Tenable Holdings, Inc.

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 95% of revenue in the three months ended June 30, 2026 and 96% of revenue in the three months ended June 30, 2025 and the six months ended June 30, 2026 and 2025.

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% of revenue in the three and nine months ended September 30, 2026 and 95% and 96% of revenue in the three and nine months ended September 30, 2025, respectively.

Previous wording

Interest income consists of income earned on cash and cash equivalents and short-term investments. Interest expense consists primarily of interest expense in connection with our Term Loan, unused commitment fees on our Revolving Credit Facility, and letter of credit fees. Other income (expense), net consists primarily of foreign currency remeasurement and transaction gains and losses and any realized and unrealized gains and losses, including impairment losses and gains related to our investments in privately held securities.

Current wording

Interest income consists of income earned on cash and cash equivalents and short-term investments. Interest expense consists primarily of interest expense and the amortization of debt issuance costs related to debt, unused commitment fees and letter of credit fees. Other income (expense), net consists primarily of foreign currency remeasurement and transaction gains and losses and any realized and unrealized gains and losses, including impairment losses and gains related to our investments in privately held securities.

Previous wording

Provision for income taxes consists of income taxes in all jurisdictions in which we conduct business and the related withholding taxes on sales with customers. We have recorded deferred tax assets for which a valuation allowance has been provided, including net operating loss carryforwards and tax credits. We expect to maintain this valuation allowance for the foreseeable future as it is more likely than not that some or all of those deferred tax assets may not be realized based on our history of losses. The valuation allowance is subject to change based on our ability to generate future taxable income. We will continue to evaluate the realization of deferred tax assets to determine changes to valuation allowance in future periods.

Current wording

(Benefit) provision for income taxes consists of income taxes in all jurisdictions in which we conduct business and the related withholding taxes on sales to customers as well as a discrete tax benefit associated with amending our 2024 U.S. federal income tax return to claim a refund of Base Erosion and Anti-Abuse Tax ("BEAT") previously paid. We have recorded deferred tax assets for which a valuation allowance has been provided, including net operating loss carryforwards and tax credits. We expect to maintain this valuation allowance for the foreseeable future as it is more likely than not that some or all of those deferred tax assets may not be realized based on our history of losses. The valuation allowance is subject to change based on our ability to generate future taxable income. We will continue to evaluate the realization of deferred tax assets to determine changes to valuation allowance in future periods.

Previous wording

(2) Stock-based compensation in the six months ended June 30, 2025 includes $14.6 million of expense related to the accelerated vesting of equity awards for our former Chairman and Chief Executive Officer.

Current wording

(2) Stock-based compensation in the nine months ended September 30, 2025 includes $14.6 million of expense related to the accelerated vesting of equity awards for our former Chairman and Chief Executive Officer.

Previous wording

The increase in revenue included an increase of $48.3 million from existing customers as of July 1, 2025, partially offset by a decrease of $4.2 million in revenue from new customers. U.S. revenue increased $16.8 million, or 7%. International revenue increased $27.3 million, or 12%.

Current wording

The increase in revenue included an increase of $25.6 million from existing customers as of October 1, 2025, partially offset by a decrease of $1.7 million in revenue from new customers. U.S. revenue increased $9.1 million, or 7%. International revenue increased $14.8 million, or 12%.

Previous wording

•a $1.1 million increase in sales commissions.

Current wording

•a $1.1 million increase in professional services.

Previous wording

•a $2.4 million increase in personnel costs, including a $0.9 million increase in stock-based compensation; and

Current wording

•a $0.9 million increase in sales commissions; and

Previous wording

•a $0.7 million increase in third-party cloud infrastructure costs; and

Current wording

•a $0.7 million increase in personnel costs, primarily related to increased stock-based compensation.

Previous wording

•a $1.8 million increase in professional services; and

Current wording

•a $1.8 million increase in third-party cloud infrastructure costs; and

Previous wording

•a $1.5 million increase in allocated overhead;

Current wording

•a $0.5 million increase in allocated overhead.

Previous wording

The decrease in general and administrative expense was primarily due to:

Current wording

The increase in general and administrative expense was primarily due to:

Previous wording

•a $1.8 million decrease in professional services.

Current wording

•a $0.8 million decrease in professional services.

Previous wording

Interest Income, Interest Expense and Other (Expense) Income, Net

Current wording

Interest Income, Interest Expense and Other Expense, Net

Previous wording

The $1.8 million decrease in interest income was due to a decrease in short-term investments and reduced rates of return. Interest expense decreased $0.7 million due to a decrease in the interest rate on our Term Loan. The $1.3 million decrease in Other income (expense), net was primarily due to increased foreign exchange losses.

