Tenable Holdings, Inc.
For the period ended Mar 31, 2026. Filed May 5, 2026.
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.
Mar 31, 2026 · Filed May 5, 2026
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9. Stock-Based Compensation
- Stock-Based Compensation
Stock-based compensation expense included in the consolidated statements of operations was as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2026 | 2025 |
| Cost of revenue | $3,275 | $3,315 |
| Sales and marketing | 17,473 | 16,630 |
| Research and development | 13,029 | 12,967 |
| General and administrative(1) | 10,077 | 22,991 |
| Total stock-based compensation expense | $43,854 | $55,903 |
(1) Stock-based compensation in the three months ended March 31, 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 March 31, 2026 is presented below:
| Unrecognized Stock-Based Compensation Expense (in thousands) | Estimated Weighted Average Period (in years) | |
|---|---|---|
| Restricted stock units ("RSUs") | $416,633 | 3.0 |
| Performance stock units ("PSUs") | 18,764 | 3.7 |
| Restricted stock | 4,482 | 2.2 |
| 2018 Employee Stock Purchase Plan ("2018 ESPP") | 17,819 | 0.9 |
Restricted Stock, RSUs and PSUs
A summary of our restricted stock, RSU and PSU activity is presented below:
| Restricted Stock | RSUs | PSUs | ||||
|---|---|---|---|---|---|---|
| (in thousands, except for per share data) | Number of Shares | WeightedAverageGrant Date Fair Value | Number of Shares | WeightedAverageGrant Date Fair Value | Number of Shares | WeightedAverageGrant Date Fair Value |
| Unvested balance at December 31, 2025 | 185 | $34.83 | 8,994 | $38.72 | 279 | $40.37 |
| Granted | — | — | 9,478 | 19.45 | 826 | 19.38 |
| Performance adjustment(1) | — | — | — | — | (6) | 38.37 |
| Vested | (36) | 40.05 | (1,699) | 40.39 | (66) | 40.11 |
| Forfeited | — | — | (547) | 38.27 | — | — |
| Unvested balance at March 31, 2026 | 149 | 33.58 | 16,226 | 27.31 | 1,033 | 23.61 |
(1) Represents adjustments due to actual performance measured against predefined financial performance targets.
In January 2026, under the evergreen provision in our 2018 Equity Incentive Plan we reserved an additional 5.9 million shares of our common stock. At March 31, 2026, there were 23.2 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 Shares | WeightedAverageExercise Price | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value |
|---|---|---|---|---|
| Outstanding at December 31, 2025 | 1,403 | $12.70 | 2.0 | $15,210 |
| Exercised(1) | (27) | 6.17 | 398 | |
| Forfeited/canceled | (1) | 9.66 | — | |
| Outstanding and exercisable at March 31, 2026 | 1,375 | 12.83 | 1.7 | 6,195 |
2018 Employee Stock Purchase Plan
In the three months ended March 31, 2026, employees purchased 0.5 million shares of our common stock at a weighted average price of $16.35 per share, resulting in $8.7 million of cash proceeds. At March 31, 2026, there were $1.2 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 the following assumptions:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Expected term (in years) | 0.5 — 2.0 | 0.5 — 2.0 |
| Expected volatility | 34.5% — 39.2% | 30.6% — 38.2% |
| Risk-free interest rate | 3.4% — 3.6% | 3.9% — 4.2% |
| Expected dividend yield | — | — |
Under the evergreen provision in our 2018 ESPP, in January 2026 we reserved an additional 1.8 million shares of our common stock. At March 31, 2026, there were 12.5 million shares reserved for issuance under the 2018 ESPP.
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