Acquisitions, Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions, Goodwill and Intangible Assets

Acquisitions, Goodwill and Intangible Assets

Business Combinations

In February 2025, we acquired Vulcan Cyber Ltd. ("Vulcan"), an innovator in cyber risk management. This acquisition is expected to add enhanced visibility, extended third-party data flows, risk prioritization and optimized remediation to strengthen our Tenable One Exposure Management platform. We acquired 100% of Vulcan's equity through a share purchase agreement for total cash consideration of $148.5 million, net of $2.3 million cash acquired.

Cash consideration, net of cash acquired, was preliminarily allocated as follows:

(in thousands)	Vulcan
Accounts receivable	$	2,158
Intangible assets	40,000
Goodwill	115,189
Deferred revenue	(7,695)
Other liabilities, net	(1,107)
Total purchase price	$	148,545

We allocated $40.0 million to Vulcan's proprietary technology with an estimated useful life of 7 years.

We are still finalizing the allocation of the purchase price for Vulcan, which may change as additional information becomes available, including the valuation of acquired intangible assets, working capital and income taxes.

The results of operations of Vulcan are included in our consolidated statements of operations from the acquisition date and were not material. Pro forma results of operations are not presented as they are not material to the consolidated statement of operations.

Acquisition-related expenses are included in our consolidated statements of operations as follows:

	Three Months Ended March 31,
(in thousands)	2025		2024
Sales and marketing	$	1,054	$	—
Research and development	1,239		(20)
General and administrative	2,328		181
Total acquisition-related expenses	$	4,621	$	161

Goodwill and Acquired Intangible Assets

The changes in the carrying amount of goodwill are as follows:

(in thousands)
Balance at December 31, 2024	$	541,292
Acquired goodwill	115,189
Balance at March 31, 2025	$	656,481

The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. The acquired goodwill reflects the synergies we expect from marketing and selling new capabilities from Vulcan to our customers. Acquired goodwill is generally not tax deductible.

Acquired intangible assets subject to amortization are as follows:

	March 31, 2025						December 31, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Acquired technology	$	189,437	$	(60,840)	$	128,597	$	149,437	$	(54,976)	$	94,461
Trade name	490		(490)		—		490		(490)		—
	$	189,927	$	(61,330)	$	128,597	$	149,927	$	(55,466)	$	94,461

Amortization of acquired intangible assets was $5.9 million and $4.7 million in the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, our acquired intangible assets are expected to be amortized over an estimated remaining weighted average period of 5.6 years.

At March 31, 2025, estimated future amortization of acquired intangible assets is as follows:

(in thousands)
Year ending December 31,
2025(1)	$	19,327
2026	25,584
2027	23,555
2028	20,512
2029	16,892
Thereafter	22,727
Total	$	128,597

_______________

(1)    Represents the nine months ending December 31, 2025.