Tenable Holdings, Inc.

7. Debt

Convertible Senior Notes

On September 15, 2026, we completed a private offering of $800.0 million aggregate principal amount of 0.25% convertible senior notes due 2031 (the "Convertible Senior Notes"). Net proceeds were $778.8 million after deducting the initial purchasers' discount and other issuance costs of $21.2 million. We used $358.1 million of the net proceeds to repay our senior secured term loan facility under our 2021 Credit Agreement, $64.1 million to fund the capped call transactions and $170.5 million to repurchase 5.3 million shares of our common stock, and added $186.1 million of cash and cash equivalents.

The Convertible Senior Notes are senior, unsecured obligations that bear interest at 0.25% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15, 2027. The Convertible Senior Notes mature September 15, 2031, unless earlier converted, redeemed, or repurchased.

The initial conversion rate is 22.3005 shares of common stock per $1,000 principal, equivalent to an initial conversion price of approximately $44.84 per share, which is a 40% premium over our closing stock price of $32.03 on September 10, 2026. Upon conversion, we will settle up to the principal amount in cash and may settle any excess obligations in cash, shares of common stock, or a combination, at our election.

Prior to June 15, 2031, holders may require us to convert all or any portion of the Convertible Senior Notes if one of the following conditions is met:

•Share price condition: the last reported sale price of the common stock equals or exceeds 150% of the conversion price for at least 20 of the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter, beginning in 2027.

•Trading price condition: during thefive business days after anyten consecutive trading day period in which the trading price of the Convertible Senior Notes was less than 98% of the product of the common stock price and the conversion rate.

•Redemption trigger: we call the Convertible Senior Notes for redemption.

•Corporate events trigger: upon the occurrence of specified corporate events, as provided in the indenture governing the Convertible Senior Notes.

The Convertible Senior Notes are freely convertible from June 15, 2031 until the second scheduled trading day before maturity. The maximum shares issuable upon conversion is 24,976,560 shares, subject to adjustment.

If we undergo a fundamental change, holders may require us to repurchase in cash all or a portion of their Convertible Senior Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest.

On or after September 20, 2029, we may redeem all or any portion of the Convertible Senior Notes if the last reported sale price of our common stock exceeds 130% of the then-current conversion price for at least 20 of the 30 consecutive trading days ending on the day before our redemption notice, at a redemption price of 100% of principal plus accrued interest. We may also redeem all remaining Convertible Senior Notes if the outstanding principal falls below $80.0 million.

The Convertible Senior Notes are accounted for as a liability at amortized cost, net of unamortized debt issuance costs. No portion of the proceeds is attributable to the conversion feature, as the embedded conversion option is indexed to and classified in our equity and does not require separate accounting as an embedded derivative.

The table below summarizes the carrying value of the Convertible Senior Notes:

At September 30, 2026, the fair value of our Convertible Senior Notes was approximately $826.7 million. In the fair value hierarchy, our Convertible Senior Notes are classified as Level 2 as they are traded in less active markets.

Debt issuance costs are amortized to interest expense using the effective interest rate method. The effective interest rate on the Convertible Senior Notes was 0.8%. Interest expense related to the Convertible Senior Notes was $0.3 million for the three and nine months ended September 30, 2026, which includes nominal interest expense and the amortization of the debt issuance costs.

Capped Calls

In connection with the pricing of the Convertible Senior Notes, we entered into privately negotiated capped call transactions (the "Capped Calls") with certain financial institutions for aggregate consideration of $64.1 million. The Capped Calls are generally expected to reduce the potential dilution to our common stock upon any conversion of the Convertible Senior Notes and offset any cash payments we are required to make in excess of the principal amount upon conversion. The cap price of the Capped Calls will initially be $64.06 per share of common stock, which represents a premium of 100% over the last reported sale price of the common stock on September 10, 2026, and is subject to certain customary adjustments under the terms of the Capped Calls. Capped Calls are equity-classified, are not remeasured each reporting period, and are recorded as a reduction to additional paid-in capital in the consolidated balance sheet.

Credit Agreements

Our 2021 Credit Agreement consisted of a $375.0 million senior secured term loan facility ("Term Loan") and a $50.0 million senior secured revolving credit facility ("2021 Revolving Credit Facility").

On September 15, 2026, we used a portion of the net proceeds from the issuance of our Convertible Senior Notes to repay the outstanding balance of our Term Loan of $358.1 million, plus accrued and unpaid interest, and recognized additional interest expense related to the remaining $2.6 million unamortized debt issuance costs and fees.

Our 2021 Revolving Credit Facility expired on July 7, 2026. On October 13, 2026, we entered into a $400.0 million senior secured revolving credit facility ("2026 Revolving Credit Facility"), including a $40.0 million sublimit for the issuance of letters of credit, that matures on October 13, 2031. The 2026 Revolving Credit Facility may be used for working capital and general corporate purposes. At November 3, 2026, we haveno borrowings and $0.2 million of outstanding letters of credit.

Borrowings bear interest at a base rate, a term Secured Overnight Financing Rate (“SOFR”) or an alternative currency rate, plus a margin based upon our Total Leverage Ratio. Additionally, we pay a commitment fee of 0.175% to 0.35% of unused availability based on our Total Leverage Ratio.