false
0001583708
0001583708
2026-10-13
2026-10-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 13, 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
Suite
400
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.
Indenture and Notes
On October 16, 2026, SentinelOne, Inc.
(the “Company”) completed its previously announced private offering (the “Offering”) of $1,250,000,000 aggregate
principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”), including the exercise in full of the initial purchasers’
option to purchase up to an additional $187,500,000 aggregate principal amount of the Notes (the “Option”). The Notes were
issued pursuant to an indenture, dated October 16, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company,
National Association, as trustee.
The Notes are general senior unsecured obligations
of the Company and will mature on October 1, 2031, unless earlier converted, redeemed or repurchased. The Notes will not bear regular
interest, and the principal amount of the Notes will not accrete. Special interest will accrue on the Notes in the circumstances and at
the rates provided in the Indenture. Any special interest will be payable semiannually in arrears on April 1 and October 1 of
each year, beginning on April 1, 2027 (if and to the extent that special interest is then payable on the Notes). Holders may convert
all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding
July 1, 2031 only under the following circumstances: (1) during any fiscal quarter of the Company commencing after the Company’s
fiscal quarter ending on January 31, 2027 (and only during such fiscal quarter), if the last reported sale price of the Company’s
Class A common stock, par value $0.0001 per share (the “common stock”), for at least 20 trading days (whether or not
consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding
fiscal quarter is greater than or equal to 150% of the conversion price for the Notes on each applicable trading day; (2) during
the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the “trading
price” (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was
less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) if
the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately
preceding the redemption date, but only with respect to the Notes called (or deemed called, in the case of an optional redemption (as
defined below)) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after
July 1, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of
the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company
will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s
election, in the manner and subject to the terms and conditions provided in the Indenture.
The conversion rate for the Notes will initially
be 32.0379 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $31.21
per share of common stock). The initial conversion price of the Notes represents a premium of approximately 30.0% over the last reported
sale price of $24.01 per share of the common stock on the New York Stock Exchange on October 13, 2026. The conversion rate for the
Notes is subject to adjustment in some events in accordance with the terms of the Indenture but will not be adjusted for any accrued and
unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the
Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder
who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called, in the case of
an optional redemption) for redemption during the related redemption period (as set forth in the Indenture), as the case may be.
The Company may not redeem the Notes prior to
October 9, 2029, except in the event of a cleanup redemption (as defined below). The Company may redeem for cash all or any portion
of the Notes (subject to the partial redemption limitation described below), at its option, on a redemption date on or after October 9,
2029 and before the 31st scheduled trading day immediately prior to the maturity date if the last reported sale price of the common stock
has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive)
during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day
immediately preceding the date on which the Company provides the related notice of redemption (such redemption, an “optional redemption”).
If the Company elects to redeem less than all of the outstanding Notes in an optional redemption, at least $100,000,000 aggregate principal
amount of Notes must be outstanding and not subject to such optional redemption as of, and after giving effect to, delivery of the relevant
notice of redemption (such limitation, the “partial redemption limitation”). In addition, subject to certain conditions described
in the Indenture, the Company may redeem for cash all, but not less than all, of the Notes at any time prior to the 31st scheduled trading
day immediately preceding the maturity date, if the aggregate principal amount of the Notes that remains outstanding as of the date the
Company sends the related notice of redemption is less than $100,000,000 (such redemption, a “cleanup redemption”). The redemption
price for any optional redemption or cleanup redemption will be equal to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid special interest, if any, to, but excluding, the relevant redemption date. No sinking fund is provided for the Notes.
If the Company undergoes a “fundamental
change” (as defined in the Indenture), then, subject to certain conditions and except as described in the Indenture, holders may
require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of
the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental
change repurchase date.
