TENB: Material agreement · Termination of an agreement · New financial obligation · Unregistered securities sale · Other company developments

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On September 15, 2026, Tenable Holdings, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $800,000,000 aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $75,000,000 principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 15, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general senior unsecured obligations of the Company and will mature on September 15, 2031, unless earlier converted, redeemed or repurchased. The Notes will bear interest at a rate of 0.25% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027. Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding June 15, 2031 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, par value $0.01 per share (the “common stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 150% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement