrative expense to continue to increase in absolute dollars and decrease as a percentage of our revenue over the long term, although our general and administrative expense may fluctuate from period to period due to the timing and extent of these expenses. In the six months ended June 30, 2025 our general and administrative expense included $15.5 million of termination benefits, including cash compensation and accelerated equity award vesting, related to the passing of our Chairman and Chief Executive Officer.
Current wording
We expect our general and administrative expense to continue to increase in absolute dollars and decrease as a percentage of our revenue over the long term, although our general and administrative expense may fluctuate from period to period due to the timing and extent of these expenses. In the nine months ended September 30, 2025 our general and administrative expense included $15.5 million of termination benefits, including cash compensation and accelerated equity award vesting, related to the passing of our Chairman and Chief Executive Officer.
Previous wording
(2) Stock-based compensation in the six months ended June 30, 2025 includes $14.6 million of expense related to the accelerated equity award vesting of our late CEO.
Current wording
(2) Stock-based compensation in the nine months ended September 30, 2025 includes $14.6 million of expense related to the accelerated equity award vesting of our late CEO.
Previous wording
The increase in revenue of $26.1 million included $24.1 million from existing customers as of July 1, 2024 and $2.0 million from new customers. U.S. revenue increased $12.7 million, or 11%. International revenue increased $13.4 million, or 13%.
Current wording
The increase in revenue of $25.4 million included $24.5 million from existing customers as of October 1, 2024 and $0.9 million from new customers. U.S. revenue increased $10.5 million, or 9%. International revenue increased $14.9 million, or 14%.
Previous wording
•a $2.2 million increase in personnel costs, including $1.5 million in stock-based compensation;
Current wording
•a $2.2 million increase in third-party cloud costs;
Previous wording
•a $1.8 million increase in amortization of intangible assets due to acquired intangible assets;
Current wording
•a $1.8 million increase in amortization of acquired intangible assets;
Previous wording
•a $1.0 million increase in allocated overhead;
Current wording
•a $1.0 million increase in personnel costs, including $0.3 million in stock-based compensation;
Previous wording
•a $1.3 million increase in depreciation and amortization expense;
Current wording
•a $0.5 million increase in depreciation and amortization expense;
Previous wording
•a $0.2 million increase in acquisition-related expenses.
Current wording
•a $0.2 million increase in professional services;
Previous wording
The increase in sales and marketing expense of $6.0 million was primarily due to:
Current wording
The increase in sales and marketing expense of $0.9 million was primarily due to:
Previous wording
•a $1.2 million increase in sales commissions;
Current wording
•a $0.3 million increase in sales commissions; and
Previous wording
•a $2.7 million increase in expenses for demand generation programs, including advertising, sponsorships and brand awareness efforts;
Current wording
•a $0.3 million decrease in expenses for demand generation programs, including advertising, sponsorships and brand awareness efforts.
Previous wording
The increase in research and development expense of $14.1 million was primarily due to:
Current wording
The increase in research and development expense of $8.2 million was primarily due to:
Previous wording
The increase in general and administrative expense of $3.7 million was primarily due to:
Current wording
The increase in general and administrative expense of $0.8 million was primarily due to:
Previous wording
•a $0.2 million increase in indirect taxes such as VAT.
Current wording
•a $0.3 million increase in indirect taxes such as VAT;
Previous wording
The $1.9 million decrease in interest income was due to a decrease in short-term investments. Interest expense decreased $0.9 million due to a decrease in the interest rate on our Term Loan. The $0.1 million decrease in Other income, net was primarily due to lower foreign exchange losses of $1.2 million and a $1.5 million gain on conversion of one of our SAFE investments in the prior year.
Current wording
The $2.4 million decrease in interest income was due to a decrease in short-term investments and reduced rates of return. Interest expense decreased $0.9 million due to a decrease in the interest rate on our Term Loan. The $1.1 million decrease in Other income, net was primarily due to increased foreign exchange losses.
Previous wording
•$1.6 million of discrete items primarily related to withholding taxes on sales to customers.
Current wording
•$1.6 million of net tax benefits in foreign jurisdictions in which we conduct business. Income tax expense in the three months ended September 30, 2025 related to foreign jurisdictions, was reduced by a $3.2 million interim intraperiod allocation, which we expect to reverse in the three months ended December 31, 2025.
Previous wording
•$1.2 million related to Base Erosion and Anti-Abuse Tax; and
Current wording
•$0.8 million related to Base Erosion and Anti-Abuse Tax.
