Tenable Holdings IncTenable prices an upsized $725M convertible notes offering, using proceeds to repay term loans, repurchase shares, and fund capped calls — a financing/valuation event.

Tenable Holdings announced the pricing of an upsized private offering of $725M aggregate principal amount of 0.25% convertible senior notes due 2031, increased from the previously announced $650M. Initial purchasers were granted a 13-day option to acquire up to an additional $75M in principal amount. The notes bear interest at 0.25% per annum, payable semi-annually on March 15 and September 15 starting March 15, 2027, and mature on September 15, 2031, unless earlier converted, redeemed, or repurchased. The initial conversion rate is 22.3005 shares per $1,000 principal amount, equivalent to about $44.84 per share, a 40.0% premium over Tenable's September 10, 2026 closing price of $32.03 per share. Tenable estimates net proceeds of roughly $705.6M, or $778.8M if the over-allotment option is fully exercised, and plans to use $170.5M to concurrently repurchase about 5.3M shares of common stock at $32.03 per share and $58.1M to fund capped call transactions, with the remainder going to pay off term loans under its senior secured credit facility and for general corporate purposes, working capital, and strategic investments. Settlement is expected on September 15, 2026.
Tenable Holdings IncTenable prices an upsized $725M convertible notes offering, using proceeds to repay term loans, repurchase shares, and fund capped calls — a financing/valuation event.