株探米国株
日本語 英語
エドガーで原本を確認する
0001660280false00016602802025-10-292025-10-29


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): October 29, 2025

__________________
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 October 29, 2025, Tenable Holdings, Inc. (the "Company") reported financial results for the quarter ended September 30, 2025. 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 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
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 29, 2025, 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 thereunto duly authorized.
TENABLE HOLDINGS, INC.
Date: October 29, 2025 By: /s/ Michelle VonderHaar
Michelle VonderHaar
Chief Legal Officer and Corporate Secretary

EX-99.1 2 q32025financialresults-ear.htm EX-99.1 Document

Tenable Announces Third Quarter 2025 Financial Results
Tenable Exceeds Q3 Revenue and Profit Expectations, Raises Full-Year Outlook
•Revenue of $252.4 million, year-over-year growth of 11%
•Calculated current billings growth of 8% year-over-year
•GAAP operating margin of 2.8%; Non-GAAP operating margin of 23.3%, year-over-year increase of 350 basis points
COLUMBIA, Maryland, October 29, 2025 — Tenable Holdings, Inc. ("Tenable") (Nasdaq: TENB), the exposure management company, today announced financial results for the quarter ended September 30, 2025.
"We delivered better-than-expected results on both the top and bottom line driven by strong demand for our Tenable One Exposure Management platform," said Steve Vintz, Co-CEO of Tenable. "Our outperformance reflects the industry's shift toward a more preemptive approach to cybersecurity."
"Tenable is leading the industry’s shift to exposure management, helping our tens of thousands of customers build stronger, smarter defenses for the AI era," said Mark Thurmond, Co-CEO of Tenable. "Enterprises are turning to Tenable to move from reacting to risk to staying ahead of it. They are trusting our platform to deliver the visibility and context required to see and take action on threats before they strike."
Third Quarter 2025 Financial Highlights
•Revenue was $252.4 million, an 11% increase year-over-year
•Calculated current billings was $267.5 million, an 8% increase year-over-year
•GAAP income from operations was $7.1 million, compared to a loss of $2.1 million in the third quarter of 2024
•GAAP operating margin was 2.8%, compared to (0.9)% in the third quarter of 2024
•Non-GAAP income from operations was $58.9 million, compared to $45.0 million in the third quarter of 2024
•Non-GAAP operating margin was 23.3%, compared to 19.8% in the third quarter of 2024
•GAAP net income was $2.3 million, compared to a loss of $9.2 million in the third quarter of 2024
•GAAP net earnings per share was $0.02, compared to a net loss of $0.08 per share in the third quarter of 2024
•Non-GAAP net income was $51.4 million, compared to $39.3 million in the third quarter of 2024
•Non-GAAP diluted earnings per share was $0.42, compared to $0.32 in the third quarter of 2024
•Net cash provided by operating activities was $53.9 million, compared to $54.6 million in the third quarter of 2024
•Unlevered free cash flow was $58.5 million, compared to $60.8 million in the third quarter of 2024
•Repurchased 2.0 million shares of our common stock for $60.0 million
Recent Business Highlights
•Added 437 new enterprise platform customers and 38 net new six-figure customers
•Appointed industry veteran Matthew Brown as Chief Financial Officer
•Launched Tenable AI Exposure, a comprehensive solution to see, manage and control the risks introduced by generative AI
•Released the next evolution of industry-leading Tenable Vulnerability Priority Rating (VPR), sharpening precision and enabling organizations to focus on risks that pose the greatest threat
•Named a “Leader” in both Worldwide Exposure Management by IDC and Unified Vulnerability Management by Forrester
•Ranked #1 in Device Vulnerability and Exposure Management market share by IDC for the seventh consecutive year For the fourth quarter of 2025, we currently expect:
Financial Outlook
1


