Tenable closes $800M 0.25% convertible notes due 2031; buys back $170.5M stock

Tenable Holdings, Inc.

Closed $800M aggregate 0.25% Convertible Senior Notes due 2031, including full $75M option exercise; net proceeds ~$778.8M.
Initial conversion price ~$44.84/share (40% premium to $32.03 close on 9/10/26); capped call cap price $64.06/share.
Used ~$64.1M for capped calls, repurchased ~$170.5M common stock, repaid term loans; terminated credit agreement 9/15/26.
Notes mature 9/15/31, interest semi-annual; conversion rate initially 22.3005 shares per $1,000 principal.
Remaining proceeds for general corporate purposes incl. share repurchases, acquisitions; Notes unregistered Rule 144A.

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