Tenable Holdings, Inc.TENB
Tenable Holdings, Inc. Stock Compensation Disclosure
Stock-Based Compensation
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Stock-based compensation expense included in the consolidated statements of operations was as follows:
| Year Ended December 31, | |||||||||||||||||
(in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
Cost of revenue | $ | 13,714 | $ | 12,677 | $ | 11,247 | |||||||||||
Sales and marketing | 68,801 | 62,727 | 61,322 | ||||||||||||||
Research and development | 56,542 | 47,656 | 37,225 | ||||||||||||||
General and administrative(1) | 52,756 | 40,455 | 35,533 | ||||||||||||||
Total stock-based compensation expense | $ | 191,813 | $ | 163,515 | $ | 145,327 | |||||||||||
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(1) Stock-based compensation in 2025 includes $14.6 million of expense related to the accelerated vesting of equity awards for our former Chairman and Chief Executive Officer.
A summary of the unrecognized stock-based compensation expense related to unvested awards at December 31, 2025 is presented below:
| Unrecognized Stock-Based Compensation Expense (in thousands) | Estimated Weighted Average Period (in years) | ||||||||||
| Restricted stock units ("RSUs") | $ | 291,736 | 2.6 | ||||||||
| Performance stock units ("PSUs") | 4,700 | 2.9 | |||||||||
| Restricted stock | 5,388 | 2.3 | |||||||||
| 2018 Employee Stock Purchase Plan ("2018 ESPP") | 12,861 | 0.8 | |||||||||
Restricted Stock, RSUs and PSUs
A summary of our restricted stock, RSU and PSU activity is presented below:
| Restricted Stock | RSUs | PSUs | |||||||||||||||||||||||||||||||||
(in thousands, except for per share data) | Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||
| Unvested balance at December 31, 2022 | — | $ | — | 6,894 | $ | 43.26 | 196 | $ | 44.97 | ||||||||||||||||||||||||||
Granted | 311 | 45.67 | 4,728 | 43.47 | 188 | 43.24 | |||||||||||||||||||||||||||||
Performance adjustment(1) | — | — | — | — | 12 | 44.97 | |||||||||||||||||||||||||||||
Vested | — | — | (3,153) | 41.61 | (91) | 44.97 | |||||||||||||||||||||||||||||
Forfeited | — | — | (1,126) | 45.14 | (47) | 43.92 | |||||||||||||||||||||||||||||
| Unvested balance at December 31, 2023 | 311 | 45.67 | 7,343 | 43.80 | 258 | 43.90 | |||||||||||||||||||||||||||||
Granted | — | — | 4,099 | 45.89 | 170 | 47.20 | |||||||||||||||||||||||||||||
Performance adjustment(1) | — | — | — | — | (10) | 43.24 | |||||||||||||||||||||||||||||
Vested | (124) | 45.67 | (3,217) | 43.34 | (107) | 43.93 | |||||||||||||||||||||||||||||
Forfeited | — | — | (1,016) | 45.00 | (11) | 43.95 | |||||||||||||||||||||||||||||
| Unvested balance at December 31, 2024 | 187 | 45.67 | 7,209 | 45.01 | 300 | 45.78 | |||||||||||||||||||||||||||||
Granted | 187 | 32.83 | 6,604 | 35.77 | 201 | 38.37 | |||||||||||||||||||||||||||||
Performance adjustment(1) | — | — | — | — | (6) | 47.20 | |||||||||||||||||||||||||||||
Vested(2) | (139) | 42.79 | (3,667) | 44.74 | (216) | 45.84 | |||||||||||||||||||||||||||||
Forfeited | (50) | 45.67 | (1,152) | 42.08 | — | — | |||||||||||||||||||||||||||||
| Unvested balance at December 31, 2025 | 185 | 34.83 | 8,994 | 38.72 | 279 | 40.37 | |||||||||||||||||||||||||||||
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(1) Represents adjustments due to the achievement of predefined financial performance targets.
(2) Includes 20 RSUs and 5 PSUs repurchased to cover taxes.
In January 2025, under the evergreen provision in our 2018 Equity Incentive Plan we reserved an additional 6.0 million shares of our common stock. At December 31, 2025, there were 26.9 million shares available for grant under the plan.
