tenb-20260331

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, 2026


☐			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 April 30, 2026 was 110,271,973.

TENABLE HOLDINGS, INC.

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income (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, Short-Term Investments and Other Investments	11
	4. Property and Equipment, Net	12
	5. Goodwill and Intangible Assets	13
	6. Leases	13
	7. Debt	14
	8. Commitments and Contingencies	15
	9. Stock-Based Compensation	15
	10. Income Taxes	17
	11. Net Earnings (Loss) Per Share	17

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Issuer Purchases of Equity Securities	36
Item 6.	Exhibits	38
	Signatures	39

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 may be 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, 2026		December 31, 2025
(in thousands, except per share data)	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	139,190	$	187,762
Short-term investments	221,071		214,419
Accounts receivable (net of allowance for doubtful accounts of $794 and $656 at March 31, 2026 and December 31, 2025, respectively)	170,254		279,150
Deferred commissions	51,333		52,914
Prepaid expenses and other current assets	65,358		39,339
Total current assets	647,206		773,584
Property and equipment, net	42,438		40,062
Deferred commissions (net of current portion)	67,180		71,715
Operating lease right-of-use assets	43,818		35,558
Acquired intangible assets, net	108,513		115,296
Goodwill	697,886		697,886
Other assets	13,280		13,566
Total assets	$	1,620,321	$	1,747,667

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	18,878	$	21,889
Accrued compensation	50,156		69,166
Deferred revenue	679,987		706,866
Operating lease liabilities	8,041		9,596
Other current liabilities	5,384		5,432
Total current liabilities	762,446		812,949
Deferred revenue (net of current portion)	186,256		192,410
Term loan, net of issuance costs (net of current portion)	353,592		354,209
Operating lease liabilities (net of current portion)	57,688		50,877
Other liabilities	12,119		10,846
Total liabilities	1,372,101		1,421,291

Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized; 131,255 and 129,046 shares issued at March 31, 2026 and December 31, 2025, respectively)	1,313		1,290
Additional paid-in capital	1,638,765		1,586,727
Treasury stock (at cost: 16,682 and 10,596 shares at March 31, 2026 and December 31, 2025, respectively)	(495,711)		(364,574)
Accumulated other comprehensive (loss) income	(107)		387
Accumulated deficit	(896,040)		(897,454)
Total stockholders’ equity	248,220		326,376
Total liabilities and stockholders’ equity	$	1,620,321	$	1,747,667

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)	2026		2025
Revenue	$	262,058	$	239,137
Cost of revenue	56,669		52,460
Gross profit	205,389		186,677
Operating expenses:
Sales and marketing	106,989		103,182
Research and development	55,761		53,223
General and administrative	31,445		47,983
Restructuring	2,431		—
Total operating expenses	196,626		204,388
Income (loss) from operations	8,763		(17,711)
Interest income	3,040		4,927
Interest expense	(6,412)		(7,011)
Other (expense) income, net	(304)		474
Income (loss) before income taxes	5,087		(19,321)
Provision for income taxes	3,673		3,614
Net income (loss)	$	1,414	$	(22,935)

Net earnings (loss) per share:
Basic	$	0.01	$	(0.19)
Diluted	0.01		(0.19)

Weighted-average shares used to compute net earnings (loss) per share:
Basic	115,897		120,083
Diluted	117,691		120,083

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

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended March 31,
(in thousands)	2026		2025
Net income (loss)	$	1,414	$	(22,935)
Other comprehensive (loss) income, net of tax:
Unrealized (losses) gains on available-for-sale securities, net	(494)		10
Other comprehensive (loss) income	(494)		10
Comprehensive income (loss)	$	920	$	(22,925)

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				Shares	Amount
Balance at December 31, 2025	129,046	$	1,290	$	1,586,727	10,596	$	(364,574)	$	387	$	(897,454)	$	326,376
Exercise of stock options	27	—		168		—	—		—		—		168
Vesting of restricted stock units	1,608	16		(1,221)		—	—		—		—		(1,205)
Vesting of performance stock units	39	1		(1)		—	—		—		—		—

Issuance of common stock under employee stock purchase plan	535	6		8,732		—	—		—		—		8,738
Taxes paid related to net share settlement of equity awards	—	—		—		—	(1,463)		—		—		(1,463)
Purchase of treasury stock	—	—		—		6,123	(130,879)		—		—		(130,879)
Shares issued from Treasury	—	—		—		(37)	1,205		—		—		1,205

Stock-based compensation	—	—		44,360		—	—		—		—		44,360
Other comprehensive loss	—	—		—		—	—		(494)		—		(494)
Net income	—	—		—		—	—		—		1,414		1,414
Balance at March 31, 2026	131,255	$	1,313	$	1,638,765	16,682	$	(495,711)	$	(107)	$	(896,040)	$	248,220

