Tenable Holdings (Nasdaq: TENB) priced a $725.0 million offering of 0.25% Convertible Senior Notes due 2031, upsized from an initially announced $650.0 million, according to a company statement. The notes are being sold in a private placement to qualified institutional buyers under Rule 144A.

The initial purchasers have a 13-day option to buy up to an additional $75.0 million in notes. The offering is expected to close on September 15, 2026, subject to customary closing conditions. Interest will be paid semiannually on March 15 and September 15 each year, beginning March 15, 2027.

Tenable estimates net proceeds of approximately $705.6 million, or approximately $778.8 million if the overallotment option is exercised in full. The company plans to use the proceeds to fund approximately $58.1 million in capped call transactions, repurchase approximately $170.5 million of its common stock — roughly 5.3 million shares — at $32.03 per share, repay term loans under its existing senior secured credit facility, and for general corporate purposes.

The notes carry an initial conversion rate of 22.3005 shares per $1,000 principal amount, equal to an initial conversion price of approximately $44.84 per share, representing a 40% premium over Tenable's closing price on September 10, 2026. The cap price on the related capped call transactions is $64.06 per share, a 100% premium over the same closing price.

Tenable may not redeem the notes before September 20, 2029, except under limited cleanup redemption conditions. After that date, redemption is permitted if the stock price reaches at least 130% of the conversion price for 20 of 30 consecutive trading days.

The notes have not been registered under the Securities Act of 1933 and may not be publicly offered or sold in the United States absent registration or an applicable exemption.