tenb-20231002

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 2, 2023

TENABLE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-38600	47-5580846
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

6100 Merriweather Drive, Columbia, Maryland, 21044

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TENB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 2, 2023, Tenable, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Tenable Holdings, Inc., a Delaware corporation (“Tenable”), completed its previously announced acquisition (the “Acquisition”) of Ermetic Ltd., a company organized under the laws of the State of Israel (“Ermetic”). The Acquisition was effectuated pursuant to a Share Purchase Agreement, dated as of September 7, 2023 (the “SPA”) by and among Purchaser, Ermetic, each of the shareholders of Ermetic identified in the SPA or joined to the SPA pursuant to a joinder agreement (collectively, the “Sellers”), and 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 SPA. Under the terms of the SPA, the Purchaser acquired all of the outstanding share capital of Ermetic from the Sellers for approximately $240 million in cash and $25 million in Tenable restricted stock and restricted stock units, subject to certain customary purchase price adjustments as set forth in the SPA.

The foregoing description of the SPA and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the SPA, which was filed as Exhibit 2.1 to Tenable’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2023 and is incorporated into this report by reference.

Item 7.01 Regulation FD Disclosure

On October 2, 2023, Tenable issued a press release announcing the closing of 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, or subject to the liabilities of that section 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.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number						Description
99.1						Press Release dated October 2, 2023
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 October 2, 2023, formatted in Inline XBRL.

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:	October 2, 2023	By:	/s/ Michelle VonderHaar
			Michelle VonderHaar
			Chief Legal Officer and Corporate Secretary