Tenable Holdings, Inc.

6. Acquisitions, Goodwill and Intangible Assets

Acquisitions

In June 2025, we acquired Apex Security, Inc. ("Apex"), an innovator in securing the rapidly expanding AI attack surface. This acquisition is expected to strengthen our ability to help organizations identify and reduce cyber risk, adding the ability to govern usage, enforce policy, and control exposure across both the AI that organizations use and the AI they build. We acquired 100% of Apex's equity through a share purchase agreement for total consideration of $47.8 million, including $47.7 million in cash, net of $2.0 million cash acquired, and $0.1 million fair value of replacement equity.

In February 2025, we acquired Vulcan Cyber Ltd. ("Vulcan"), an innovator in cyber risk management. This acquisition is expected to add enhanced visibility, extended third-party data flows, risk prioritization and optimized remediation to strengthen our Tenable One Exposure Management platform. We acquired 100% of Vulcan's equity through a share purchase agreement for total cash consideration of $148.5 million, net of $2.3 million cash acquired.

In June 2024, we acquired Eureka Security, Inc. ("Eureka"), a provider of data security posture management ("DSPM") for cloud environments. Adding Eureka's DSPM capabilities to our solutions provides customers a view into their organization's cloud data security footprint, fight policy drift and misconfigurations that put data at risk, and enables customers to continuously improve their security posture over time. We acquired 100% of Eureka's equity through a share purchase agreement for total cash consideration of $29.2 million, net of $0.4 million cash acquired.

Cash consideration, net of cash acquired, was allocated as follows:

Intangible assets acquired during the year ended December 31, 2025 included Apex's proprietary technology for $6.8 million with an estimated useful life of 5 years and Vulcan's proprietary technology for $40.0 million with an estimated useful life of 7 years.

Intangible assets acquired during the year ended December 31, 2024 included Eureka's proprietary technology for $6.9 million with an estimated useful life of 5 years.

The results of operations of Apex, Vulcan and Eureka are included in our consolidated statements of operations from the applicable acquisition dates and were not material. Pro forma results of operations are not presented as they are not material to the consolidated statements of operations.

Acquisition-related expenses are included in our consolidated statements of operations as follows:

Goodwill and Acquired Intangible Assets

The changes in the carrying amount of goodwill are as follows:

The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. The acquired goodwill reflects the synergies we expect from marketing and selling these new capabilities from Apex, Vulcan and Eureka to our customers. Acquired goodwill is generallynot tax deductible.

Acquired intangible assets subject to amortization are as follows:

Amortization of acquired intangible assets was $26.0 million, $19.5 million and $13.9 million in 2025, 2024 and 2023, respectively. At December 31, 2025, our acquired intangible assets are expected to be amortized over an estimated weighted average period of 4.9 years.

At December 31, 2025, estimated future amortization of intangible assets is as follows:

7. Leases

We have operating leases for office facilities. Our leases have remaining terms of underone year to just oversix years, some of which includeone or more options to renew, with renewal terms up tofive years and one of which includes an option to terminate the lease within the next five years.

The components of lease expense were as follows:

(1) Excludes sublease income.

In June 2024, we executed a sublease of a portion of our corporate headquarters through February 2032 and recognized $4.5 million of restructuring expense related to the associated impairment of leasehold improvements and furniture and fixtures.

Sublease income, which is recorded as a reduction of rent expense, was $1.6 million and $0.8 million in 2025 and 2024, respectively.

Rent expense for short-term leases was not material in 2025, 2024 and 2023.

Supplemental information related to leases was as follows:

Maturities of operating lease liabilities at December 31, 2025 were as follows:

Operating lease payments in the table above do not include $1.7 million, $1.8 million, $1.9 million, $1.9 million, $2.0 million and $2.5 million of sublease payments we expect to receive in 2026, 2027, 2028, 2029, 2030 and thereafter, respectively.

In January 2026, we entered into a new lease in Ireland with aten year term and expected future lease payments of $12.9 million.