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 13, 2026 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 2, 2026

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, 2025 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,

Fiscal 2025 was a year of significant change and display of resilience in our company. We began the year coping with the tragic passing of our beloved Chief Executive Officer Amit Yoran, and since that time adopted a Co-Chief Executive Officer structure to lead the company, and made significant additions to our executive team with a new Chief Product Officer, Chief Financial Officer, Chief Technology Officer, and Chief Revenue Officer. Since our inception, and specifically through this transition, our mission from day one has been clear and consistent: empower organizations to understand and reduce their cybersecurity risk. We have stayed focused on this mission and as a result we had approximately $1 billion in revenue in 2025 and have received recognition across major industry analysts for our exposure management platform.

This focus and mandate is particularly important as the industry has been shifting away from reactive detection and response toward a preemptive security approach, and we are leading this transformation with our exposure management platform, Tenable One. That mission has become more critical—and more complex—than ever before. The rapid adoption of AI and LLMs has dramatically reshaped the threat landscape, creating an "invisible" attack surface that most organizations are not yet equipped to manage. We have positioned Tenable One as the essential platform for this new reality. Our customers and partners are no longer just looking to find vulnerabilities; they are looking to anticipate attacks and reduce risk before it becomes a crisis.

Our commitment to our customers and partners

We aim to be in lockstep with our customers, ensuring we address their most pressing cybersecurity challenges: securing the cloud, managing the convergence of IT and OT, and securing the AI attack surface.

In 2025, we continued to see a significant shift in how our customers are wanting to consume security. They are moving away from fragmented, siloed solutions and consolidating on Tenable One, our exposure management platform. This platform approach is designed to allow them to unify visibility, insight, and action across their entire environment. As a result of this transition, we exited the year with Tenable One representing a record 46% of our new business.

We also moved quickly to address the risks associated with Generative AI. Through the launch of Tenable AI Exposure, we now empower organizations to discover and secure AI usage across their enterprise, providing a complete view of where AI operates and where exposure is created. We are proud to be recognized as a leader in this space, helping our customers navigate the AI era with confidence.

Our commitment to our employees

As a company, we believe that when we work together, we win together. 2025 was a year of strategic evolution for our leadership and our team. Our Co-Chief Executive Officer structure has allowed us to effectively balance operational rigor with strategic expansion. We also welcomed key leaders to our executive team, including Eric Doerr as Chief Product Officer, Matthew Brown as Chief Financial Officer, Vlad Korsunsky as Chief Technology Officer, and Dino DiMarino as Chief Revenue Officer, to help drive our next phase of growth and innovation.

To maintain our leadership position, we must remain agile. In 2025, we invested heavily in innovation, specifically in Tenable One and AI security. Our employees are dedicated to focusing on the initiatives that deliver impact and value to our customers. We remain committed to supporting our team with the tools, benefits, and culture they need to excel in a fast-paced industry.

Our commitment to our stockholders

Our stockholders play a vital role in our success, and we remain committed to fostering strong, transparent relationships. We are proud of our disciplined approach to balanced growth, which has allowed us to drive significant margin expansion even as we invest in critical areas like AI and cloud security.

In 2025, we achieved significant financial milestones:

•Calculated Current Billings (CCB): $1.049 billion, surpassing the $1 billion milestone for the first time.

•Revenue: $999.4 million, an 11% increase year-over-year

•Non-GAAP Operating Margin: 21.9%, an expansion of 140 basis points year-over-year.

•Unlevered Free Cash Flow: $277.0 million, a 16.5% increase year-over-year.

We are also committed to returning capital to our shareholders. As of December 31, 2025, we have repurchased 10.6 million shares for approximately $362 million, and we have increased our repurchase authorization to accelerate this program, reflecting our confidence in Tenable’s long-term value.

Our commitment to corporate social responsibility

We take pride in the communities where we live and work. As we scale, we continue to prioritize environmental stewardship and the cultivation of an inclusive culture. Our work in securing critical infrastructure and AI—from national electric grids to educational consortiums—ensures that the essential services our society relies on remain safe and operational. We recognize that building a safer digital world goes hand-in-hand with building a sustainable and inclusive future for all.

Conclusion

While 2025 was a year of change, it was also a year of validation. The market has embraced exposure management, and Tenable is leading the way with approximately $1 billion in revenue, a customer base with over 40,000 customers and an industry leading platform. As we look to the remainder of 2026 and beyond, we believe we are setting the foundation for accelerating growth, driven by the continued adoption of Tenable One and the vast opportunities in AI security.

