tenb-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

__________________


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2025


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____ to _____

Commission file number 001-38600

__________________

TENABLE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

__________________


Delaware						47-5580846
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

6100 Merriweather Drive, Columbia, Maryland 21044

(Address of principal executive offices, including zip code)

(410) 872-0555

(Registrant’s telephone number, including area code)

__________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TENB	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Emerging growth company

☐

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the Registrant's common stock outstanding as of May 1, 2025 was 122,170,671.

TENABLE HOLDINGS, INC.

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		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Loss	5
	Consolidated Statements of Stockholders' Equity	6
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8
	1. Business and Summary of Significant Accounting Policies	8
	2. Revenue	9
	3. Cash Equivalents and Short-Term Investments	10
	4. Fair Value Measurements	11
	5. Property and Equipment, Net	13
	6. Acquisitions, Goodwill and Intangible Assets	13
	7. Leases	15
	8. Debt	15
	9. Commitments and Contingencies	16
	10. Stock-Based Compensation	17
	11. Income Taxes	18
	12. Net Loss Per Share	19
	13. Geographic Information	19

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 6.	Exhibits	40
	Signatures	41

Where You Can Find More Information

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (https://investors.tenable.com), our filings with the Securities and Exchange Commission (SEC), our website, webcasts, press releases, and conference calls. We use these mediums, including our website, to communicate with investors and the general public about our company, our products, and other issues, and for complying with our disclosure obligations under Regulation FD. It is possible that the information that we make available on our website may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website, in addition to following our SEC filings, our webcasts, press releases, and conference calls. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q. These channels be may updated from time to time on our investor relations website.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TENABLE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


	March 31, 2025		December 31, 2024
(in thousands, except per share data)	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	233,441	$	328,647
Short-term investments	226,836		248,547
Accounts receivable (net of allowance for doubtful accounts of $748 and $525 at March 31, 2025 and December 31, 2024, respectively)	167,793		258,734
Deferred commissions	51,247		51,791
Prepaid expenses and other current assets	67,106		53,026
Total current assets	746,423		940,745
Property and equipment, net	41,343		39,265
Deferred commissions (net of current portion)	65,582		67,914
Operating lease right-of-use assets	40,951		45,139
Acquired intangible assets, net	128,597		94,461
Goodwill	656,481		541,292
Other assets	14,200		13,303
Total assets	$	1,693,577	$	1,742,119

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	17,684	$	19,981
Accrued compensation	51,432		55,784
Deferred revenue	633,224		650,372
Operating lease liabilities	6,305		6,801
Other current liabilities	6,346		5,154
Total current liabilities	714,991		738,092
Deferred revenue (net of current portion)	175,151		182,815
Term loan, net of issuance costs (net of current portion)	356,068		356,705
Operating lease liabilities (net of current portion)	54,621		56,224
Other liabilities	9,585		8,329
Total liabilities	1,310,416		1,342,165

Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized; 124,484 and 122,371 shares issued at March 31, 2025 and December 31, 2024, respectively)	1,245		1,224
Additional paid-in capital	1,440,770		1,374,659
Treasury stock (at cost: 4,282 and 2,673 shares at March 31, 2025 and December 31, 2024, respectively)	(174,911)		(114,911)
Accumulated other comprehensive income	328		318
Accumulated deficit	(884,271)		(861,336)
Total stockholders’ equity	383,161		399,954
Total liabilities and stockholders’ equity	$	1,693,577	$	1,742,119

The accompanying notes are an integral part of these consolidated financial statements.

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
(in thousands, except per share data)	2025		2024
Revenue	$	239,137	$	215,961
Cost of revenue	52,460		48,932
Gross profit	186,677		167,029
Operating expenses:
Sales and marketing	103,182		99,825
Research and development	53,223		43,727
General and administrative	47,983		31,018
Restructuring	—		1,389
Total operating expenses	204,388		175,959
Loss from operations	(17,711)		(8,930)
Interest income	4,927		5,624
Interest expense	(7,011)		(8,112)
Other income (expense), net	474		(1,310)
Loss before income taxes	(19,321)		(12,728)
Provision for income taxes	3,614		1,658
Net loss	$	(22,935)	$	(14,386)

Net loss per share, basic and diluted	$	(0.19)	$	(0.12)
Weighted-average shares used to compute net loss per share, basic and diluted	120,083		117,542

The accompanying notes are an integral part of these consolidated financial statements.

