Tenable Holdings, Inc. filed a Form 8-K with the SEC on September 15, 2026, disclosing the completion of a private offering of $800,000,000 aggregate principal amount of 0.25% Convertible Senior Notes due 2031, including full exercise of the initial purchasers' overallotment option.

Key Highlights

  • Total offering size: $800,000,000 aggregate principal amount of 0.25% Convertible Senior Notes due 2031, including $75,000,000 from full exercise of the initial purchasers' option.
  • Maturity and interest: The Notes mature on September 15, 2031, and bear interest at 0.25% per year, payable semiannually on March 15 and September 15, beginning March 15, 2027.
  • Initial conversion price: Approximately $44.84 per share, representing a 40% premium over the last reported sale price of $32.03 per share on September 10, 2026.
  • Conversion rate: 22.3005 shares of common stock per $1,000 principal amount of Notes, subject to adjustment per the Indenture.
  • Optional redemption: The company may redeem the Notes on or after September 20, 2029, subject to specified stock price conditions, at 100% of principal plus accrued interest.
  • Cleanup redemption: The company may redeem all remaining Notes if the outstanding aggregate principal falls below $80,000,000, subject to Indenture conditions.
  • Trustee: U.S. Bank Trust Company, National Association serves as trustee under the Indenture dated September 15, 2026.

Tenable Completes $800M Convertible Note Offering with 40% Conversion Premium

According to the filing, Tenable Holdings, Inc. (NASDAQ:TENB) completed its previously announced private offering on September 15, 2026. The Notes are described as "general senior unsecured obligations of the Company" and were issued under an Indenture between the company and U.S. Bank Trust Company, National Association. The aggregate principal amount of $800,000,000 includes $75,000,000 from the initial purchasers' option, which was exercised in full.

The filing discloses that holders may convert their Notes prior to June 15, 2031 only under specific circumstances, including: if the common stock trades at or above 150% of the conversion price for at least 20 of 30 consecutive trading days in the prior quarter; if the trading price of the Notes falls below 98% of the product of the stock price and conversion rate during a specified measurement period; if the company calls the Notes for redemption; or upon specified corporate events. On or after June 15, 2031, holders may convert at any time without restriction. Upon conversion, the company will pay cash up to the principal amount converted, and may pay the remainder in cash, shares, or a combination, at its election.

The company disclosed that the initial conversion price of approximately $44.84 per share represents a premium of approximately 40% over the $32.03 per share last reported sale price on The Nasdaq Global Select Market on September 10, 2026. The filing also describes fundamental change repurchase rights, under which holders may require the company to repurchase Notes at 100% of principal plus accrued interest upon a qualifying fundamental change event. The Indenture includes customary covenants and enumerates specific events of default, including payment defaults, failure to convert, and failure to comply with consolidation or merger obligations.

What Was Disclosed

Tenable Holdings disclosed the completion of an $800,000,000 private offering of 0.25% Convertible Senior Notes due September 15, 2031, including key terms of the Indenture covering conversion, redemption, repurchase rights, and events of default.