The Indenture includes customary covenants and
sets forth certain events of default. The following events are considered “events of default” under the Indenture:
| · |
default in any payment of special interest, if any, on any Note when due and
payable and the default continues for a period of 30 days; |
| · |
default in the payment of principal of any Note when due and payable at its
stated maturity, upon optional redemption, upon cleanup redemption, upon any required repurchase, upon declaration of acceleration or
otherwise; |
| · |
failure by the Company to comply with its obligation to convert the Notes in
accordance with the Indenture upon exercise of a holder’s conversion right, and such failure continues for five business days; |
| · |
failure by the Company to give (i) a fundamental change notice or notice of
a make-whole fundamental change, in either case when due and such failure continues for five business days, or (ii) notice of a specified
corporate transaction when due and such failure continues for three business days; |
| · |
failure by the Company to comply with its obligations in respect of any consolidation,
merger or sale of assets; |
| · |
failure by the Company to comply with any of the other agreements in the Notes
or the Indenture for 60 days after receipt of written notice of such failure from the trustee or the holders of at least 25% in principal
amount of the Notes then outstanding; |
| · |
default by the Company or any of its significant subsidiaries (as defined in
the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may
be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $80,000,000 (or its foreign currency
equivalent), in the aggregate of the Company and/or any of the Company’s significant subsidiaries, whether such indebtedness now
exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated
maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all
applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the
cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not
have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days after written notice to
the Company by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then
outstanding in accordance with the Indenture; and |
| · |
certain events of bankruptcy, insolvency or reorganization of the Company or
any of the Company’s significant subsidiaries. |
If certain bankruptcy and insolvency-related events
of default occur with respect to the Company, the principal of, and accrued and unpaid special interest, if any, on, all of the Notes
then outstanding shall automatically become due and payable. If an event of default with respect to the Notes, other than certain bankruptcy
and insolvency-related events of default with respect to the Company, occurs and is continuing, the trustee, by notice to the Company,
or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the trustee, may declare 100%
of the principal of and accrued and unpaid special interest, if any, on all the outstanding Notes to be due and payable. Notwithstanding
the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to the
Company’s failure to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence
of such an event of default, consist exclusively of the right to receive special interest on the Notes.
The Indenture provides that the Company shall
not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties
and assets of the Company and its subsidiaries, taken as a whole, to another person (other than any such sale, conveyance, transfer or
lease to one or more of the Company’s direct or indirect wholly owned subsidiaries) (each, a “business combination event”),
unless: (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as
defined in the Indenture) (such qualified successor entity, the “successor entity”) organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia, and such successor entity (if not the Company) expressly
assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately
after giving effect to such business combination event, no default or event of default has occurred and is continuing under the Indenture.
A copy of the Indenture is attached hereto as
Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this
description is qualified in its entirety by reference to such document).
Capped Call Transactions
On October 13, 2026, in connection with the
pricing of the Notes, and on October 14, 2026, in connection with the exercise in full by the initial purchasers of the Option, the
Company entered into privately negotiated capped call transactions with certain of the initial purchasers or affiliates thereof and certain
other financial institutions (the “option counterparties”), pursuant to capped call confirmations in substantially the form
filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference (and this description is
qualified in its entirety by reference to such document). The capped call transactions cover, subject to customary adjustments, the number
of shares of common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential
dilution to the common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess
of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price
initially equal to $48.02 per share of common stock (which represents a premium of 100.0% over the last reported sale price of the common
stock of $24.01 per share on the New York Stock Exchange on October 13, 2026), and is subject to certain adjustments under the terms
of the capped call transactions.
Proceeds
The Company’s net proceeds from the Offering,
including the exercise in full by the initial purchasers of the Option, were approximately $1,408 million after deducting the initial
purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company used approximately $151.4
million of the net proceeds to pay the cost of the capped call transactions described above. The Company used approximately $150.0 million
of the net proceeds to repurchase shares of its common stock from purchasers of the Notes in the Offering in privately negotiated transactions
with or through one of the initial purchasers or its affiliates concurrently with the pricing of the Notes (the “Share Repurchases”).
The Company expects to use the remainder of the net proceeds for general corporate purposes, additional repurchases of its common stock,
working capital, capital expenditures, and potential acquisitions and strategic transactions or investments involving businesses, technologies,
or products that the Company may identify from time to time.
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 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Notes to the
initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified
institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied
on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated
October 13, 2026 by and among the Company and the representatives of the initial purchasers.
The Notes and the shares of common stock issuable
upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements. The Company does not intend to file a registration statement
for the resale of the Notes or any shares of common stock issuable upon conversion of the Notes.