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended March 31,
(in thousands)	2025		2024
Net loss	$	(22,935)	$	(14,386)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on available-for-sale securities, net	10		(223)
Other comprehensive income (loss)	10		(223)
Comprehensive loss	$	(22,925)	$	(14,609)

The accompanying notes are an integral part of these consolidated financial statements.

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)


				Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Total Stockholders’ Equity
	Common Stock					Treasury Stock				Accumulated Deficit
(in thousands)	Shares	Amount
Balance at December 31, 2024	122,371	$	1,224	$	1,374,659	$	(114,911)	$	318	$	(861,336)	$	399,954
Exercise of stock options	52	—		347		—		—		—		347
Vesting of restricted stock units	1,599	16		(16)		—		—		—		—
Vesting of performance stock units	163	2		(2)		—		—		—		—
Issuance of common stock under employee stock purchase plan	299	3		9,698		—		—		—		9,701
Purchase of treasury stock	—	—		—		(60,000)		—		—		(60,000)
Fair value of replacement equity attributable to pre-acquisition service	—	—		35		—		—		—		35
Stock-based compensation	—	—		56,049		—		—		—		56,049
Other comprehensive income	—	—		—		—		10		—		10
Net loss	—	—		—		—		—		(22,935)		(22,935)
Balance at March 31, 2025	124,484	$	1,245	$	1,440,770	$	(174,911)	$	328	$	(884,271)	$	383,161

Balance at December 31, 2023	117,504	$	1,175	$	1,185,100	$	(14,934)	$	38	$	(825,035)	$	346,344
Exercise of stock options	455	5		1,869		—		—		—		1,874
Vesting of restricted stock units	1,313	13		(13)		—		—		—		—
Vesting of performance stock units	48	—		—		—		—		—		—
Issuance of common stock under employee stock purchase plan	305	3		9,881		—		—		—		9,884
Purchase of treasury stock	—	—		—		(24,991)		—		—		(24,991)

Stock-based compensation	—	—		40,446		—		—		—		40,446
Other comprehensive loss	—	—		—		—		(223)		—		(223)
Net loss	—	—		—		—		—		(14,386)		(14,386)
Balance at March 31, 2024	119,625	$	1,196	$	1,237,283	$	(39,925)	$	(185)	$	(839,421)	$	358,948

The accompanying notes are an integral part of these consolidated financial statements.

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
(in thousands)	2025		2024
Cash flows from operating activities:
Net loss	$	(22,935)	$	(14,386)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	9,854		8,232
Stock-based compensation	55,903		39,719
Net accretion of discounts and amortization of premiums on short-term investments	(1,180)		(2,284)
Amortization of debt issuance costs	349		329


Other	979		1,611
Changes in operating assets and liabilities:
Accounts receivable	92,968		63,437
Prepaid expenses and other assets	(9,875)		5,216
Accounts payable, accrued expenses and accrued compensation	(8,491)		(22,017)
Deferred revenue	(32,507)		(27,789)
Other current and noncurrent liabilities	2,342		(1,742)
Net cash provided by operating activities	87,407		50,326

Cash flows from investing activities:
Purchases of property and equipment	(6,553)		(665)
Capitalized software development costs	(624)		(2,532)
Purchases of short-term investments	(38,445)		(77,465)
Sales and maturities of short-term investments	61,345		65,570
Proceeds from other investments	664		3,512

Business combinations, net of cash acquired	(148,510)		—
Net cash used in investing activities	(132,123)		(11,580)

Cash flows from financing activities:
Payments on term loan	(938)		(938)

Proceeds from stock issued in connection with the employee stock purchase plan	9,701		9,884
Proceeds from the exercise of stock options	347		1,874
Purchase of treasury stock	(60,000)		(24,991)

Net cash used in financing activities	(50,890)		(14,171)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	400		(1,730)
Net (decrease) increase in cash and cash equivalents and restricted cash	(95,206)		22,845
Cash and cash equivalents and restricted cash at beginning of period	328,647		237,132
Cash and cash equivalents and restricted cash at end of period	$	233,441	$	259,977

Supplemental disclosure of cash flow information:
Cash paid for interest	$	6,574	$	7,611
Cash paid for income taxes, net of refunds	2,362		2,987
Supplemental cash flow information related to leases:
Cash payments for operating leases	$	2,726	$	2,318

The accompanying notes are an integral part of these consolidated financial statements.