We are energized by the opportunities ahead and look forward to keeping our stakeholders informed as we reach new heights.

Sincerely,

Business Overview - 2025 Highlights

We are a leading provider of exposure management solutions. Exposure management is an increasingly critical category that extends foundational vulnerability management capabilities to advance risk assessment and prioritization across the entire attack surface - from IT infrastructure and cloud environments to critical infrastructure and artificial intelligence ("AI"). Tenable unifies security visibility, insight and action across this attack surface, equipping modern organizations to quickly identify and close the cybersecurity gaps that erode business value, reputation and trust.

Our 2025 business and financial highlights were as follows:

•Acquired Vulcan Cyber Ltd. ("Vulcan"), an innovator in cyber risk management, and Apex Security, Inc. ("Apex"), an innovator in securing the rapidly expanding AI attack surface.

•Launched Tenable Patch Management, an autonomous patch management solution built to quickly and effectively close vulnerability exposures.

•Released Identity 360 and Exposure Center, two capabilities designed to help organizations pinpoint identity risks and take swift, targeted action to prevent identity-based attacks.

•Achieved FedRAMP moderate authorization of Tenable One and Tenable Cloud Security.

•Launched Tenable One connectors and advanced risk dashboard, designed to seamlessly combine data from third-party security tools with our native sensor data for a comprehensive and actionable view of organizational risk.

•Launched Tenable AI Exposure, a comprehensive solution designed to see, manage and control the risks identified by generative and agentic AI.

•Released the next evolution of industry-leading Tenable Vulnerability Priority Rating (VPR), sharpening precision and enabling organizations to focus on risks that pose the greatest threat.

•Published the 2025 Cloud AI Risk Report, which examined the state of security risks in cloud AI development tools and frameworks and in AI services offered by the three major cloud providers and the 2025 Cloud Security Risk Report, which delivered in-depth, real-world insights into the most pressing security challenges organizations face.

•Awarded numerous industry and partner recognitions including: named a "Major Player" in IDC's inaugural MarketScape report for Cloud-Native Application Platforms (CNAPP); awarded two AI-powered security awards from the 2025 Globee Awards and 2025 Cyber Excellence Awards; ranked first in device vulnerability management market share for the seventh consecutive year by IDC; awarded a coveted five star rating for the Tenable Assure Partner Program by CRN and recognized as one of the top performers in cloud security in the 2025 CRN Annual Report Card Awards; named a "Leader" in both Worldwide Vulnerability and Exposure Management by IDC and Unified Vulnerability Management by Forrester; named a Leader in the 2025 Gartner® Magic Quadrant™ for Exposure Assessment Platforms and named a Customers’ Choice in the 2025 Gartner® Peer Insights™ Voice of the Customer for Cloud-Native Application Protection Platforms; and named as the company to beat for AI-Powered Exposure Assessment (EAP) in the 2025 Gartner® AI-Powered Exposure Assessment.

•S&P upgraded our credit rating to BB from B- in November 2025.

•Announced that our Board of Directors approved the repurchase of up to an additional $250 million of our common stock, increasing our stock repurchase program to $550 million in the aggregate.

•Appointed key leaders to our executive team, including, veteran technology leader Eric Doerr as Chief Product Officer, industry veteran Matthew Brown as Chief Financial Officer, and Microsoft cloud and AI security veteran Vlad Korsunsky as Chief Technology Officer.

•Revenue was $999.4 million, an 11% increase year-over-year.

•Calculated current billings was $1.049 billion, an 8% increase year-over-year.

•GAAP loss from operations was $9.2 million, compared to $6.9 million in 2024.

•Non-GAAP income from operations was $219.0 million, compared to $184.1 million in 2024.

•GAAP net loss was $36.1 million, compared to $36.3 million in 2024.

•GAAP net loss per share was $0.30, compared to $0.31 in 2024.

•Non-GAAP net income was $194.4 million, compared to $158.6 million in 2024.

•Non-GAAP diluted earnings per share was $1.59, compared to $1.29 in 2024.

•Cash and cash equivalents and short-term investments were $402.2 million at December 31, 2025, compared to $577.2 million at December 31, 2024.

•Net cash provided by operating activities was $266.8 million, compared to $217.5 million in 2024.

•Unlevered free cash flow was $277.0 million, compared to $237.8 million in 2024.

•Repurchased 7.9 million shares of our common stock for $247.5 million.