Tenable Holdings Completes $800M Convertible Note Offering

What Happened
Tenable Holdings, Inc. (TENB) filed an 8‑K on September 15, 2026 announcing it completed a private offering of $800,000,000 aggregate principal amount of 0.25% Convertible Senior Notes due September 15, 2031 (the “Notes”), including full exercise of the initial purchasers’ $75M option. The Notes are general senior unsecured obligations issued under an indenture with U.S. Bank Trust Company, N.A. Interest is 0.25% per year, paid semiannually beginning March 15, 2027. The Notes have an initial conversion rate of 22.3005 shares per $1,000 principal (≈ $44.84 per share), a ~40% premium to the Sept. 10, 2026 last sale price of $32.03. The company also entered into capped call transactions to limit dilution, with an initial cap price of $64.06 per share.

Key Details

• Offering size: $800.0M aggregate principal (includes $75M option fully exercised).
• Interest/maturity: 0.25% annual interest, mature Sept 15, 2031.
• Conversion terms: initial conversion rate 22.3005 shares/$1,000 (≈ $44.84/share); conversions subject to specified price and corporate-event triggers and become freely exercisable on/after June 15, 2031.
• Proceeds and uses: net proceeds ≈ $778.8M; used to pay $64.1M for capped calls, repurchase ≈ $170.5M of common stock concurrently, repay and terminate existing term loans under the Credit Agreement; remaining funds for general corporate purposes (may include share repurchases, acquisitions, working capital).
• Capped calls: entered Sept 10 & 14, 2026 to reduce potential dilution/offset cash conversion payments, with an initial cap price of $64.06/share (≈100% premium to $32.03).

Why It Matters
This offering materially changes Tenable’s capital structure: it raises substantial low‑cost financing (0.25% coupon) while replacing its term loan and enabling a concurrent share repurchase. The convertible notes introduce potential future equity dilution if converted, but the capped call transactions and conversion premium limit that dilution up to specified cap levels. Investors should note the extended maturity (2031), the company’s use of proceeds (deleveraging via term‑loan repayment and buybacks), and the conditions under which conversion or redemption can occur, all of which affect Tenable’s leverage, interest expense profile, and potential share count over time.