Based on the initial conversion rate, the Notes
are convertible into 46,054,481 shares of common stock and, in limited circumstances, are convertible into a maximum of 59,870,868 shares
of common stock. The Notes are subject to customary anti-dilution adjustment provisions. To the extent that any shares of common stock
are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities
Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with
conversion of the Notes and any resulting issuance of shares of common stock.
Item 8.01 Other Events.
Share Repurchases
Concurrently with the pricing of the Notes, the
Company used approximately $150.0 million of the net proceeds from the Offering to repurchase approximately 6.2 million shares of its
common stock in the Share Repurchases. The purchase price per share of the common stock repurchased in the Share Repurchases was equal
to the closing price per share of the common stock on the New York Stock Exchange on October 13, 2026, which was $24.01 per share.
The Share Repurchases are expected to settle on or about October 16, 2026.
Press Releases
On October 13, 2026, the Company issued a
press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On October 14, 2026, the Company issued a
press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements
regarding the anticipated use of proceeds from the Offering, the effects of the Share Repurchases, and expectations regarding the effect
of the capped call transactions and the actions of the option counterparties and their respective affiliates. In some cases, forward-looking
statements can be identified by terminology such as “will,” “may,” “should,” “could,”
“expects,” “intends,” “plans,” “aims,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other
comparable terminology, although not all forward-looking statements contain these words. The forward-looking statements in this Current
Report on Form 8-K are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements
because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond the Company’s control and
which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks,
uncertainties, and other factors include, among others, those risks and uncertainties described under the heading “Risk Factors”
in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and Quarterly Report on Form 10-Q
for the fiscal quarter ended July 31, 2026, each filed with the U.S. Securities and Exchange Commission (the “SEC”),
and in subsequent filings made by the Company with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required
by law, the Company disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this
Current Report on Form 8-K in the event of new information, future developments or otherwise. These forward-looking statements are
based on the Company’s current expectations and speak only as of the date of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| |
|
| 4.1 |
|
Indenture, dated as of October 16, 2026, by and between SentinelOne, Inc. and U.S. Bank Trust Company, National Association, as Trustee. |
| |
|
| 4.2 |
|
Form of Global Note, representing SentinelOne, Inc.’s 0.00% Convertible Senior Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1). |
| |
|
| 10.1 |
|
Form of Confirmation for Capped Call Transactions. |
| |
|
| 99.1 |
|
Press release titled “SentinelOne Announces Proposed Private Placement of $1.25 Billion of Convertible Senior Notes Due 2031”. |
| |
|
| 99.2 |
|
Press release titled “SentinelOne Announces Pricing of Offering of $1.25 Billion of 0.00% Convertible Senior Notes Due 2031”. |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 16, 2026 |
By: |
/s/ Sonalee Parekh |
| |
|
Sonalee Parekh |
| |
|
Chief Financial Officer |
Exhibit 99.1
SentinelOne Announces Proposed Private Placement
of $1.25 Billion of Convertible Senior Notes Due 2031
MOUNTAIN
VIEW, CA / SentinelOne, Inc. (NYSE: S) (“SentinelOne”) today announced that it intends to offer,
subject to market conditions and other factors, $1.25 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the
“notes”) in a private placement (the “offering”) to persons reasonably believed to be “qualified institutional
buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). SentinelOne also
intends to grant the initial purchasers of the notes an option to purchase, for settlement during a 13-day period beginning on, and including,
the date on which the notes are first issued, up to an additional $187.5 million aggregate principal amount of the notes.
The notes will be general senior unsecured obligations of SentinelOne.
The notes will not bear regular interest, and the principal amount of the notes will not accrete. Upon conversion, SentinelOne will pay
or deliver, as the case may be, cash, shares of SentinelOne’s Class A common stock or a combination of cash and shares of SentinelOne’s
Class A common stock, at SentinelOne’s election. The final terms of the notes, including the initial conversion rate and certain
other terms, will be determined at the time of the pricing of the notes.
SentinelOne expects to use the net proceeds from the offering (i) to
pay the cost of the privately negotiated capped call transactions described below, (ii) to repurchase up to $150.0 million of shares of
its Class A common stock concurrently with the pricing of the notes, as described below, and (iii) the remainder for general corporate
purposes, additional repurchases of its Class A common stock, working capital, capital expenditures, and potential acquisitions and strategic
transactions or investments involving businesses, technologies, or products that SentinelOne may identify from time to time.
