Priced. On the evening of September 10, 2026, Tenable Holdings (Nasdaq: TENB) announced pricing of an upsized private offering of $725.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2031 — up from the $650.0 million size it had proposed earlier that day. Initial purchasers have a 13-day option for up to an additional $75.0 million. Sale expected to close September 15, 2026, subject to customary conditions. Source: the company pricing release (GlobeNewswire / IR reprints), not a rumor desk.
Terms that were TBD on the proposal are now printed: interest 0.25% per year (semiannual, starting March 15, 2027); initial conversion rate 22.3005 shares per $1,000 (conversion price about $44.84), a 40.0% premium to the Sep 10 last sale of $32.03. Estimated net proceeds about $705.6 million (or about $778.8 million if the option is fully exercised). Use of proceeds: about $58.1 million for capped calls (initial cap $64.06, 100% premium); about $170.5 million to repurchase roughly 5.3 million shares concurrent with pricing at the $32.03 last sale; repay term loans under the senior secured credit facility in full; remainder for general corporate purposes (may include additional buybacks, acquisitions, or strategic investments). Secondary tape coverage notes a roughly 5% session decline around the convert — treat that as market/hedging mechanics the company itself flagged, not as an earnings miss.
Underwrite sheet — sourced only: $725.0M priced (upsized from $650.0M); +$75.0M option; 0.25% coupon; due Sep 15, 2031; conversion $44.84 / 22.3005; net ~$705.6M (~$778.8M with option); capped calls ~$58.1M to $64.06 cap; ~$170.5M / ~5.3M share buyback at $32.03; term-loan repay; close expected Sep 15 (company pricing release Sep 10). CyberMerge’s earlier $650M proposal brief is superseded on size and terms; post-close leverage and any M&A target are Undisclosed.