Acquisitions, Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisitions, Goodwill and Intangible Assets

Acquisitions, Goodwill and Intangible Assets

Acquisitions

In June 2025, we acquired Apex Security, Inc. ("Apex"), an innovator in securing the rapidly expanding AI attack surface. This acquisition is expected to strengthen our ability to help organizations identify and reduce cyber risk, adding the ability to govern usage, enforce policy, and control exposure across both the AI that organizations use and the AI they build. We acquired 100% of Apex's equity through a share purchase agreement for total consideration of $47.8 million, including $47.7 million in cash, net of $2.0 million cash acquired, and $0.1 million fair value of replacement equity.

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)	Apex		Vulcan
Accounts receivable	$	62	$	2,158
Intangible assets	6,800		40,000
Goodwill	41,288		115,189
Deferred revenue	(34)		(7,695)
Other liabilities, net	(333)		(1,107)
Total purchase price	$	47,783	$	148,545

Intangible assets acquired during the six months ended June 30, 2025 included Apex's proprietary technology for $6.8 million with an estimated useful life of 5 years and Vulcan's proprietary technology for $40.0 million with an estimated useful life of 7 years.

We are still finalizing the allocation of the purchase price for Vulcan and Apex, 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 and Apex 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 June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Sales and marketing	$	258	$	49	$	1,312	$	49
Research and development	532		—		1,771		(20)
General and administrative	1,291		714		3,619		895
Total acquisition-related expenses	$	2,081	$	763	$	6,702	$	924

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	156,477
Balance at June 30, 2025	$	697,769

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 and Apex to our customers. Acquired goodwill is generally not tax deductible.

Acquired intangible assets subject to amortization are as follows:

	June 30, 2025						December 31, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Acquired technology	$	196,237	$	(67,377)	$	128,860	$	149,437	$	(54,976)	$	94,461
Trade name	490		(490)		—		490		(490)		—
	$	196,727	$	(67,867)	$	128,860	$	149,927	$	(55,466)	$	94,461

Amortization of acquired intangible assets was $6.5 million, $4.8 million, $12.4 million and $9.4 million in the three months ended June 30, 2025 and 2024, and the six months ended June 30, 2025 and 2024, respectively. At June 30, 2025, our acquired intangible assets are expected to be amortized over an estimated remaining weighted average period of 5.4 years.

At June 30, 2025, estimated future amortization of acquired intangible assets is as follows:

(in thousands)
Year ending December 31,
2025(1)	$	13,565
2026	26,944
2027	24,915
2028	21,872
2029	18,252
Thereafter	23,312
Total	$	128,860

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