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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of report (Date of earliest event reported): November 27, 2023

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TENABLE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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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)

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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. ☐

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Item 8.01    Other Events

On November 27, 2023, Tenable Holdings, Inc. (the “Company”) announced that its Board of Directors has authorized the repurchase of up to $100 million of its common stock. Repurchases under the share repurchase program may be made in the open market, in privately negotiated transactions, or in such other manner as determined by the Company, including through repurchase plans complying with the rules and regulations of the Securities and Exchange Commission. The authorization has no expiration date. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits

Exhibit Number						Description
99.1						Press Release – “Tenable Announces Share Repurchase Program”
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 November 27, 2023, formatted in Inline XBRL.

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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:			November 27, 2023			By:			/s/ Michelle VonderHaar
									Michelle VonderHaar
									Chief Legal Officer and Corporate Secretary