•Revenue in the range of $249.1 million to $253.1 million
•Non-GAAP income from operations in the range of $55.7 million to $59.7 million
•Non-GAAP net income in the range of $47.9 million to $51.9 million, assuming interest expense of $7.0 million, interest income of $3.2 million and a provision for income taxes of $3.4 million
•Non-GAAP diluted earnings per share in the range of $0.39 to $0.43
•121.5 million diluted weighted average shares outstanding
For the year ending December 31, 2025, we currently expect:
•Calculated current billings in the range of $1.040 billion to $1.048 billion
•Revenue in the range of $988.0 million to $992.0 million
•Non-GAAP income from operations in the range of $211.0 million to $215.0 million
•Non-GAAP net income in the range of $185.0 million to $189.0 million, assuming interest expense of $28.4 million, interest income of $15.8 million and a provision for income taxes of $12.6 million
•Non-GAAP diluted earnings per share in the range of $1.51 to $1.54
•122.5 million diluted weighted average shares outstanding
•Unlevered free cash flow in the range of $265.0 million to $275.0 million
Conference Call Information
Tenable will host a conference call on October 29, 2025 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 approximately 44,000 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, our platform's ability to help organizations move to a more strategic and effective defense, manage and control risks introduced by generative AI and focus on risks that pose the greatest threat, and our business strategy 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
2


"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, 2024 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 allow for greater transparency with respect to important metrics used by management for financial and operational decision-making. We include these non-GAAP financial measures to present our financial performance using a management view and because we believe that these measures provide an additional comparison of our core financial performance 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.
Calculated Current Billings: We define calculated current billings, a non-GAAP financial measure, as total revenue recognized in a period plus the change in current deferred revenue in the corresponding period. We believe that calculated current billings is a key metric to measure our periodic performance. Given that most of our customers pay in advance (including multi-year contracts), but we generally recognize the related revenue ratably over time, we use calculated current billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. We believe that calculated current billings, which excludes deferred revenue for periods beyond twelve months in a customer’s contractual term, more closely correlates with annual contract value and that the variability in total billings, depending on the timing of large multi-year contracts and the preference for annual billing versus multi-year upfront billing, may distort growth in one period over another.
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.
3


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.

4


TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per share data) 2025 2024 2025 2024
Revenue $ 252,440  $ 227,088  $ 738,872  $ 664,290 
Cost of revenue(1)
56,753  50,499  163,647  148,229 
Gross profit 195,687  176,589  575,225  516,061 
Operating expenses:
Sales and marketing(1)
99,949  99,083  310,222  300,037 
Research and development(1)
56,265  48,020  168,724  136,896 
General and administrative(1)
32,337  31,569  114,302  92,889 
Restructuring —  —  —  6,070 
Total operating expenses 188,551  178,672  593,248  535,892 
Income (loss) from operations 7,136  (2,083) (18,023) (19,831)
Interest income 3,590  5,989  12,597  17,587 
Interest expense (7,213) (8,148) (21,363) (24,333)
Other (expense) income, net (703) 359  (204) (858)
Income (loss) before income taxes 2,810  (3,883) (26,993) (27,435)
Provision for income taxes 550  5,328  8,388  10,734 
Net income (loss) $ 2,260  $ (9,211) $ (35,381) $ (38,169)
Net earnings (loss) per share:
Basic $ 0.02  $ (0.08) $ (0.29) $ (0.32)
Diluted $ 0.02  $ (0.08) $ (0.29) $ (0.32)
Weighted-average shares used to compute net earnings (loss) per share:
Basic 120,483  119,169  120,516  118,466 
Diluted 121,953  119,169  120,516  118,466 
_______________
(1)    Includes stock-based compensation as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Cost of revenue $ 3,495  $ 3,216  $ 10,270  $ 9,486 
Sales and marketing 17,051  15,941  51,499  47,517 
Research and development 14,174  12,435  42,441  35,395 
General and administrative(2)
10,162  10,092  43,101  30,403 
Total stock-based compensation $ 44,882  $ 41,684  $ 147,311  $ 122,801 
_______________
(2)    Stock-based compensation in the nine months ended September 30, 2025 includes $14.6 million of expense related to the accelerated vesting of equity awards in Q1 for our late CEO.
5


