Tenable prices $725 million convertible-notes offering, plans $170.5 million share buyback

  • Tenable priced $725 million of convertible senior notes due in 2031.
  • The notes carry 0.25% interest and an initial conversion price of approximately $44.84.
  • Tenable plans to repurchase approximately $170.5 million of common stock concurrently with pricing.

Tenable Holdings priced $725 million of 0.25% convertible senior notes due 2031 in a private placement for qualified institutional buyers, increasing the deal from the previously announced $650 million. Initial purchasers have a 13-day option to buy up to another $75 million of notes, with the sale expected to close on September 15, 2026, subject to customary conditions. The notes will initially convert at a price of about $44.84 per share, a 40% premium to Tenable's September 10 closing price of $32.03. Tenable estimates net proceeds of $705.6 million, or $778.8 million if the additional notes are sold. The company expects to spend about $58.1 million on capped call transactions, repurchase approximately $170.5 million of stock, repay term loans under its senior secured credit facility and fund general corporate needs. The notes mature on September 15, 2031, unless earlier converted, redeemed or repurchased. Separately, Tenable has been expanding its Anthropic partnership to integrate the Claude Mythos 5 AI model into Tenable One, including planned adversary attack-path analysis tools.

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