In connection with the pricing of the notes, SentinelOne expects to
enter into privately negotiated capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other
financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments,
the number of shares of SentinelOne’s Class A common stock that will initially underlie the notes. The capped call transactions
are expected generally to reduce the potential dilution to SentinelOne’s Class A common stock upon any conversion of notes and/or
offset any cash payments SentinelOne is required to make in excess of the principal amount of converted notes, as the case may be, with
such reduction and/or offset subject to a cap. SentinelOne anticipates that the cap price of the capped call transactions will initially
represent a premium of at least 100% over the last reported sale price of SentinelOne’s Class A common stock on The New York Stock
Exchange on the pricing date of the offering. If the initial purchasers exercise their option to purchase additional notes, SentinelOne
expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with
the option counterparties.
In connection with establishing their initial hedges of the capped
call transactions, SentinelOne expects that the option counterparties or their respective affiliates will purchase shares of SentinelOne’s
Class A common stock and/or enter into various derivative transactions with respect to SentinelOne’s Class A common stock concurrently
with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price
of SentinelOne’s Class A common stock or the notes at that time.
In addition, SentinelOne expects that the option counterparties or
their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to SentinelOne’s
Class A common stock and/or purchasing or selling SentinelOne’s Class A common stock or other securities of SentinelOne in secondary
market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any early
conversion, repurchase, or redemption of the notes, to the extent SentinelOne unwinds a corresponding portion of the capped call transactions,
or if SentinelOne otherwise unwinds all or a portion of the capped call transactions, and during the final observation period for the
conversion of notes). This activity could also cause or avoid an increase or a decrease in the market price of SentinelOne’s Class
A common stock or the notes, which could affect the ability of a holder of notes to convert the notes and, to the extent the activity
occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration,
if any, that a holder of notes will receive upon conversion of the notes.
Concurrently with the pricing of the notes, SentinelOne intends to
use a portion of the net proceeds from the offering to repurchase up to $150.0 million of shares of its Class A common stock from purchasers
of notes in the offering in privately negotiated transactions with or through one of the initial purchasers or its affiliates (the “share
repurchases”). The share repurchases could increase, or reduce the size of any decrease in, the market price of SentinelOne’s
Class A common stock, including concurrently with the pricing of the notes, resulting in a higher effective conversion price for the notes.
SentinelOne expects the purchase price per share of SentinelOne’s Class A common stock repurchased in the share repurchases to equal
the closing price of SentinelOne’s Class A common stock on The New York Stock Exchange on the date of pricing of the notes. No assurance
can be given as to how much, if any, of SentinelOne’s Class A common stock will be repurchased or the terms on which it will be
repurchased. The offering is not contingent upon the repurchase of SentinelOne’s Class A common stock. SentinelOne may also conduct
further repurchases of its Class A common stock after the offering of the notes is completed.
The offer and sale of the notes and any shares of SentinelOne’s
Class A common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state
securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States
absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and other applicable securities laws.
SentinelOne intends to enter
into a credit agreement (the “credit agreement”) with respect to a $400 million secured revolving credit facility and is currently
in discussions with potential lenders regarding the terms thereof. However, the credit agreement has not been executed as of the date
of this press release, and there can be no assurance that SentinelOne will enter into the credit agreement on favorable terms or at all.
The completion of the offering is not contingent upon SentinelOne’s entry into the credit agreement.
This press release is neither an offer to sell nor a solicitation of
an offer to buy the notes or any shares of Class A common stock issuable upon the conversion of the notes, nor shall there be any sale
of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration
or qualification thereof under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the proposed terms of the
notes and capped call transactions, the timing, completion and size of the proposed offering of the notes and capped call transactions,
the anticipated use of proceeds from the offering (including the expected terms and the consummation of the share repurchases), the grant
of the option to the initial purchasers, the effects of the share repurchases, expectations regarding the effect of the capped call transactions
and the actions of the option counterparties and their respective affiliates, and SentinelOne’s intention to enter into the credit
agreement. In some cases, forward-looking statements can be identified by terminology such as “will,” “may,”
“should,” “could,” “expects,” “intends,” “plans,” “aims,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative
of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking
statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking
statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond SentinelOne’s
control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements.