Stock Options
A summary of our stock option activity is presented below:
(in thousands, except for exercise prices and years) | Number of Shares | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | |||||||||||||||||||
| Outstanding at December 31, 2022 | 5,485 | $ | 8.96 | 4.5 | $ | 160,135 | |||||||||||||||||
Exercised | (387) | 9.05 | 13,364 | ||||||||||||||||||||
Forfeited/canceled | (3) | 10.97 | |||||||||||||||||||||
| Outstanding at December 31, 2023 | 5,095 | 8.95 | 3.5 | 189,108 | |||||||||||||||||||
Exercised | (1,044) | 7.72 | 38,831 | ||||||||||||||||||||
Forfeited/canceled | — | — | |||||||||||||||||||||
| Outstanding at December 31, 2024 | 4,051 | 9.26 | 2.6 | 122,024 | |||||||||||||||||||
Exercised(1) | (2,646) | 7.44 | 67,124 | ||||||||||||||||||||
Forfeited/canceled | (2) | 6.16 | |||||||||||||||||||||
| Outstanding and exercisable at December 31, 2025 | 1,403 | 12.70 | 2.0 | 15,210 | |||||||||||||||||||
(1) Includes 485 options netted for option costs and 40 shares repurchased to cover taxes.
Stock options were last granted in 2018. Stock options granted under our stock incentive plans have a maximum term of ten years, generally vest over a period of to four years, and the exercise price cannot be less than the fair market value on the date of grant.
2018 Employee Stock Purchase Plan
Under our 2018 ESPP, employees may set aside up to 15% of their gross earnings, on an after-tax basis, to purchase our common stock at a discounted price, which is calculated at 85% of the lower of the fair market value of our common stock on the first day of an offering or on the date of purchase. The 2018 ESPP permits offerings up to 27 months in duration, with one or more purchase periods in each offering. Additionally, in cases where the fair market value of a share of our common stock on the first day of a new purchase period within an offering is less than or equal to the fair market value of a share of our common stock at the beginning of the offering, that offering will be terminated and participants will be automatically enrolled in a new offering with a new 24-month duration and purchase periods every six months.
A summary of our ESPP activity is presented below:
| Year Ended December 31, | |||||||||||||||||
(dollars and shares in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Shares of common stock purchased | 519.1 | 498.9 | 506.4 | ||||||||||||||
| Weighted average price | $29.82 | $32.60 | $32.04 | ||||||||||||||
Cash proceeds | $15,482 | $16,262 | $16,224 | ||||||||||||||
At December 31, 2025 and 2024 there were $7.1 million and $6.9 million, respectively, of employee contributions to the 2018 ESPP included in accrued compensation.
Estimating the fair value of ESPP purchase rights using the Black-Scholes option-pricing model requires assumptions as to the fair value of common stock, expected term, expected volatility, the risk-free interest rate and the expected dividend yield.
Fair Value of Common Stock. We use the market price of our common stock at the date of grant.
Expected Term. We use the actual purchase periods as the expected term in the 2018 ESPP.
Expected Volatility. Volatility is a measure of the amount by which a financial variable, such as a share price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. We use the historical volatility of our common stock to estimate expected volatility.
Risk-Free Interest Rate. This is the U.S. Treasury rate, having a term that most closely resembles the expected life of the stock option.
Expected Dividend Yield. We have never declared or paid dividends and have no plans to do so in the foreseeable future.
The fair value of the 2018 ESPP purchase rights was estimated on the offering or modification dates using the following assumptions:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected term (in years) | 0.5 — 2.0 | 0.5 — 2.0 | 0.5 — 2.0 | ||||||||||||||
| Expected volatility | 32.8% — 35.7% | 31.9% — 51.4% | 46.9% — 58.1% | ||||||||||||||
| Risk-free interest rate | 3.6% — 3.9% | 3.8% — 5.1% | 4.8% — 5.4% | ||||||||||||||
| Expected dividend yield | — | — | — | ||||||||||||||
Under the evergreen provision in our 2018 ESPP, in January 2025 we reserved an additional 1.8 million shares of our common stock. At December 31, 2025, there were 11.2 million shares reserved for issuance under the 2018 ESPP.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 24, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.