Current wording

The $1.0 million decrease in interest income was due to a decrease in short-term investments and reduced rates of return. Interest expense increased $1.1 million primarily due to $2.6 million of remaining unamortized debt issuance costs and fees related to our Term Loan, partially offset by lower interest expense on our Term Loan. The $0.5 million decrease in other expense, net was primarily due to decreased foreign exchange losses.

Previous wording

•a $3.2 million increase in third-party cloud infrastructure costs;

Current wording

•$1.6 million of net tax benefits in foreign jurisdictions in which we conduct business. Income tax expense related to foreign jurisdictions was reduced by a $3.2 million interim intraperiod allocation, which was reversed in the three months ended December 31, 2025.

Previous wording

The increase in revenue included an increase of $23.3 million from existing customers as of July 1, 2025, partially offset by a decrease of $2.1 million in revenue from new customers. U.S. revenue increased $7.3 million, or 6%. International revenue increased $13.9 million, or 12%.

Current wording

The increase in revenue included an increase of $73.5 million from existing customers as of October 1, 2025, partially offset by a decrease of $5.4 million in revenue from new customers. U.S. revenue increased $26.0 million, or 7%. International revenue increased $42.1 million, or 12%.

Previous wording

•a $1.0 million increase in professional services.

Current wording

•a $1.0 million increase in the cost of goods; partially offset by

Previous wording

The decrease in sales and marketing expense was primarily due to:

Current wording

The increase in sales and marketing expense was primarily due to:

Previous wording

•a $1.7 million increase in personnel costs, including an unfavorable foreign currency impact of $5.7 million and a $1.3 million decrease in stock-based compensation;

Current wording

•a $3.1 million increase in personnel costs, including a $1.8 million increase in stock-based compensation and an unfavorable foreign currency impact of $1.6 million; and

Previous wording

•a $1.7 million decrease in expenses for demand generation programs, including advertising, sponsorships, and brand awareness efforts; and

Current wording

•a $1.5 million decrease in expenses for demand generation programs, including advertising, sponsorships, and brand awareness efforts; and

Previous wording

The decrease in research and development expense was primarily due to:

Current wording

The increase in research and development expense was primarily due to:

Previous wording

•a $2.1 million increase in refundable research and development tax credits; and

Current wording

•a $2.1 million increase in allocated overhead;

Previous wording

•a $0.6 million increase in third-party cloud infrastructure costs.

Current wording

•a $0.6 million increase in software subscription costs; and

Previous wording

•a $2.5 million increase in refundable R&D tax credits; and

Current wording

•a $2.1 million increase in refundable R&D tax credits; and

Previous wording

•a $12.8 million decrease in personnel costs primarily related to the accelerated vesting of equity awards for our former Chairman and Chief Executive Officer in the six months ended June 30, 2025;

Current wording

•a $11.2 million decrease in personnel costs primarily related to the accelerated vesting of equity awards for our former Chairman and Chief Executive Officer in the nine months ended September 30, 2025;

Previous wording

•a $2.6 million increase in personnel costs;

Current wording

•a $2.6 million decrease in professional services.

Previous wording

Restructuring in the three months ended June 30, 2026 included non-ordinary course severance and employee related benefits.

Current wording

Restructuring in the nine months ended September 30, 2026 included non-ordinary course severance and employee related benefits.

Previous wording

The $3.7 million decrease in interest income was due to a decrease in short-term investments and reduced rates of return. Interest expense decreased $1.3 million due to a decrease in the interest rate on our Term Loan. Other income (expense), net decreased $2.1 million primarily due to an increase in foreign exchange losses.

Current wording

The $4.7 million decrease in interest income was due to a decrease in short-term investments and reduced rates of return. Interest expense decreased $0.2 million primarily due to a decrease in interest expense for our Term Loan, partially offset by $2.6 million of remaining unamortized debt issuance costs and fees related to our Term Loan. Other expense, net increased $1.7 million primarily due to an increase in foreign exchange losses.

Previous wording

At June 30, 2026, we had $125.4 million of cash and cash equivalents, which consisted of bank deposits and money market funds, and $172.9 million of short-term investments, which consisted of commercial paper, asset backed securities, U.S. Treasury and agency obligations and corporate and Yankee bonds.

Current wording

At September 30, 2026, we had $317.4 million of cash and cash equivalents, which consisted of bank deposits and money market funds, and $177.9 million of short-term investments, which consisted of commercial paper, asset backed securities, U.S. Treasury and agency obligations and corporate bonds.

