株探米国株
エドガーで原本を確認する
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
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 2 q22026financialresults-ear.htm EX-99.1 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
1


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
2


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.
3


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 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.
5


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 
6


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 

7


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  %
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  %
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 
10


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 
11