These risks, uncertainties, and other factors include, among others, those risks and uncertainties described under the heading “Risk
Factors” in SentinelOne’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and Quarterly Report on Form
10-Q for the fiscal quarter ended July 31, 2026, each filed with the U.S. Securities and Exchange Commission (the “SEC”),
and in subsequent filings made by SentinelOne with the SEC, which are available on the SEC’s website at www.sec.gov. Except as
required by law, SentinelOne disclaims any intention or responsibility for updating or revising any forward-looking statements contained
in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on
SentinelOne’s current expectations and speak only as of the date of this press release.
Media Contact:
Regan DePinto
press@sentinelone.com
Exhibit 99.2
SentinelOne Announces Pricing of Offering of
$1.25 Billion of 0.00% Convertible Senior Notes Due 2031
MOUNTAIN
VIEW, CA / SentinelOne, Inc. (NYSE: S) (“SentinelOne”) today announced the pricing of $1.25
billion aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”)
to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”). SentinelOne has also granted the initial purchasers of the notes an option to purchase,
for settlement during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $187.5
million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to settle on October 16,
2026, subject to customary closing conditions.
The notes will be general senior unsecured obligations of SentinelOne.
The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on October 1,
2031, unless earlier converted, redeemed or repurchased.
SentinelOne estimates that the net proceeds from the offering will
be approximately $1,224 million (or approximately $1,408 million if the initial purchasers exercise their option to purchase additional
notes in full), after deducting the initial purchasers’ discount and estimated offering expenses payable by SentinelOne. SentinelOne
expects to use the net proceeds from the offering (i) to pay the approximately $131.6 million cost of the privately negotiated capped
call transactions described below, (ii) to repurchase approximately $150.0 million of shares of its Class A common stock concurrently
with the pricing of the notes, as described below, and (iii) the remainder for general corporate purposes, additional repurchases of its
Class A common stock, working capital, capital expenditures, and potential acquisitions and strategic transactions or investments involving
businesses, technologies, or products that SentinelOne may identify from time to time.
The notes will be convertible at the option of holders in certain circumstances.
Upon conversion, SentinelOne will pay or deliver, as the case may be, cash, shares of SentinelOne’s Class A common stock or a combination
of cash and shares of SentinelOne’s Class A common stock, at SentinelOne’s election.
The conversion rate will initially be 32.0379 shares of SentinelOne’s
Class A common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $31.21 per share
of SentinelOne’s Class A common stock). The initial conversion price represents a premium of approximately 30.0% over the last reported
sale price of $24.01 per share of SentinelOne’s Class A common stock on The New York Stock Exchange on October 13, 2026. The conversion
rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest, if any. In addition,
following certain corporate events that occur prior to the maturity date or if SentinelOne delivers a notice of redemption, it will, in
certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event
or convert its notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period,
as the case may be.
SentinelOne may not redeem the notes prior to October 9, 2029, except
in the event of a cleanup redemption as described below. SentinelOne may redeem for cash all or any portion of the notes (subject to certain
limitations), at its option, on a redemption date on or after October 9, 2029 and before the 31st scheduled trading day immediately prior
to the maturity date if the last reported sale price of SentinelOne’s Class A common stock has been at least 130% of the conversion
price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including
the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which SentinelOne provides
the related notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued
and unpaid special interest, if any, to, but excluding, the redemption date (such redemption, an “optional redemption”). In
addition, subject to certain conditions, SentinelOne may redeem for cash all, but not less than all, of the notes at any time prior to
the 31st scheduled trading day immediately preceding the maturity date if the aggregate principal amount of the notes that remains outstanding
at such time is less than $100.0 million, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid special interest, if any, to, but excluding, the redemption date (such redemption, a “cleanup redemption”).
If SentinelOne undergoes a “fundamental change” (as defined
in the indenture that will govern the notes), then, subject to certain conditions and exceptions, holders may require SentinelOne to repurchase
for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes
to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.