TENABLE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2025 December 31, 2024
(in thousands, except per share data) (unaudited)
Assets
Current assets:
Cash and cash equivalents $ 171,852  $ 328,647 
Short-term investments
211,719  248,547 
Accounts receivable (net of allowance for doubtful accounts of $845 and $525 at September 30, 2025 and December 31, 2024, respectively)
200,993  258,734 
Deferred commissions 50,582  51,791 
Prepaid expenses and other current assets 44,186  53,026 
Total current assets 679,332  940,745 
Property and equipment, net 40,471  39,265 
Deferred commissions (net of current portion) 64,518  67,914 
Operating lease right-of-use assets 35,488  45,139 
Acquired intangible assets, net 122,078  94,461 
Goodwill 697,886  541,292 
Other assets 12,849  13,303 
Total assets $ 1,652,622  $ 1,742,119 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses $ 20,089  $ 19,981 
Accrued compensation 48,429  55,784 
Deferred revenue 639,614  650,372 
Operating lease liabilities 8,327  6,801 
Other current liabilities 3,852  5,154 
Total current liabilities 720,311  738,092 
Deferred revenue (net of current portion) 170,889  182,815 
Term loan, net of issuance costs (net of current portion) 354,820  356,705 
Operating lease liabilities (net of current portion) 52,053  56,224 
Other liabilities 10,173  8,329 
Total liabilities 1,308,246  1,342,165 
Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized; 128,348 and 122,371 shares issued at September 30, 2025 and December 31, 2024, respectively)
1,283  1,224 
Additional paid-in capital 1,540,611  1,374,659 
Treasury stock (at cost: 8,314 and 2,673 shares at September 30, 2025 and December 31, 2024, respectively)
(301,208) (114,911)
Accumulated other comprehensive income 407  318 
Accumulated deficit (896,717) (861,336)
Total stockholders’ equity 344,376  399,954 
Total liabilities and stockholders’ equity $ 1,652,622  $ 1,742,119 
6


TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended September 30,
(in thousands) 2025 2024
Cash flows from operating activities:
Net loss $ (35,381) $ (38,169)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 31,817  24,434 
Stock-based compensation 147,311  122,801 
Net accretion of discounts and amortization of premiums on short-term investments (2,568) (6,141)
Amortization of debt issuance costs 1,071  1,003 
Loss (gain) on other investments 18  (1,452)
Restructuring —  4,528 
Other 2,791  4,128 
Changes in operating assets and liabilities:
Accounts receivable 59,733  26,911 
Prepaid expenses and other assets 16,877  29,868 
Accounts payable, accrued expenses and accrued compensation (9,795) (22,921)
Deferred revenue (30,413) (3,153)
Other current and noncurrent liabilities 2,259  (5,480)
Net cash provided by operating activities 183,720  136,357 
Cash flows from investing activities:
Purchases of property and equipment (11,768) (1,924)
Capitalized software development costs (2,676) (5,930)
Purchases of short-term investments (116,687) (227,210)
Sales and maturities of short-term investments 156,171  234,865 
Proceeds from other investments 852  3,512 
Purchases of other investments —  (1,250)
Business combinations, net of cash acquired (196,182) (29,162)
Net cash used in investing activities (170,290) (27,099)
Cash flows from financing activities:
Payments on term loan (2,813) (2,813)
Proceeds from stock issued in connection with the employee stock purchase plan 15,482  16,262 
Proceeds from the exercise of stock options 2,420  4,798 
Payments for taxes related to net share settlement of equity awards (1,329) — 
Purchase of treasury stock (184,968) (49,991)
Net cash used in financing activities (171,208) (31,744)
Effect of exchange rate changes on cash and cash equivalents and restricted cash 983  (2,439)
Net (decrease) increase in cash and cash equivalents and restricted cash (156,795) 75,075 
Cash and cash equivalents and restricted cash at beginning of period 328,647  237,132 
Cash and cash equivalents and restricted cash at end of period $ 171,852  $ 312,207 

