Form 8-K

8-K — Tenable Holdings, Inc.

Accession: 0001660280-26-000032

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001660280

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tenb-20260729.htm (Primary)

EX-99.1 (q22026financialresults-ear.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tenb-20260729.htm · Sequence: 1

tenb-20260729

0001660280false00016602802026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

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

Date of report (Date of earliest event reported): July 29, 2026

__________________

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)

(410) 872-0555

(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 2.02 Results of Operations and Financial Condition.

On July 29, 2026, Tenable Holdings, Inc. (the "Company") reported financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference.

The information in this Item 2.02 of this Current Report on Form 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 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 the Company, 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.

(d) Exhibits

Exhibit Number Description

99.1

Press release — "Tenable Announces Second Quarter 2026 Financial Results"

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 July 29, 2026, formatted in Inline XBRL.

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 hereunto duly authorized.

TENABLE HOLDINGS, INC.

Date: July 29, 2026 By: /s/ Michelle VonderHaar

Michelle VonderHaar

Chief Legal Officer and Corporate Secretary

EX-99.1

Filename: q22026financialresults-ear.htm · Sequence: 2

Document

Tenable Announces Second Quarter 2026 Financial Results

Tenable Exceeds Q2 Revenue and Profit Expectations, Raises Full-Year Outlook

•Revenue of $268.5 million, year-over-year growth of 8.6%

•GAAP operating margin of 4.6%; Non-GAAP operating margin of 24.7%, year-over-year increase of 540 basis points

•Net cash provided by operating activities of $44.7 million; Unlevered free cash flow of $45.3 million

COLUMBIA, Maryland, July 29, 2026 — Tenable Holdings, Inc. ("Tenable") (Nasdaq: TENB), the exposure management company, today announced financial results for the quarter ended June 30, 2026.

"We delivered better-than-expected results in Q2, reflecting the continued momentum in Tenable One," said Steve Vintz, Co-CEO of Tenable. "As AI reshapes the attack surface faster than most organizations can respond, we believe customers are increasingly choosing Tenable One as the platform that turns that complexity into clear, actionable insight to reduce risk."

"Customer conversations are converting into action, driven by our simplified pricing and packaging and by AI-native capabilities like Hexa and AI Exposure," said Mark Thurmond, Co-CEO of Tenable. "Tenable One's value is immediate and tangible for our customers, validating both our position today and our strategy for where the market is heading."

Second Quarter 2026 Financial Highlights

•Revenue was $268.5 million, an 8.6% increase year-over-year

•GAAP income from operations was $12.4 million, compared to a loss of $7.4 million in the second quarter of 2025

•GAAP operating margin was 4.6%, compared to (3.0)% in the second quarter of 2025

•Non-GAAP income from operations was $66.2 million, compared to $47.7 million in the second quarter of 2025

•Non-GAAP operating margin was 24.7%, compared to 19.3% in the second quarter of 2025

•GAAP net income was $3.8 million, compared to a loss of $14.7 million in the second quarter of 2025

•GAAP diluted earnings per share was $0.03, compared to a net loss per share of $0.12 in the second quarter of 2025

•Non-GAAP net income was $57.9 million, compared to $41.4 million in the second quarter of 2025

•Non-GAAP diluted earnings per share was $0.51, compared to $0.34 in the second quarter of 2025

•Net cash provided by operating activities was $44.7 million, compared to $42.5 million in the second quarter of 2025

•Unlevered free cash flow was $45.3 million, compared to $44.3 million in the second quarter of 2025

•Repurchased 5.2 million shares of our common stock for $100.0 million

Recent Business Highlights

•Added 381 new enterprise platform customers and 32 net new six-figure customers

•Joined Anthropic’s Project Glasswing to drive new research, strengthen the security of Tenable, and help customers understand how frontier AI models behave

•Selected by OpenAI to join the Trusted Access for Cyber (TAC) and Daybreak Cyber Partner Programs to advance the AI capabilities of Tenable One for machine-speed risk prioritization and reduction

