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Tenable Holdings, Inc.

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

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

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Contents

10. Stock-Based Compensation

  1. Stock-Based Compensation

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

Year Ended December 31,
(in thousands)202520242023
Cost of revenue$13,714$12,677$11,247
Sales and marketing68,80162,72761,322
Research and development56,54247,65637,225
General and administrative(1)52,75640,45535,533
Total stock-based compensation expense$191,813$163,515$145,327

(1) Stock-based compensation in 2025 includes $14.6 million of expense related to the accelerated vesting of equity awards for our former Chairman and Chief Executive Officer.

A summary of the unrecognized stock-based compensation expense related to unvested awards at December 31, 2025 is presented below:

Unrecognized Stock-Based Compensation Expense (in thousands)Estimated Weighted Average Period (in years)
Restricted stock units ("RSUs")$291,7362.6
Performance stock units ("PSUs")4,7002.9
Restricted stock5,3882.3
2018 Employee Stock Purchase Plan ("2018 ESPP")12,8610.8

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)Numberof SharesWeightedAverageGrant Date Fair ValueNumberof SharesWeightedAverageGrant Date Fair ValueNumberof SharesWeightedAverageGrant Date Fair Value
Unvested balance at December 31, 2022—$—6,894$43.26196$44.97
Granted31145.674,72843.4718843.24
Performance adjustment(1)————1244.97
Vested——(3,153)41.61(91)44.97
Forfeited——(1,126)45.14(47)43.92
Unvested balance at December 31, 202331145.677,34343.8025843.90
Granted——4,09945.8917047.20
Performance adjustment(1)————(10)43.24
Vested(124)45.67(3,217)43.34(107)43.93
Forfeited——(1,016)45.00(11)43.95
Unvested balance at December 31, 202418745.677,20945.0130045.78
Granted18732.836,60435.7720138.37
Performance adjustment(1)————(6)47.20
Vested(2)(139)42.79(3,667)44.74(216)45.84
Forfeited(50)45.67(1,152)42.08——
Unvested balance at December 31, 202518534.838,99438.7227940.37

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

(2) Includes 20 RSUs and 5 PSUs repurchased to cover taxes.

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 December 31, 2025, there were 26.9 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 Shares · WeightedAverageExercise Price · Weighted-Average Remaining Contractual Term(in years) · Aggregate Intrinsic Value
Outstanding at December 31, 20225,485$8.964.5$160,135
Exercised(387)9.0513,364
Forfeited/canceled(3)10.97
Outstanding at December 31, 20235,0958.953.5189,108
Exercised(1,044)7.7238,831
Forfeited/canceled——
Outstanding at December 31, 20244,0519.262.6122,024
Exercised(1)(2,646)7.4467,124
Forfeited/canceled(2)6.16
Outstanding and exercisable at December 31, 20251,40312.702.015,210

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

Stock options were last granted in 2018. Stock options granted under our stock incentive plans have a maximum term often years, generally vest over a period ofthree tofour years, and the exercise price cannot be less than the fair market value on the date of grant.

2018 Employee Stock Purchase Plan

Under our 2018 ESPP, employees may set aside up to 15% of their gross earnings, on an after-tax basis, to purchase our common stock at a discounted price, which is calculated at 85% of the lower of the fair market value of our common stock on the first day of an offering or on the date of purchase. The 2018 ESPP permits offerings up to 27 months in duration, with one or more purchase periods in each offering. Additionally, in cases where the fair market value of a share of our common stock on the first day of a new purchase period within an offering is less than or equal to the fair market value of a share of our common stock at the beginning of the offering, that offering will be terminated and participants will be automatically enrolled in a new offering with a new 24-month duration and purchase periods everysix months.

A summary of our ESPP activity is presented below:

Year Ended December 31,
(dollars and shares in thousands)202520242023
Shares of common stock purchased519.1498.9506.4
Weighted average price$29.82$32.60$32.04
Cash proceeds$15,482$16,262$16,224

At December 31, 2025 and 2024 there were $7.1 million and $6.9 million, respectively, of employee contributions to the 2018 ESPP included in accrued compensation.

Estimating the fair value of ESPP purchase rights using the Black-Scholes option-pricing model requires assumptions as to the fair value of common stock, expected term, expected volatility, the risk-free interest rate and the expected dividend yield.

Fair Value of Common Stock. We use the market price of our common stock at the date of grant.

Expected Term. We use the actual purchase periods as the expected term in the 2018 ESPP.

Expected Volatility. Volatility is a measure of the amount by which a financial variable, such as a share price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. We use the historical volatility of our common stock to estimate expected volatility.

Risk-Free Interest Rate. This is the U.S. Treasury rate, having a term that most closely resembles the expected life of the stock option.

Expected Dividend Yield. We have never declared or paid dividends and have no plans to do so in the foreseeable future.

The fair value of the 2018 ESPP purchase rights was estimated on the offering or modification dates using the following assumptions:

Year Ended December 31,
202520242023
Expected term (in years)0.5 — 2.00.5 — 2.00.5 — 2.0
Expected volatility32.8% — 35.7%31.9% — 51.4%46.9% — 58.1%
Risk-free interest rate3.6% — 3.9%3.8% — 5.1%4.8% — 5.4%
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 December 31, 2025, there were 11.2 million shares reserved for issuance under the 2018 ESPP.

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