Previous wording

We have historically generated significant operating losses, as reflected by our accumulated deficit of $892.2 million at June 30, 2026.

Current wording

We have historically generated significant operating losses, as reflected by our accumulated deficit of $880.9 million at September 30, 2026.

Previous wording

We typically invoice our customers in advance, however multi-year subscriptions are increasingly being invoiced annually in installments. Deferred revenue consists primarily of the unearned portion of billed fees for our subscriptions and perpetual licenses, which is subsequently recognized as revenue in accordance with our revenue recognition policy. At June 30, 2026, we had deferred revenue of $849.4 million, of which $670.1 million was recorded as a current liability and is expected to be recognized as revenue in the next 12 months, provided all other revenue recognition criteria are met.

Current wording

We typically invoice our customers in advance, however multi-year subscriptions are increasingly being invoiced annually in installments. Deferred revenue consists primarily of the unearned portion of billed fees for our subscriptions and perpetual licenses, which is subsequently recognized as revenue in accordance with our revenue recognition policy. At September 30, 2026, we had deferred revenue of $863.4 million, of which $685.4 million was recorded as a current liability and is expected to be recognized as revenue in the next 12 months, provided all other revenue recognition criteria are met.

Previous wording

We believe that our existing cash and cash equivalents and short-term investments will be sufficient to fund our operating and capital needs for at least the next 12 months and for the foreseeable future. Our future capital requirements will depend on many factors, including our revenue growth rate, subscription renewal activity, the timing and extent of spending to support further infrastructure and research and development efforts, the timing and extent of additional capital expenditures to invest in new and existing office spaces, the expansion of sales and marketing and international operating activities, any acquisitions of complementary businesses and technologies, the timing of our introduction of new product capabilities and enhancements of our platform and the continuing market acceptance of our platform. It may be necessary to seek additional equity or debt financing to fund our operating and capital needs. In the event that financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, operating results and financial condition would be adversely affected.

Current wording

We believe that our existing cash and cash equivalents, short-term investments and borrowing capacity under our 2026 Revolving Credit Facility will be sufficient to fund our operating and capital needs for at least the next 12 months and for the foreseeable future. Our future capital requirements will depend on many factors, including our revenue growth rate, subscription renewal activity, the timing and extent of spending to support further infrastructure and research and development efforts, the timing and extent of additional capital expenditures to invest in new and existing office spaces, the expansion of sales and marketing and international operating activities, any acquisitions of complementary businesses and technologies, the timing of our introduction of new product capabilities and enhancements of our platform and the continuing market acceptance of our platform. It may be necessary to seek additional equity or debt financing to fund our operating and capital needs. In the event that financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, operating results and financial condition would be adversely affected.

Previous wording

During the three months ended June 30, 2026, we purchased 5.2 million shares for $100.0 million, and during the six months ended June 30, 2026, we purchased 11.4 million shares for $230.0 million. Since the inception of the share repurchase program and through June 30, 2026, we have purchased a total of 21.9 million shares for $592.4 million.

Current wording

During the three and nine months ended September 30, 2026, we repurchased 6.8 million shares for $223.8 million and 18.2 million shares for $453.8 million, respectively. Since we began repurchasing our common stock in 2023 and through September 30, 2026, we have purchased a total of 28.8 million shares for $816.2 million.

Previous wording

Net cash provided by investing activities increased by $199.4 million, primarily due to a $196.2 million decrease in cash paid for acquisitions.

Current wording

Net cash provided by investing activities increased by $187.5 million, primarily due to a $196.2 million decrease in cash paid for acquisitions.

Previous wording

Net cash used in financing activities increased by $108.5 million, primarily due to a $105.2 million increase in repurchases of our common stock under our repurchase program.

Current wording

Net cash used in financing activities decreased by $80.1 million, primarily due to $186.1 million net proceeds from our Convertible Senior Notes, partially offset by a $98.6 million increase in repurchases of our common stock under our repurchase program and a $7.1 million increase in cash paid for taxes related to net share settlement of equity awards.

Previous wording

We have certain contractual obligations for future payments. See Note 6 to our consolidated financial statements for our required operating lease payments and Note 8 to our consolidated financial statements for our required payments to Microsoft and AWS for cloud services.

Current wording

We have certain contractual obligations for future payments. See Notes 6, 7 and 8 to our consolidated financial statements for our required operating lease payments, debt and required payments to Microsoft and AWS for cloud services.