•Advanced the orchestration capabilities of Tenable Hexa AI, introducing complex, multi-step reasoning and automated remediation workflows to accelerate risk reduction at machine speed

•Achieved FedRAMP High and Impact Level 5 authorization for Tenable One Cloud Exposure, delivering exposure management solutions for highly sensitive federal environments

•Unveiled new cloud detection and response capabilities for Tenable One, designed to transform threat investigations into precise remediation action

Financial Outlook

For the third quarter of 2026, we currently expect:

•Revenue in the range of $270.0 million to $273.0 million

•Non-GAAP income from operations in the range of $66.0 million to $69.0 million

•Non-GAAP net income in the range of $58.0 million to $61.0 million, assuming interest expense of $6.4 million, interest income of $2.1 million and a provision for income taxes of $2.9 million

•Non-GAAP diluted earnings per share in the range of $0.49 to $0.52

•118.0 million diluted weighted average shares outstanding

For the year ending December 31, 2026, we currently expect:

•Revenue in the range of $1.075 billion to $1.081 billion

•Non-GAAP income from operations in the range of $258.0 million to $264.0 million

•Non-GAAP net income in the range of $228.0 million to $234.0 million, assuming interest expense of $25.6 million, interest income of $9.7 million and a provision for income taxes of $12.0 million

•Non-GAAP diluted earnings per share in the range of $1.95 to $2.00

•117.0 million diluted weighted average shares outstanding

•Unlevered free cash flow in the range of $289.0 million to $295.0 million

Conference Call Information

Tenable will host a conference call on July 29, 2026 at 4:30 p.m. Eastern Time to discuss its financial results. The conference call can be accessed at 877-407-9716 (U.S.) and 201-493-6779 (international). A live webcast of the event will be available on the Tenable Investor Relations website at https://investors.tenable.com. An archived replay of the live broadcast will be available on the Investor Relations page of the website following the call.

About Tenable

Tenable® is the exposure management company, exposing and closing the cybersecurity gaps that erode business value, reputation and trust. The company’s AI-powered exposure management platform radically unifies security visibility, insight and action across the attack surface, equipping modern organizations to protect against attacks from IT infrastructure to cloud environments to critical infrastructure and everywhere in between. By protecting enterprises from security exposure, Tenable reduces business risk for over 40,000 customers around the globe. Learn more at tenable.com.

Contact Information

Investor Relations

investors@tenable.com

Media Relations

tenablepr@tenable.com

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, the ability of our partnerships with Anthropic and OpenAI to help drive new research, strengthen the security and capabilities of Tenable and help customers understand how frontier AI models behave, our ability to help transform threat investigations into precise remediation action, our business strategy, market opportunity and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” "believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are

subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. These risks and uncertainties are detailed in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings that we make from time to time with the SEC, which are available on the SEC's website at sec.gov. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance the overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and are helpful to investors in comparing our financial results over multiple periods with other companies in our industry.

Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.

Free Cash Flow and Unlevered Free Cash Flow: We define free cash flow, a non-GAAP financial measure, as net cash provided by operating activities less purchases of property and equipment and capitalized software development costs. We believe free cash flow is an important liquidity measure of the cash that is available (if any), after purchases of property and equipment and capitalized software development costs, for investment in our business and to make acquisitions. We believe that free cash flow is useful as a liquidity measure because it measures our ability to generate cash. We define unlevered free cash flow as free cash flow plus cash paid for interest and other financing costs. We believe unlevered free cash flow is useful as a liquidity measure as it measures the cash that is available to invest in our business and meet our current debt obligations and future financing needs. However, given our debt obligations, non-cancelable commitments and other contractual obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.

Non-GAAP Income from Operations and Non-GAAP Operating Margin: We define these non-GAAP financial measures as their respective GAAP measures, excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses, costs related to the intra-entity asset transfers resulting from the internal restructuring of legal entities, and amortization of acquired intangible assets. Acquisition-related expenses include transaction and integration expenses, as well as costs related to the intercompany transfer of acquired intellectual property. Restructuring expenses include non-ordinary course severance, employee related benefits, and other charges to reorganize business operations. We believe that the exclusion of these expenses provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude restructuring expenses.