In connection with the pricing of the notes, SentinelOne entered into
privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and certain other
financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments,
the number of shares of SentinelOne’s Class A common stock initially underlying the notes. The capped call transactions are expected
generally to reduce the potential dilution to SentinelOne’s Class A common stock upon any conversion of notes and/or offset any
cash payments SentinelOne is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction
and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, SentinelOne expects to use
a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option
counterparties.
The cap price of the capped call transactions relating to the notes
is initially $48.02 per share of SentinelOne’s Class A common stock, which represents a premium of 100.0% over the last reported
sale price of $24.01 per share of SentinelOne’s Class A common stock on The New York Stock Exchange on October 13, 2026, and
is subject to certain adjustments under the terms of the capped call transactions.
SentinelOne has been advised that, in connection with establishing
their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares
of SentinelOne’s Class A common stock and/or enter into various derivative transactions with respect to SentinelOne’s Class
A common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease
in) the market price of SentinelOne’s Class A common stock or the notes at that time. In addition, SentinelOne has been advised
that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives
with respect to SentinelOne’s Class A common stock and/or purchasing or selling SentinelOne’s Class A common stock or other
securities of SentinelOne in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and
are likely to do so following any early conversion, repurchase, or redemption of the notes, to the extent SentinelOne unwinds a corresponding
portion of the capped call transactions, or if SentinelOne otherwise unwinds all or a portion of the capped call transactions, and during
the final observation period for the conversion of notes). This activity could also cause or avoid an increase or a decrease in the market
price of SentinelOne’s Class A common stock or the notes, which could affect the ability of a holder of notes to convert the notes
and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares
and value of the consideration, if any, that a holder of notes will receive upon conversion of the notes.
SentinelOne intends to use approximately $150.0 million of the net
proceeds from the offering to repurchase approximately 6.2 million shares of its Class A common stock from purchasers of the notes in
privately negotiated transactions with or through one of the initial purchasers or its affiliates concurrently with the pricing of the
notes (the “share repurchases”). The purchase price per share of Class A common stock repurchased in the share repurchases
is equal to the closing price per share of SentinelOne’s Class A common stock on The New York Stock Exchange on October 13, 2026,
which was $24.01 per share. The share repurchases could increase, or reduce the size of any decrease in, the market price of SentinelOne’s
Class A common stock concurrently with the pricing of the notes, and could have resulted in a higher effective conversion price for the
notes. The completion of the offering of the notes is not contingent upon the completion of the share repurchases. SentinelOne may also
conduct further repurchases of its Class A common stock after the offering of the notes is completed.
The notes were only offered to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The offer and
sale of the notes and any shares of SentinelOne’s Class A common stock issuable upon conversion of the notes have not been and will
not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of
an offer to buy the notes or any shares of Class A common stock issuable upon the conversion of the notes, nor shall there be any sale
of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration
or qualification thereof under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the timing and completion of the offering
of the notes, the anticipated use of proceeds from the offering (including the consummation of the share repurchases), the grant of the
option to the initial purchasers, the effects of the share repurchases, and expectations regarding the effect of the capped call transactions
and the actions of the option counterparties and their respective affiliates. In some cases, forward-looking statements can be identified
by terminology such as “will,” “may,” “should,” “could,” “expects,” “intends,”
“plans,” “aims,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” “continue,” or the negative of these terms or other comparable terminology, although not all forward-looking
statements contain these words. The forward-looking statements in this press release are neither promises nor guarantees, and you should
not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors,
many of which are beyond SentinelOne’s control and which could cause actual results to differ materially from those expressed or
implied by these forward-looking statements. These risks, uncertainties, and other factors include, among others, those risks and uncertainties
described under the heading “Risk Factors” in SentinelOne’s Annual Report on Form 10-K for the fiscal year ended January
31, 2026 and Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, each filed with the U.S. Securities and Exchange
Commission (the “SEC”), and in subsequent filings made by SentinelOne with the SEC, which are available on the SEC’s
website at www.sec.gov. Except as required by law, SentinelOne disclaims any intention or responsibility for updating or revising any
forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking
statements are based on SentinelOne’s current expectations and speak only as of the date of this press release.
Media Contact:
Regan DePinto
press@sentinelone.com