7


TENABLE HOLDINGS, INC.
REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
Revenue Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Subscription revenue $ 232,211  $ 208,554  $ 680,685  $ 608,727 
Perpetual license and maintenance revenue 11,088  11,769  34,051  35,941 
Professional services and other revenue 9,141  6,765  24,136  19,622 
Revenue(1)
$ 252,440  $ 227,088  $ 738,872  $ 664,290 
_______________
(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% and 96%, respectively of revenue in the three and nine months ended September 30, 2025 and 96% in the three and nine months ended September 30, 2024.
Calculated Current Billings Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Revenue $ 252,440  $ 227,088  $ 738,872  $ 664,290 
Deferred revenue (current), end of period 639,614  583,940  639,614  583,940 
Deferred revenue (current), beginning of period(1)
(624,548) (562,587) (657,035) (580,887)
Calculated current billings $ 267,506  $ 248,441  $ 721,451  $ 667,343 
________________
(1)    Deferred revenue (current), beginning of period for the nine months ended September 30, 2025 and 2024 includes, $6.7 million and $0.1 million, respectively, related to acquired deferred revenue.
Remaining Performance Obligations September 30, Change
(in thousands) 2025 2024 %
Remaining performance obligations, short-term $ 669,015  $ 592,351  12.9  %
Remaining performance obligations, long-term 259,849  179,210  45.0  %
Remaining performance obligations $ 928,864  $ 771,561  20.4  %
Free Cash Flow and Unlevered Free Cash Flow Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Net cash provided by operating activities $ 53,850  $ 54,607  $ 183,720  $ 136,357 
Purchases of property and equipment (867) (733) (11,768) (1,924)
Capitalized software development costs (1,353) (1,163) (2,676) (5,930)
Free cash flow 51,630  52,711  169,276  128,503 
Cash paid for interest and other financing costs 6,854  8,055  20,287  23,505 
Unlevered free cash flow $ 58,484  $ 60,766  $ 189,563  $ 152,008 
Free cash flow and unlevered free cash flow for the periods presented were impacted by:
Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Employee stock purchase plan activity $ (4,824) $ (3,653) $ (5,314) $ (6,283)
Acquisition-related expenses (311) (663) (5,130) (1,326)
Restructuring —  (492) —  (5,911)
8


Non-GAAP Income from Operations and Non-GAAP Operating Margin Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2025 2024 2025 2024
Income (loss) from operations $ 7,136  $ (2,083) $ (18,023) $ (19,831)
Stock-based compensation 44,882  41,684  147,311  122,801 
Acquisition-related expenses 113  360  6,815  1,284 
Restructuring —  —  —  6,070 
Amortization of acquired intangible assets 6,782  5,014  19,183  14,443 
Non-GAAP income from operations $ 58,913  $ 44,975  $ 155,286  $ 124,767 
Operating margin 2.8  % (0.9) % (2.4) % (3.0) %
Non-GAAP operating margin 23.3  % 19.8  % 21.0  % 18.8  %
Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per share data) 2025 2024 2025 2024
Net income (loss) $ 2,260  $ (9,211) $ (35,381) $ (38,169)
Stock-based compensation 44,882  41,684  147,311  122,801 
Tax impact of stock-based compensation(1)
(2,552) 1,528  (656) 1,626 
Acquisition-related expenses(2)
113  360  6,815  1,284 
Restructuring(2)
—  —  —  6,070 
Amortization of acquired intangible assets(2)
6,782  5,014  19,183  14,443 
Tax impact of acquisitions (47) (52) (147) (130)
Non-GAAP net income $ 51,438  $ 39,323  $ 137,125  $ 107,925 
Net earnings (loss) per share, diluted $ 0.02  $ (0.08) $ (0.29) $ (0.32)
Stock-based compensation 0.37  0.35  1.22  1.04 
Tax impact of stock-based compensation(1)
(0.02) 0.01  (0.01) 0.01 
Acquisition-related expenses(2)
—  0.01  0.06  0.01 
Restructuring(2)
—  —  —  0.05 
Amortization of acquired intangible assets(2)
0.05  0.04  0.16  0.12 
Tax impact of acquisitions —  —  —  — 
Adjustment to diluted earnings per share(3)
—  (0.01) (0.03) (0.03)
Non-GAAP earnings per share, diluted $ 0.42  $ 0.32  $ 1.11  $ 0.88 
Weighted-average shares used to compute GAAP net earnings (loss) per share, diluted 121,953 119,169 120,516 118,466
Weighted-average shares used to compute non-GAAP earnings per share, diluted 121,953 123,288 122,995 123,206
________________
(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 earnings (loss) per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.
9