Non-GAAP Net Income and Non-GAAP Earnings Per Share: We define non-GAAP net income as GAAP net income (loss), excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses and amortization of acquired intangible assets, including the applicable tax impacts. In addition, we exclude the tax impact and related costs of intra-entity asset transfers resulting from the internal restructuring of legal entities as well as deferred income tax benefits recognized in connection with acquisitions. We use non-GAAP net income to calculate non-GAAP earnings per share.

Non-GAAP Gross Profit and Non-GAAP Gross Margin: We define non-GAAP gross profit as GAAP gross profit, excluding the effect of stock-based compensation and amortization of acquired intangible assets. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of revenue.

Non-GAAP Sales and Marketing Expense, Non-GAAP Research and Development Expense and Non-GAAP General and Administrative Expense: We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation, acquisition-related expenses and costs related to intra-entity asset transfers resulting from the internal restructuring of legal entities.

TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except per share data) 2026 2025 2026 2025

Revenue $ 268,508 $ 247,295 $ 530,566 $ 486,432

Cost of revenue(1)

60,333 54,434 117,002 106,894

Gross profit 208,175 192,861 413,564 379,538

Operating expenses:

Sales and marketing(1)

105,869 107,091 212,858 210,273

Research and development(1)

56,999 59,236 112,760 112,459

General and administrative(1)

32,288 33,982 63,733 81,965

Restructuring 651 — 3,082 —

Total operating expenses 195,807 200,309 392,433 404,697

Income (loss) from operations 12,368 (7,448) 21,131 (25,159)

Interest income 2,312 4,080 5,352 9,007

Interest expense (6,436) (7,139) (12,848) (14,150)

Other (expense) income, net (1,308) 25 (1,612) 499

Income (loss) before income taxes 6,936 (10,482) 12,023 (29,803)

Provision for income taxes 3,131 4,224 6,804 7,838

Net income (loss) $ 3,805 $ (14,706) $ 5,219 $ (37,641)

Net earnings (loss) per share:

Basic $ 0.03 $ (0.12) $ 0.05 $ (0.31)

Diluted $ 0.03 $ (0.12) $ 0.05 $ (0.31)

Weighted-average shares used to compute net earnings (loss) per share:

Basic 110,742 120,979 113,305 120,533

Diluted 113,768 120,979 115,716 120,533

_______________

(1) Includes stock-based compensation as follows:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of revenue $ 3,565 $ 3,460 $ 6,840 $ 6,775

Sales and marketing 17,868 17,818 35,341 34,448

Research and development 13,986 15,300 27,015 28,267

General and administrative(2)

10,930 9,948 21,007 32,939

Total stock-based compensation $ 46,349 $ 46,526 $ 90,203 $ 102,429

_______________

(2) Stock-based compensation in the six months ended June 30, 2025 includes $14.6 million of expense related to the accelerated vesting of equity awards for our former Chairman and Chief Executive Officer.

TENABLE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2026 December 31, 2025

(in thousands, except per share data) (unaudited)

Assets

Current assets:

Cash and cash equivalents $ 125,351 $ 187,762

Short-term investments

172,858 214,419

Accounts receivable (net of allowance for doubtful accounts of $530 and $656 at June 30, 2026 and December 31, 2025, respectively)

204,471 279,150

Deferred commissions 50,502 52,914

Prepaid expenses and other current assets 55,660 39,339

Total current assets 608,842 773,584

Property and equipment, net 45,611 40,062

Deferred commissions (net of current portion) 64,794 71,715

Operating lease right-of-use assets 41,883 35,558

Acquired intangible assets, net 101,731 115,296

Goodwill 697,886 697,886

Other assets 12,914 13,566

Total assets $ 1,573,661 $ 1,747,667

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses $ 28,405 $ 21,889

Accrued compensation 60,834 69,166

Deferred revenue 670,083 706,866

Operating lease liabilities 10,234 9,596

Other current liabilities 5,316 5,432

Total current liabilities 774,872 812,949

Deferred revenue (net of current portion) 179,334 192,410

Term loan, net of issuance costs (net of current portion) 352,983 354,209

Operating lease liabilities (net of current portion) 55,884 50,877

Other liabilities 12,189 10,846

Total liabilities 1,375,262 1,421,291

Stockholders’ equity:

Common stock (par value: $0.01; 500,000 shares authorized; 132,356 and 129,046 shares issued at June 30, 2026 and December 31, 2025, respectively)

1,324 1,290

Additional paid-in capital 1,687,284 1,586,727

Treasury stock (at cost: 21,914 and 10,596 shares at June 30, 2026 and December 31, 2025, respectively)

(597,710) (364,574)

Accumulated other comprehensive (loss) income (264) 387

Accumulated deficit (892,235) (897,454)

Total stockholders’ equity 198,399 326,376

Total liabilities and stockholders’ equity $ 1,573,661 $ 1,747,667

TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Six Months Ended June 30,

(in thousands) 2026 2025

Cash flows from operating activities:

Net income (loss) $ 5,219 $ (37,641)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 20,560 20,680

Stock-based compensation 90,203 102,429

Net accretion of discounts and amortization of premiums on short-term investments (769) (1,975)

Other 3,231 2,203

Changes in operating assets and liabilities:

Accounts receivable 74,805 79,766

Prepaid expenses and other assets (2,871) 5,092

Accounts payable, accrued expenses and accrued compensation (3,480) (4,120)

Deferred revenue (49,859) (43,107)

Other current and noncurrent liabilities (4,352) 6,543

Net cash provided by operating activities 132,687 129,870

Cash flows from investing activities:

Purchases of property and equipment (3,960) (10,901)

Capitalized software development costs (6,923) (1,323)

Purchases of short-term investments (55,656) (83,338)

Sales and maturities of short-term investments 97,335 122,314

Proceeds from other investments — 664

Purchases of other investments (200) —

Business combinations, net of cash acquired — (196,182)

Net cash provided by (used in) investing activities 30,596 (168,766)

Cash flows from financing activities:

Payments on term loan (1,875) (1,875)

Proceeds from stock issued in connection with the employee stock purchase plan 8,738 9,712

Proceeds from the exercise of stock options 1,704 2,187

Payments for taxes related to net share settlement of equity awards (3,172) (1,329)

Purchase of treasury stock (230,218) (124,999)

Net cash used in financing activities (224,823) (116,304)

Effect of exchange rate changes on cash and cash equivalents and restricted cash (871) 1,578

Net decrease in cash and cash equivalents and restricted cash (62,411) (153,622)

Cash and cash equivalents and restricted cash at beginning of period 187,762 328,647

Cash and cash equivalents and restricted cash at end of period $ 125,351 $ 175,025

TENABLE HOLDINGS, INC.

REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(unaudited)

Revenue Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

Subscription revenue $ 248,261 $ 228,031 $ 491,414 $ 448,474

Perpetual license and maintenance revenue 9,862 11,411 20,024 22,963

Professional services and other revenue 10,385 7,853 19,128 14,995

Revenue(1)

$ 268,508 $ 247,295 $ 530,566 $ 486,432

_______________

(1) Recurring revenue, which includes revenue from subscription arrangements for software (both recognized ratably over the subscription term and upon delivery) and cloud-based solutions and maintenance associated with perpetual licenses, represented 95% of revenue in the three months ended June 30, 2026 and 96% of revenue in the three months ended June 30, 2025 and the six months ended June 30, 2026 and 2025.