Previous wording
The increase in revenue of $49.2 million included $46.6 million from existing customers as of July 1, 2024, and $2.6 million from new customers. U.S. revenue increased $22.6 million, or 10%. International revenue increased $26.6 million, or 13%.
Current wording
The increase in revenue of $74.6 million included $73.1 million from existing customers as of October 1, 2024, and $1.5 million from new customers. U.S. revenue increased $33.0 million, or 9%. International revenue increased $41.4 million, or 14%.
Previous wording
•a $3.0 million increase in amortization of intangible assets due to acquired intangible assets;
Current wording
•a $4.7 million increase in amortization of acquired intangible assets;
Previous wording
•a $2.4 million increase in depreciation and amortization expenses;
Current wording
•a $2.9 million increase in depreciation and amortization expenses;
Previous wording
•a $0.6 million increase in personnel costs, including $0.2 million in stock-based compensation;
Current wording
•a $0.6 million increase in software subscription costs;
Previous wording
•a $0.5 million increase in acquisition-related expenses;
Current wording
•a $0.5 million increase in professional fees;
Previous wording
•a $0.4 million increase in third-party cloud infrastructure costs; and
Current wording
•a $0.4 million increase in allocated overhead; and
Previous wording
The increase in sales and marketing expense of $9.3 million was primarily due to:
Current wording
The increase in sales and marketing expense of $10.2 million was primarily due to:
Previous wording
•a $1.3 million increase in expenses for demand generation programs, including advertising, sponsorships and brand awareness efforts;
Current wording
•a $2.4 million increase in expenses for demand generation programs, including advertising, sponsorships and brand awareness efforts;
Previous wording
•a $1.0 million increase in selling expenses; and
Current wording
•a $2.2 million increase in selling expenses; and
Previous wording
•a $0.4 million decrease in depreciation expense; and
Current wording
•a $0.5 million decrease in depreciation expense.
Previous wording
The increase in research and development expense of $23.6 million was primarily due to:
Current wording
The increase in research and development expense of $31.8 million was primarily due to:
Previous wording
•a $20.4 million increase in personnel costs, largely due to an increase in headcount from recent acquisitions, and including a $5.3 million increase in stock-based compensation;
Current wording
•a $27.8 million increase in personnel costs, largely due to an increase in headcount from recent acquisitions, and including a $7.0 million increase in stock-based compensation;
Previous wording
The increase in general and administrative expense of $20.6 million was primarily due to:
Current wording
The increase in general and administrative expense of $21.4 million was primarily due to:
Previous wording
•a $15.8 million increase in personnel costs, including $15.5 million in termination benefits including cash compensation and accelerated equity award vesting related to the passing of our Chairman and Chief Executive Officer;
Current wording
•a $16.5 million increase in personnel costs, including $15.5 million in termination benefits including cash compensation and accelerated equity award vesting related to the passing of our Chairman and Chief Executive Officer;
Previous wording
•a $0.1 million increase in indirect taxes such as VAT; and
Current wording
•a $0.5 million increase in indirect taxes such as VAT;
Showing the first 40 of 50 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Current report — wording carried from elsewhere
•a $2.4 million increase in sales commissions;
Rearranged previous paragraphs (12)
Previous report — wording carried elsewhere
•a $0.3 million increase in software subscription costs.
Previous report — wording carried elsewhere
•a $0.6 million increase in acquisition-related expenses;
Previous report — wording carried elsewhere
•a $0.6 million increase in professional fees;
Previous report — wording carried elsewhere
Restructuring in the prior year included a $4.5 million non-cash impairment of leasehold improvements and furniture and fixtures that was recorded in connection with the sublease of a portion of our headquarters.
Previous report — wording carried elsewhere
Interest Income, Interest Expense and Other Income, Net
Previous report — wording carried elsewhere
•a $0.5 million increase in software subscription costs;
Previous report — wording carried elsewhere
•a $0.2 million increase in allocated overhead; and
Previous report — wording carried elsewhere
•a $1.5 million increase in selling expenses; and
Previous report — wording carried elsewhere
•a $0.3 million decrease in allocated overhead.
Previous report — wording carried elsewhere
•a $1.4 million increase in allocated overhead; and
Previous report — wording carried elsewhere
•a $0.4 million increase in travel and meeting costs;
Previous report — wording carried elsewhere
Interest Income, Interest Expense and Other Income (Expense), Net