Non-GAAP Gross Profit and Non-GAAP Gross Margin Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2025 2024 2025 2024
Gross profit $ 195,687  $ 176,589  $ 575,225  $ 516,061 
Stock-based compensation 3,495  3,216  10,270  9,486 
Amortization of acquired intangible assets 6,782  5,014  19,183  14,443 
Non-GAAP gross profit $ 205,964  $ 184,819  $ 604,678  $ 539,990 
Gross margin 77.5  % 77.8  % 77.9  % 77.7  %
Non-GAAP gross margin 81.6  % 81.4  % 81.8  % 81.3  %
Non-GAAP Sales and Marketing Expense Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2025 2024 2025 2024
Sales and marketing expense $ 99,949  $ 99,083  $ 310,222  $ 300,037 
Less: Stock-based compensation 17,051  15,941  51,499  47,517 
Less: Acquisition-related expenses 1,320  52 
Non-GAAP sales and marketing expense $ 82,890  $ 83,139  $ 257,403  $ 252,468 
Non-GAAP sales and marketing expense % of revenue 32.8  % 36.6  % 34.8  % 38.0  %
Non-GAAP Research and Development Expense Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2025 2024 2025 2024
Research and development expense $ 56,265  $ 48,020  $ 168,724  $ 136,896 
Less: Stock-based compensation 14,174  12,435  42,441  35,395 
Less: Acquisition-related expenses —  1,774  (20)
Non-GAAP research and development expense $ 42,088  $ 35,585  $ 124,509  $ 101,521 
Non-GAAP research and development expense % of revenue 16.7  % 15.7  % 16.9  % 15.3  %
Non-GAAP General and Administrative Expense Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2025 2024 2025 2024
General and administrative expense $ 32,337  $ 31,569  $ 114,302  $ 92,889 
Less: Stock-based compensation 10,162  10,092  43,101  30,403 
Less: Acquisition-related expenses 102  357  3,721  1,252 
Non-GAAP general and administrative expense $ 22,073  $ 21,120  $ 67,480  $ 61,234 
Non-GAAP general and administrative expense % of revenue 8.7  % 9.3  % 9.1  % 9.2  %

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.
10


As a result, actual adjustments and GAAP results may differ materially.
Forecasted Non-GAAP Income from Operations Three Months Ending
December 31, 2025
Year Ending
December 31, 2025
(in millions) Low High Low High
Forecasted income (loss) from operations $ 4.0  $ 8.0  $ (13.9) $ (9.9)
Forecasted stock-based compensation 44.6  44.6  191.9  191.9 
Forecasted acquisition-related expenses 0.3  0.3  7.0  7.0 
Forecasted amortization of acquired intangible assets 6.8  6.8  26.0  26.0 
Forecasted non-GAAP income from operations $ 55.7  $ 59.7  $ 211.0  $ 215.0 
Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ending
December 31, 2025
Year Ending
December 31, 2025
(in millions, except per share data) Low High Low High
Forecasted net loss(1)
$ (6.0) $ (2.0) $ (41.3) $ (37.3)
Forecasted stock-based compensation 44.6  44.6  191.9  191.9 
Forecasted tax impact of stock-based compensation 2.3  2.3  1.6  1.6 
Forecasted acquisition-related expenses 0.3  0.3  7.0  7.0 
Forecasted amortization of acquired intangible assets 6.8  6.8  26.0  26.0 
Forecasted tax impact of acquisitions (0.1) (0.1) (0.2) (0.2)
Forecasted non-GAAP net income $ 47.9  $ 51.9  $ 185.0  $ 189.0 
Forecasted net loss per share, diluted(1)
$ (0.05) $ (0.02) $ (0.34) $ (0.31)
Forecasted stock-based compensation 0.37  0.37  1.60  1.60 
Forecasted tax impact of stock-based compensation 0.02  0.02  0.01  0.01 
Forecasted acquisition-related expenses —  —  0.06  0.06 
Forecasted amortization of acquired intangible assets 0.06  0.06  0.22  0.22 
Forecasted tax impact of acquisitions —  —  —  — 
Adjustment to diluted earnings per share(2)
(0.01) —  (0.04) (0.04)
Forecasted non-GAAP earnings per share, diluted $ 0.39  $ 0.43  $ 1.51  $ 1.54 
Forecasted weighted-average shares used to compute GAAP net loss per share, diluted 119.1 119.1 120.2 120.2
Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted
121.5 121.5 122.5 122.5
________________
(1)    The forecasted GAAP net loss assumes income tax expense of $5.6 million and $14.0 million in the three months and year ending December 31, 2025, respectively.
(2)    Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.
Forecasted Free Cash Flow and Unlevered Free Cash Flow Year Ending
December 31, 2025
(in millions) Low High
Forecasted net cash provided by operating activities $ 255.6  $ 265.6 
Forecasted purchases of property and equipment (13.0) (13.0)
Forecasted capitalized software development costs (4.4) (4.4)
Forecasted free cash flow 238.2  248.2 
Forecasted cash paid for interest and other financing costs 26.8  26.8 
Forecasted unlevered free cash flow $ 265.0  $ 275.0 
11