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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):
November 12, 2026
SENTINELONE, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40531 |
|
99-0385461 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
444 Castro Street
Mountain View
California
94041
(Address, including zip code, of
principal executive offices)
Registrant’s telephone number, including
area code: (855) 868-3733
Not Applicable
(Former name or former address, if changed since
last report)
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 (see General
Instruction A.2. below):
| ¨ |
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 |
| Class A common stock, par value $0.0001 |
|
S |
|
New York Stock Exchange |
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 1.01 Entry into a Material Definitive Agreement.
On November 12, 2026 (the “Effective Date”),
SentinelOne, Inc. (the “Company”) entered into a credit agreement (the “Credit Agreement”) by and among the Company,
as borrower, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”), collateral agent
and L/C issuer, and the lenders from time to time party thereto (the “Lenders”).
The Credit Agreement provides for a senior secured
revolving credit facility in an aggregate principal amount of $400.0 million, including a $60.0 million sublimit for the issuance of letters
of credit. The Credit Agreement provides that the Company has the right at any time and from time to time to borrow revolving credit loans
subject to certain customary conditions precedent and other requirements. The Company may also request incremental revolving commitments
and/or incremental term loans, subject to certain conditions and limitations, but the Lenders are not obligated to provide any such incremental
loans or commitments. The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes.
As of the Effective Date, the Company had no outstanding revolving loans and approximately $0.4 million of outstanding letters of credit
under the Credit Agreement.
Revolving loans under the Credit Agreement may
be borrowed, repaid and reborrowed, without premium or penalty (subject to customary breakage costs), until their maturity date under
the Credit Agreement (the “Maturity Date”), at which time all amounts borrowed must be repaid. Revolving loans under the Credit
Agreement will mature on November 12, 2031, except that if the outstanding principal amount of any Springing Maturity Debt (as defined
in the Credit Agreement) exceeds the greater of $75.0 million and 50% of Consolidated EBITDA (as defined in the Credit Agreement) on any
date that is 91 days prior to the final scheduled maturity date of such Springing Maturity Debt and both (i) the Company’s Liquidity
(as defined in the Credit Agreement) at such time is not greater than 125% of the aggregate outstanding principal amount of such Springing
Maturity Debt and (ii) the Company’s Total Leverage Ratio (as defined in the Credit Agreement) exceeds 2.50:1.00 for the then most
recently completed four fiscal quarters, then the Maturity Date will be the date that is 91 days prior to the earliest scheduled maturity
date of such Springing Maturity Debt.
The loans under the Credit Agreement may be denominated
in U.S. dollars, Euros, Sterling or Canadian Dollars. Loans under the Credit Agreement will bear interest (at the Company’s option)
at a base rate, a term rate based on the Secured Overnight Financing Rate or an alternative currency term rate, plus, in each case, an
applicable margin based upon the Company’s Secured Leverage Ratio (as defined in the Credit Agreement). The Company is required
to pay to the Administrative Agent for the account of each Lender a commitment fee on a quarterly basis in an amount equal to 0.25% to
0.35% (depending on the Company’s Secured Leverage Ratio) of unused availability under the revolving credit facility.
The Credit Agreement contains customary representations
and warranties and affirmative and negative covenants. The negative covenants include restrictions on liens, investments, indebtedness,
fundamental changes, restricted payments, transactions with affiliates, prepayments of subordinated debt and other matters, all subject
to certain exceptions. The Credit Agreement permits the Company to repurchase shares of its common stock, subject to compliance with specified
leverage ratio tests and other customary conditions, and permits the Company to make acquisitions subject to customary conditions. In
addition, the Credit Agreement contains financial covenants that require the Company to maintain (i) a Secured Leverage Ratio (generally,
secured debt minus up to a specified amount of the Company’s consolidated unrestricted cash, divided by Consolidated EBITDA) of
less than or equal to 3.00:1.00 and (ii) a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) (generally, Consolidated
EBITDA divided by consolidated interest expense of the Company and its subsidiaries) of greater than or equal to 3.00:1.00, in each case
tested at the end of each fiscal quarter. The Secured Leverage Ratio financial covenant is subject to a 0.50:1.00 step-up for four fiscal
quarters following a Material Acquisition (as defined in the Credit Agreement).
The obligations under the Credit Agreement are
guaranteed by the Company’s material domestic subsidiaries and are secured by substantially all of the assets of the Company and
such subsidiary guarantors, subject to customary exceptions.
The Credit Agreement includes customary events
of default that include, among other things: non-payment of principal, interest or fees; inaccuracy of representations and warranties;
violation of certain covenants; cross default to certain other indebtedness; bankruptcy and insolvency events; material judgments; change
of control; and certain material ERISA events, subject to thresholds and cure periods as set forth in the Credit Agreement. Upon the occurrence
and during the continuance of an event of default, the Lenders may terminate their commitments and accelerate the Company’s obligations
under the Credit Agreement and may exercise certain other rights and remedies provided for under the Credit Agreement, the other loan
documents and applicable law. Notwithstanding the foregoing, acceleration will be automatic in the case of bankruptcy and insolvency events
of default involving the Company. Under certain circumstances, a default interest rate will apply on all obligations during the existence
of an event of default under the Credit Agreement at a per annum rate equal to 2.00% above the otherwise applicable interest rate.
The Administrative Agent and the Lenders, and certain
of their respective affiliates, have provided, and in the future may provide, financial, banking and related services to the Company.
These parties have received, and in the future may receive, compensation from the Company for these services.
The foregoing description of the Credit Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
Description |
| 10.1 |
Credit Agreement, dated as of November 12, 2026, by and among SentinelOne,
Inc., as borrower, Bank of America, N.A., as administrative agent, collateral agent and L/C issuer, and the lenders from time to
time party thereto* |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*The schedules and exhibits to this exhibit have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any such omitted schedule or exhibit, or any
section thereof, to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SENTINELONE, INC. |
| |
|
| |
|
| Date: November 12, 2026 |
By: |
/s/ Sonalee Parekh |
| |
|
Sonalee Parekh |
| |
|
Chief Financial Officer |