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TENABLE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business and Summary of Significant Accounting Policies

Business Description

Tenable Holdings, Inc. (the “Company,” “we,” "us," or “our”) is a provider of exposure management solutions. Exposure management is the evolution of vulnerability management, advancing risk assessment and prioritization across the entire attack surface – from IT infrastructure to cloud environments to critical infrastructure. We unify security visibility, insight and action across this attack surface, equipping modern organizations to expose and close the cybersecurity gaps that erode business value, reputation and trust.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Tenable Holdings, Inc. and our wholly owned subsidiaries and have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) for interim financial information. All intercompany accounts and transactions have been eliminated in consolidation.

The consolidated statements are unaudited and should be read in conjunction with the consolidated financial statements and related notes included in our 2024 Annual Report on Form 10-K ("10-K") filed with the Securities and Exchange Commission on February 24, 2025. The consolidated financial statements have been prepared on a basis consistent with the audited annual consolidated financial statements included in the 10-K and, in the opinion of management, include all adjustments of a normal recurring nature necessary to fairly state our financial position, our results of operations, and cash flows.

The results for the three months ended March 31, 2025 are not necessarily indicative of the operating results expected for the year ending December 31, 2025 or any other future period.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates include, but are not limited to, the determination of the estimated economic life of perpetual licenses for revenue recognition, the estimated period of benefit for deferred commissions, the useful lives of long-lived assets, the fair value of acquired intangible assets, the valuation of stock-based compensation, the incremental borrowing rate for operating leases, and the valuation of deferred tax assets and investments. We base these estimates on historical experience and on various other assumptions that we believe to be reasonable. Actual results could differ significantly from these estimates.

Significant Accounting Policies

Our significant accounting policies are described in our 10-K. During the three months ended March 31, 2025, there were no material changes to our significant accounting policies from those described in our 10-K.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to provide greater disaggregation within their annual rate reconciliation, including new requirements to present reconciling items on a gross basis in specified categories, disclose both percentages and dollar amounts, and disaggregate individual reconciling items by jurisdiction and nature when the effect of the items meet a quantitative threshold. The guidance also requires disaggregating the annual disclosure of income taxes paid, net of refunds received, by federal (national), state, and

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foreign taxes, with separate presentation of individual jurisdictions that meet a quantitative threshold. The guidance is effective for our annual periods beginning January 1, 2025 on a prospective basis, with a retrospective option. Adopting this guidance will result in additional annual tax disclosures but will not impact our provision for income taxes, deferred tax assets or deferred tax liabilities.

In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items. The ASU also requires disclosure of the total amount of selling expenses recognized in continuing operations on an annual and interim basis and disclosure of a public business entity’s definition of selling expenses on an annual basis (or in interim reporting periods if the definition is changed). In January 2025, the FASB issued ASU 2025-01 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to highlight the effective date of ASU 2024-03. The guidance is effective for our annual periods beginning on January 1, 2027 on a prospective basis, with a retrospective option, and interim reporting periods beginning on January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.

2. Revenue

Disaggregation of Revenue

The following table presents a summary of revenue:


	Three Months Ended March 31,
(in thousands)	2025		2024
Subscription revenue	$	220,443	$	197,635
Perpetual license and maintenance revenue	11,552		12,156
Professional services and other revenue	7,142		6,170
Revenue	$	239,137	$	215,961

Concentrations

We sell and market our products and services through our field sales force that works closely with our channel partners, which includes a network of distributors and resellers, in developing sales opportunities. We use a two-tiered channel model whereby we sell our products and services to our distributors, which in turn sell to resellers, which then sell to end users. Revenue derived through our channel network comprised 94% and 93% of revenue in the three months ended March 31, 2025 and 2024, respectively. One of our distributors accounted for 32% and 34% of revenue in the three months ended March 31, 2025 and 2024, respectively. That same distributor accounted for 30% and 29% of accounts receivable at March 31, 2025 and December 31, 2024, respectively.

Contract Balances

We generally bill our customers in advance and accounts receivable are recorded when we have the right to invoice the customer. Contract liabilities consist of deferred revenue and include customer billings and payments received in advance of performance under the contract. In the three months ended March 31, 2025 and 2024, we recognized revenue of $224.1 million and $201.0 million, respectively, that was included in the deferred revenue balance at the beginning of the respective periods.

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Remaining Performance Obligations

The following summarizes the future estimated revenue related to unsatisfied performance obligations:


			March 31,
(in thousands)			2025

SEC Form 10-Q filed by Tenable Holdings Inc.