Tenable Holdings Files 8-K for Material Agreement

Ticker: TENB · Form: 8-K · Filed: Jan 29, 2025 · CIK: 1660280

Tenable Holdings, Inc. 8-K Filing Summary
FieldDetail
CompanyTenable Holdings, Inc. (TENB)
Form Type8-K
Filed DateJan 29, 2025
Risk Levelmedium
Pages6
Reading Time7 min
Key Dollar Amounts$0.01, $147 million, $3 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, 8-k

TL;DR

Tenable Holdings inked a big deal, filing an 8-K on Jan 29, 2025.

AI Summary

On January 29, 2025, Tenable Holdings, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details of the agreement, including parties involved and financial terms, are not fully elaborated in the provided text but are indicated as significant.

Why It Matters

This filing signals a significant business development for Tenable Holdings, Inc., potentially impacting its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but the specific nature and terms are not detailed in the provided excerpt.

Key Players & Entities

  • Tenable Holdings, Inc. (company) — Registrant
  • January 29, 2025 (date) — Date of earliest event reported
  • Delaware (jurisdiction) — State of incorporation
  • 47-5580846 (tax_id) — I.R.S. Employer Identification Number
  • 6100 Merriweather Drive, Columbia, Maryland, 21044 (address) — Principal executive offices
  • 410-872-0555 (phone_number) — Registrant's telephone number

FAQ

What is the nature of the material definitive agreement filed by Tenable Holdings, Inc. on January 29, 2025?

The provided text indicates that Tenable Holdings, Inc. entered into a material definitive agreement, but the specific details of this agreement are not elaborated in the excerpt.

What other items are included in the 8-K filing besides the material definitive agreement?

The 8-K filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on January 29, 2025.

What is Tenable Holdings, Inc.'s principal executive office address?

Tenable Holdings, Inc.'s principal executive office is located at 6100 Merriweather Drive, Columbia, Maryland, 21044.

What is Tenable Holdings, Inc.'s fiscal year end?

Tenable Holdings, Inc.'s fiscal year ends on December 31.

Filing Stats: 1,874 words · 7 min read · ~6 pages · Grade level 15.3 · Accepted 2025-01-29 16:21:27

Key Financial Figures

  • $0.01 — ich registered Common Stock, par value $0.01 per share TENB The Nasdaq Stock Market
  • $147 million — ce for the Acquisition is approximately $147 million in cash and $3 million in RSUs that ves
  • $3 million — approximately $147 million in cash and $3 million in RSUs that vest over a future period,

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 29, 2025, Ermetic Ltd. a company organized under the laws of the State of Israel ("Purchaser") and an indirect, wholly owned subsidiary of Tenable Holdings, Inc., a Delaware corporation ("Tenable"), entered into a share purchase agreement (the "Purchase Agreement") with Vulcan Cyber Ltd., a company organized under the laws of the State of Israel ("Vulcan Cyber"), each of the shareholders of Vulcan Cyber identified in the Purchase Agreement or joined to the Purchase Agreement pursuant to a joinder agreement (collectively, the "Sellers"), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the indemnitors under the Purchase Agreement, and Tenable, Inc., a Delaware corporation and a wholly owned subsidiary of Tenable, solely for the purposes of Section 12.2 of the Purchase Agreement, pursuant to which Purchaser will acquire all of the outstanding share capital of Vulcan Cyber (the "Acquisition") and Vulcan Cyber will continue as a wholly owned subsidiary of Purchaser and indirect subsidiary of Tenable. The aggregate purchase price for the Acquisition is approximately $147 million in cash and $3 million in RSUs that vest over a future period, subject to certain customary purchase price adjustments set forth in the Purchase Agreement. Vulcan Cyber is a cyber risk management platform company and an innovator in exposure management. Under the terms of the Purchase Agreement, all outstanding, vested and unexercised Vulcan Cyber options (other than underwater options) immediately prior to the closing of the Acquisition shall be canceled in exchange for cash in the amounts set forth in the Purchase Agreement. In addition, all outstanding, unvested and unexercised options (other than underwater options) held by a then-current employee or service provider of Vulcan Cyber shall be substituted for unvested Tenabl

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 29, 2025, Tenable issued a press release relating to the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on 8-K (including Exhibit 99.1) is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by Tenable, whether made before or after today's date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking information related to Tenable, Vulcan Cyber and the Acquisition that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. You can generally identify forward-looking statements by the use of forward-looking terminology such as the words: "anticipate," "believe," "continue," "could," "estimate," "expect," "explore," "evaluate," "intend," "may," "might," "plan," "potential," "predict," "project," "seek," "should," or "will," or the negative thereof or other variations thereon or comparable terminology. The forward-looking statements in this Current Report on Form 8-K are based on each of the companies' current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties, many of which are beyond Vulcan Cyber's or Tenable's control. Forward-looking statements in this communication include, among other things, statements about the anticipated timing of the closing of the Acquisition. Risks and uncertainties include, among other things, our ability to successfully integrate Vulcan Cyber's operations; our ability to implement our plans, forecasts and other expectations with respect to Vulcan Cyber's business; our ability to realize the anticipated benefits of the Acquisition, including the possibility that the expected benefits from the Acquisition will not be realized or will not be realized within the expected time period; our ability to consummate the transaction pursuant to the terms and in accordance with the timing described in this Current Report on Form 8-K; disruption from the Acquisition making it more difficult to maintain business and operational relationships; the inability to retain key employees; the negative effects of the consummation of the Acquisition on the market price of our common stock or on our operat

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1*# Share Purchase Agreement, dated as of January 29, 2025, by and among Ermetic Ltd., Vulcan Cyber Ltd., the shareholders of Vulcan Cyber identified on the signature pages thereto, Shareholder Representative Services LLC and Tenable, Inc. 99.1 Press release , dated January 29, 2025. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 The cover page from Tenable's 8-K filed on January 29, 2025, formatted in Inline XBRL. ________________ (*) Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request; provided, however, that Tenable may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished. # Pursuant to Item 601(b)(z)(ii) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because the registrant customarily and actually treats such omitted information as private or confidential and because such omitted information is not material.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TENABLE HOLDINGS, INC. Date: January 29, 2025 By: /s/ Michelle VonderHaar Michelle VonderHaar Chief Legal Officer and Corporate Secretary

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