Remaining Performance Obligations June 30, Change

(in thousands) 2026 2025 %

Remaining performance obligations, short-term $ 721,080 $ 641,918 12.3 %

Remaining performance obligations, long-term 305,030 247,225 23.4 %

Remaining performance obligations $ 1,026,110 $ 889,143 15.4 %

Free Cash Flow and Unlevered Free Cash Flow Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

Net cash provided by operating activities $ 44,716 $ 42,463 $ 132,687 $ 129,870

Purchases of property and equipment (1,373) (4,348) (3,960) (10,901)

Capitalized software development costs (4,178) (699) (6,923) (1,323)

Free cash flow(1)

39,165 37,416 121,804 117,646

Cash paid for interest and other financing costs 6,161 6,859 12,116 13,433

Unlevered free cash flow(1)

$ 45,326 $ 44,275 $ 133,920 $ 131,079

________________

(1) Free cash flow and unlevered free cash flow for the periods presented were impacted by:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

Employee stock purchase plan activity $ 4,603 $ 4,923 $ (1,282) $ (490)

Acquisition-related expenses — (1,630) (157) (4,819)

Restructuring (782) — (2,998) —

Non-GAAP Income from Operations and Non-GAAP Operating Margin Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

Income (loss) from operations $ 12,368 $ (7,448) $ 21,131 $ (25,159)

Stock-based compensation 46,349 46,526 90,203 102,429

Acquisition-related expenses 37 2,081 57 6,702

Restructuring 651 — 3,082 —

Amortization of acquired intangible assets 6,783 6,537 13,565 12,401

Non-GAAP income from operations $ 66,188 $ 47,696 $ 128,038 $ 96,373

Operating margin 4.6 % (3.0) % 4.0 % (5.2) %

Non-GAAP operating margin 24.7 % 19.3 % 24.1 % 19.8 %

Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except per share data) 2026 2025 2026 2025

Net income (loss) $ 3,805 $ (14,706) $ 5,219 $ (37,641)

Stock-based compensation 46,349 46,526 90,203 102,429

Tax impact of stock-based compensation(1)

344 1,041 1,403 1,896

Acquisition-related expenses(2)

37 2,081 57 6,702

Restructuring(2)

651 — 3,082 —

Amortization of acquired intangible assets(2)

6,783 6,537 13,565 12,401

Tax impact of acquisitions (29) (42) (29) (100)

Non-GAAP net income $ 57,940 $ 41,437 $ 113,500 $ 85,687

Net earnings (loss) per share, diluted $ 0.03 $ (0.12) $ 0.05 $ (0.31)

Stock-based compensation 0.41 0.38 0.78 0.85

Tax impact of stock-based compensation(1)

— 0.01 — 0.02

Acquisition-related expenses(2)

— 0.02 — 0.05

Restructuring(2)

0.01 — 0.03 —

Amortization of acquired intangible assets(2)

0.06 0.05 0.12 0.10

Tax impact of acquisitions — — — —

Adjustment to diluted earnings per share(3)

— — — (0.02)

Non-GAAP earnings per share, diluted $ 0.51 $ 0.34 $ 0.98 $ 0.69

Weighted-average shares used to compute GAAP net earnings (loss) per share, diluted 113,768 120,979 115,716 120,533

Weighted-average shares used to compute non-GAAP earnings per share, diluted 113,768 122,875 115,716 123,516

________________

(1) The tax impact of stock-based compensation is based on the tax treatment for the applicable tax jurisdictions.

(2) The tax impact of acquisition-related expenses, restructuring and the amortization of acquired intangible assets are not material.

(3) An adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.

Non-GAAP Gross Profit and Non-GAAP Gross Margin Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

Gross profit $ 208,175 $ 192,861 $ 413,564 $ 379,538

Stock-based compensation 3,565 3,460 6,840 6,775

Amortization of acquired intangible assets 6,783 6,537 13,565 12,401

Non-GAAP gross profit $ 218,523 $ 202,858 $ 433,969 $ 398,714

Gross margin 77.5 % 78.0 % 77.9 % 78.0 %

Non-GAAP gross margin 81.4 % 82.0 % 81.8 % 82.0 %

Non-GAAP Sales and Marketing Expense Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

Sales and marketing expense $ 105,869 $ 107,091 $ 212,858 $ 210,273

Less: Stock-based compensation 17,868 17,818 35,341 34,448

Less: Acquisition-related expenses — 258 — 1,312

Non-GAAP sales and marketing expense $ 88,001 $ 89,015 $ 177,517 $ 174,513

Non-GAAP sales and marketing expense % of revenue 32.8 % 36.0 % 33.5 % 35.9 %

Non-GAAP Research and Development Expense Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