Balance at December 31, 2024	122,371	$	1,224	$	1,374,659	2,673	$	(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	—	—		—		1,609	(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	4,282	$	(174,911)	$	328	$	(884,271)	$	383,161

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)	2026		2025
Cash flows from operating activities:
Net income (loss)	$	1,414	$	(22,935)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	10,228		9,854
Stock-based compensation	43,854		55,903
Net accretion of discounts and amortization of premiums on short-term investments	(469)		(1,180)


Other	1,349		1,328
Changes in operating assets and liabilities:
Accounts receivable	108,758		92,968
Prepaid expenses and other assets	(17,936)		(9,875)
Accounts payable, accrued expenses and accrued compensation	(22,663)		(8,491)
Deferred revenue	(33,033)		(32,507)
Other current and noncurrent liabilities	(3,531)		2,342
Net cash provided by operating activities	87,971		87,407

Cash flows from investing activities:
Purchases of property and equipment	(2,587)		(6,553)
Capitalized software development costs	(2,745)		(624)
Purchases of short-term investments	(44,712)		(38,445)
Sales and maturities of short-term investments	38,034		61,345
Proceeds from other investments	—		664
Purchases of other investments	(200)		—
Business combinations, net of cash acquired	—		(148,510)
Net cash used in investing activities	(12,210)		(132,123)

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

Proceeds from stock issued in connection with the employee stock purchase plan	8,738		9,701
Proceeds from the exercise of stock options	168		347
Payments for taxes related to net share settlement of equity awards	(1,463)		—
Purchase of treasury stock	(130,218)		(60,000)

Net cash used in financing activities	(123,713)		(50,890)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(620)		400
Net decrease in cash and cash equivalents and restricted cash	(48,572)		(95,206)
Cash and cash equivalents and restricted cash at beginning of period	187,762		328,647
Cash and cash equivalents and restricted cash at end of period	$	139,190	$	233,441

Supplemental disclosure of cash flow information:
Cash paid for interest	$	5,955	$	6,574
Cash paid for income taxes, net of refunds	4,712		2,362
Supplemental cash flow information related to leases:
Cash payments for operating leases	$	5,442	$	2,726

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 the 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 AI. We unify 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.

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 2025 Annual Report on Form 10-K ("10-K") filed with the Securities and Exchange Commission on February 27, 2026. 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, 2026 are not necessarily indicative of the operating results expected for the year ending December 31, 2026 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 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.

Segment Information

We operate as one operating segment. Our chief operating decision makers ("CODMs") are our Co-Chief Executive Officers. Our CODMs review financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. Our CODMs review cost of sales expense, sales and marketing expense, research and development expense and general and administrative expense to assess our significant segment expenses, and review income (loss) from operations and net income (loss) to assess our operating performance. Our CODMs also review total assets, as reported on our consolidated balance sheets. See our consolidated statement of operations for our significant segment expenses, income (loss) from operations and net income (loss) in the periods presented.

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Significant Accounting Policies

Our significant accounting policies are described in our 10-K. During the three months ended March 31, 2026, there were no material changes to our significant accounting policies from those described in our 10-K.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05 - Measurement of Credit Loss for Accounts Receivable and Contract Assets, which provides a practical expedient for the calculation of current expected credit losses for accounts receivable and contract assets, allowing entities to assume that current conditions as of the balance sheet date will persist through the forecast period. The adoption of ASU 2025-05 as of January 1, 2026 on a prospective basis had an immaterial impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

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 the definition of selling expenses. The guidance is effective beginning 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.

In September 2025, the FASB issued ASU 2025-06 - Targeted Improvements to the Accounting for Internal-Use Software, which clarifies the requirements for capitalizing internal use software. The guidance is effective beginning January 1, 2028 using a prospective, modified retrospective or full retrospective approach. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-10 - Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, establishing guidance on the recognition, measurement and presentation of government grants. The guidance is effective beginning January 1, 2029 on a modified prospective, modified retrospective or retrospective basis, with early adoption 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)	2026		2025
Subscription revenue	$	243,153	$	220,443
Perpetual license and maintenance revenue	10,162		11,552
Professional services and other revenue	8,743		7,142
Revenue	$	262,058	$	239,137

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Revenue by region, based on the address of the end user as specified in our subscription, license or service agreements, was as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
The Americas	$	159,503	$	150,590
Europe, Middle East and Africa	71,938		61,248
Asia Pacific	30,617		27,299
Revenue	$	262,058	$	239,137

Customers located in the United States accounted for 52% of revenue in the three months ended March 31, 2026 and 53% of revenue in the three months ended March 31, 2025. No other country accounted for 10% or more of revenue in the periods presented.

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 95% and 94% of revenue in the three months ended March 31, 2026 and 2025, respectively. One of our distributors accounted for 30% and 32% of revenue in the three months ended March 31, 2026 and 2025, respectively. That same distributor accounted for 31% and 27% of accounts receivable at March 31, 2026 and December 31, 2025, 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, 2026 and 2025, we recognized revenue of $247.0 million and $224.1 million, respectively, that was included in the deferred revenue balance at the beginning of each respective period.

