Tenable Closes $800M Convertible Notes Offering, Repays Term Loans
TENB has more than doubled off its 52-week low of $15.725.
Summary
Tenable closed its upsized $800 million convertible senior notes offering on September 15, 2026, using proceeds to repay term loans, fund capped call transactions, and repurchase $170.5 million of stock.
Key Events · Financing and Capital Events · TENB
-
Offering Closed at $800M
Completed the private offering of 0.25% Convertible Senior Notes due 2031 at $800 million aggregate principal, including full exercise of the initial purchasers' $75 million option, up from the $725 million priced on September 10, 2026.
-
Net Proceeds and Use of Funds
Net proceeds were approximately $778.8 million after discounts and expenses. Used to pay $64.1 million for capped call transactions, repurchase $170.5 million of common stock, and repay in full the term loans under the Credit Agreement, which was terminated effective September 15, 2026.
-
Conversion Terms
Initial conversion rate of 22.3005 shares per $1,000 principal amount, equivalent to a conversion price of approximately $44.84 per share — a 40% premium over the $32.03 last reported sale price on September 10, 2026. Capped call cap price set at $64.06 per share.
-
Debt Refinancing
The Credit Agreement dated July 7, 2021 was terminated effective September 15, 2026, replacing secured term loans with unsecured convertible notes maturing September 15, 2031.
Analysis · TENB · Technology
The convertible notes offering closed at $800 million, $75 million above the $725 million priced on September 10, after the initial purchasers exercised their option in full. Net proceeds of $778.8 million were allocated to $64.1 million for capped call transactions, $170.5 million for common stock repurchases, and full repayment of the term loans under the credit agreement, which was terminated. The notes carry a 0.25% coupon and convert at $44.84 per share, a 40% premium to the $32.03 reference price on September 10. The capped calls are designed to offset dilution up to a $64.06 cap price. This substantial capital raise refinances secured debt into unsecured convertible debt while simultaneously returning capital to shareholders through buybacks.
How filings like this one have moved
In the 30 days to Oct 15, 2026, 29% of the 1483 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.47%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, TENB was trading at $38.00 on NASDAQ in the Technology sector, with a market capitalization of approximately $4.2B. The 52-week trading range was $15.73 to $43.67. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.