Research and development expense $ 56,999 $ 59,236 $ 112,760 $ 112,459

Less: Stock-based compensation 13,986 15,300 27,015 28,267

Less: Acquisition-related expenses — 532 — 1,771

Non-GAAP research and development expense $ 43,013 $ 43,404 $ 85,745 $ 82,421

Non-GAAP research and development expense % of revenue 16.0 % 17.6 % 16.2 % 16.9 %

Non-GAAP General and Administrative Expense Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

General and administrative expense $ 32,288 $ 33,982 $ 63,733 $ 81,965

Less: Stock-based compensation 10,930 9,948 21,007 32,939

Less: Acquisition-related expenses 37 1,291 57 3,619

Non-GAAP general and administrative expense $ 21,321 $ 22,743 $ 42,669 $ 45,407

Non-GAAP general and administrative expense % of revenue 7.9 % 9.2 % 8.0 % 9.3 %

The following adjustments to reconcile forecasted non-GAAP income from operations, non-GAAP net income, non-GAAP earnings per share, free cash flow and unlevered free cash flow are subject to a number of uncertainties and assumptions, each of which are inherently difficult to forecast. As a result, actual adjustments and GAAP results may differ materially.

Forecasted Non-GAAP Income from Operations Three Months Ending

September 30, 2026 Year Ending

December 31, 2026

(in millions) Low High Low High

Forecasted income from operations $ 11.1 $ 14.1 $ 41.4 $ 47.4

Forecasted stock-based compensation 47.6 47.6 185.5 185.5

Forecasted acquisition-related expenses — — 0.1 0.1

Forecasted restructuring 0.5 0.5 4.1 4.1

Forecasted amortization of acquired intangible assets 6.8 6.8 26.9 26.9

Forecasted non-GAAP income from operations $ 66.0 $ 69.0 $ 258.0 $ 264.0

Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ending

September 30, 2026 Year Ending

December 31, 2026

(in millions, except per share data) Low High Low High

Forecasted net income(1)

$ 1.5 $ 4.5 $ 6.9 $ 12.9

Forecasted stock-based compensation 47.6 47.6 185.5 185.5

Forecasted tax impact of stock-based compensation 1.6 1.6 4.6 4.6

Forecasted acquisition-related expenses — — 0.1 0.1

Forecasted restructuring 0.5 0.5 4.1 4.1

Forecasted amortization of acquired intangible assets 6.8 6.8 26.9 26.9

Forecasted tax impact of acquisitions — — (0.1) (0.1)

Forecasted non-GAAP net income $ 58.0 $ 61.0 $ 228.0 $ 234.0

Forecasted net earnings per share, diluted(1)

$ 0.01 $ 0.04 $ 0.06 $ 0.11

Forecasted stock-based compensation 0.40 0.40 1.59 1.59

Forecasted tax impact of stock-based compensation 0.01 0.01 0.04 0.04

Forecasted acquisition-related expenses — — — —

Forecasted restructuring 0.01 0.01 0.03 0.03

Forecasted amortization of acquired intangible assets 0.06 0.06 0.23 0.23

Forecasted tax impact of acquisitions — — — —

Forecasted non-GAAP earnings per share, diluted $ 0.49 $ 0.52 $ 1.95 $ 2.00

Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted

118.0 118.0 117.0 117.0

________________

(1) The forecasted GAAP net income assumes income tax expense of $4.4 million and $16.5 million in the three months ending September 30, 2026 and year ending December 31, 2026, respectively.

Forecasted Free Cash Flow and Unlevered Free Cash Flow Year Ending

December 31, 2026

(in millions) Low High

Forecasted net cash provided by operating activities $ 289.5 $ 295.5

Forecasted purchases of property and equipment (11.5) (11.5)

Forecasted capitalized software development costs (13.0) (13.0)

Forecasted free cash flow 265.0 271.0

Forecasted cash paid for interest and other financing costs 24.0 24.0

Forecasted unlevered free cash flow $ 289.0 $ 295.0

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