Remaining Performance Obligations

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


	March 31,
(in thousands)	2026		2025
Remaining performance obligations, short-term	$	712,864	$	647,647
Remaining performance obligations, long-term	300,340		234,598
Remaining performance obligations	$	1,013,204	$	882,245

Deferred Commissions

The following summarizes the activity of deferred incremental costs of obtaining a contract:


	Three Months Ended March 31,
(in thousands)	2026		2025
Beginning balance	$	124,629	$	119,705
Capitalization of contract acquisition costs	8,503		11,194
Amortization of deferred contract acquisition costs	(14,619)		(14,070)
Ending balance	$	118,513	$	116,829

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3. Cash Equivalents, Short-Term Investments and Other Investments

Cash Equivalents and Short-Term Investments

We review the fair value of our financial assets based on quoted prices for identical assets or prices for similar assets in active markets. The following tables summarize our assets that are measured at fair value on a recurring basis:


	March 31, 2026
(in thousands)	Fair Value Hierarchy	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents
Money market funds	Level 1	$	23,312	$	—	$	—	$	23,312

Total cash equivalents		$	23,312	$	—	$	—	$	23,312

Short-term investments
Commercial paper	Level 2	$	5,215	$	—	$	(8)	$	5,207
Corporate bonds	Level 2	101,689		44		(82)		101,651
Asset backed securities	Level 2	22,885		9		(18)		22,876
Yankee bonds	Level 2	11,221		—		(6)		11,215
U.S. Treasury and agency obligations	Level 2	80,168		48		(94)		80,122
Total short-term investments		$	221,178	$	101	$	(208)	$	221,071


	December 31, 2025
(in thousands)	Fair Value Hierarchy	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents
Money market funds	Level 1	$	59,760	$	—	$	—	$	59,760
Total cash equivalents		$	59,760	$	—	$	—	$	59,760

Short-term investments
Commercial paper	Level 2	$	5,063	$	3	$	—	$	5,066
Corporate bonds	Level 2	94,729		167		(2)		94,894
Asset backed securities	Level 2	17,331		33		—		17,364
Yankee bonds	Level 2	13,280		14		(1)		13,293
U.S. Treasury and agency obligations	Level 2	83,629		173		—		83,802
Total short-term investments		$	214,032	$	390	$	(3)	$	214,419

We considered the extent to which any unrealized losses on our short-term investments were driven by credit risk and other factors, including market risk, and if it is more-likely-than-not that we would have to sell the security before the recovery of the amortized cost basis. At March 31, 2026 and December 31, 2025, our unrealized losses were due to changes in market interest rates compared to when the investments were initiated. We do not believe any unrealized losses represent credit losses, and it is unlikely we would sell the investments before we would recover their amortized cost basis.

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The contractual maturities of our short-term investments are as follows:


	March 31, 2026				December 31, 2025
(in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due within one year	$	176,950	$	176,964	$	178,677	$	178,995
Due between one and two years	44,228		44,107		35,355		35,424
Total short-term investments	$	221,178	$	221,071	$	214,032	$	214,419

At March 31, 2026 and December 31, 2025, cash and cash equivalents included $8.7 million of restricted cash related to collateral for outstanding letters of credit and an operating lease.

Other Investments

Our investments in privately held, nonmarketable securities are measured at cost, less any impairment, plus or minus observable price changes for similar investments of the same issuer, and were as follows:


(in thousands)	Fair Value Hierarchy	March 31, 2026		December 31, 2025
Equity securities	Level 3	$	6,902	$	6,702
Debt and other securities	Level 3	1,000		1,000
Total other investments		$	7,902	$	7,702

We did not have any liabilities measured and recorded at fair value on a recurring basis at March 31, 2026 and December 31, 2025.

4. Property and Equipment, Net

Property and equipment, net consisted of the following:


(in thousands)	March 31, 2026		December 31, 2025
Computer software and equipment	$	22,667	$	21,676
Internally developed software	47,656		44,403
Furniture and fixtures	5,966		5,833
Leasehold improvements	34,493		33,049
Total	110,782		104,961
Less: accumulated depreciation and amortization	(68,344)		(64,899)
Property and equipment, net	$	42,438	$	40,062

Our property and equipment, net by geographic area is as follows:


(in thousands)	March 31, 2026		December 31, 2025
United States	$	27,732	$	26,494
International	14,706		13,568
Property and equipment, net	$	42,438	$	40,062

Depreciation and amortization related to property and equipment was $3.4 million and $4.0 million in the three months ended March 31, 2026 and 2025, respectively.

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5. Goodwill and Intangible Assets

At March 31, 2026 and December 31, 2025, our goodwill balance was $697.9 million.

Acquired intangible assets subject to amortization are as follows:

SEC Form 10-Q filed by Tenable Holdings Inc.