SentinelOne (NYSE: S) details Israeli tax deal and added 2026 expenses

Rhea-AI Filing Summary

SentinelOne, Inc. has reached an Assessment Agreement with the Israeli Tax Authority, resolving transfer pricing and intellectual property valuation disputes for fiscal years ended January 31, 2021 through January 31, 2025. This Agreement, which incorporates principles from a bilateral Advanced Pricing Agreement process with the IRS and the Israeli Tax Authority, fully settles related tax matters for the company and its affiliates.

SentinelOne had previously recorded a $136.0 million long-term tax contingency. It now expects to record an additional $14.0 million tax expense in the fiscal year ending January 31, 2026 tied to the final resolution of its Israeli subsidiary’s intellectual property valuation. In connection with the September 2025 acquisition of Prompt Security, Inc. and its Israeli subsidiary, the company also expects a further $30.0 million tax expense for the same fiscal year.

The Agreement provides for installment payments through 2030 at 7.0% annual interest, with an option to extend up to two years. Initial payments, denominated in local currency, are approximately $30 million in the first quarter of fiscal 2027, $10 million in the fourth quarter of fiscal 2027, and $15 million in the fourth quarter of fiscal 2028, with all remaining amounts accelerating upon a change in control.

Positive

• None.

Negative

• Additional tax burden: Beyond a previously recorded $136.0 million contingency, SentinelOne expects a further $14.0 million and $30.0 million in tax expenses for the fiscal year ending January 31, 2026, plus interest-bearing installment payments through 2030.

Insights

Tax and accounting analyst

Large tax settlement locks in certainty but adds sizable 2026 expenses.

SentinelOne has finalized a tax agreement with the Israeli Tax Authority covering transfer pricing and intellectual property valuation from fiscal years ended January 31, 2021 through January 31, 2025. This resolves ongoing uncertainty around Israeli tax exposure, using principles from a bilateral Advanced Pricing Agreement process with the IRS and the Israeli authority.

Financially, the impact is meaningful. Beyond the previously booked $136.0 million long-term tax contingency, the company expects an additional $14.0 million tax expense in the fiscal year ending January 31, 2026 related to its core Israeli operations, plus another $30.0 million tax expense tied to the September 2025 acquisition of Prompt Security, Inc. Together, these charges will weigh on reported earnings for that fiscal year.

The Agreement structures cash outflows over time, with installment payments through 2030 at 7.0% interest, including approximate payments of $30 million in the first quarter of fiscal 2027, $10 million in the fourth quarter of fiscal 2027, and $15 million in the fourth quarter of fiscal 2028. A change in control would accelerate all unpaid amounts, so future corporate transactions would need to account for this obligation.

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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): January 8, 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 of principal executive offices)						(Zip Code)

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 8.01 Other Events.

On January 8, 2026, SentinelOne, Inc. (the “Company”) entered into an Assessment Agreement (the “Agreement”) with the Israeli Tax Authority (the “ITA”) covering various transfer pricing matters for intercompany transactions between the Company and its Israeli subsidiary, Sentinel Labs Israel Ltd., including the valuation and taxation of the intergroup utilization of the Company’s Israeli subsidiary’s intellectual property. The Agreement covers the Company’s fiscal years ended January 31, 2021 through January 31, 2025 and fully and finally resolves all related disputed tax matters between the Company and its affiliates and the ITA.

This settlement with the ITA includes certain principles established in the bilateral Advanced Pricing Agreement (“APA”) process between the Company, the Internal Revenue Service and the ITA, through which the Company has been negotiating since fiscal year 2022, and provides a final tax determination on this matter.

As previously disclosed in the Company’s Form 10-Q dated May 28, 2025 for the first quarter of fiscal year 2026, the Company incurred a tax expense of $136.0 million and recorded a long-term tax contingency in that amount. In connection with the final resolution of this matter and all issues relating to the valuation of the Company’s Israeli subsidiary’s intellectual property, the Company expects to record an additional $14.0 million tax expense in the current fiscal year ending January 31, 2026.

In regard to the Company’s acquisition in September 2025 of Prompt Security, Inc. (“Prompt”) and its wholly owned Israeli subsidiary, the Company expects to record an additional $30.0 million tax expense for the fiscal year ending January 31, 2026. The Agreement also provides for the tax impact of the alignment of Prompt’s intellectual property into the Company’s structure and fully resolves any and all issues relating to the valuation of Prompt’s intellectual property.

The Agreement provides for installment payments through 2030 with unpaid balances accruing interest at 7.0% per annum. The Company has the option to extend the payment schedule for up to two additional years. In the event of a change in control, all unpaid amounts would accelerate in accordance with the terms of the Agreement. The initial installment payments through fiscal year 2028 are in local currency in the following approximate USD amounts: $30 million in the first quarter of fiscal year 2027, $10 million in the fourth quarter of fiscal year 2027, and $15 million in the fourth quarter of fiscal year 2028.

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.

SENTINELONE, INC.

Date: January 14, 2026

By:

/s/ Keenan Conder

Keenan Conder

Chief Legal Officer and Secretary

FAQ

What tax issue did SentinelOne (S) resolve with the Israeli Tax Authority?

SentinelOne entered into an Assessment Agreement with the Israeli Tax Authority covering transfer pricing matters and the valuation and taxation of its Israeli subsidiary’s intellectual property for fiscal years ended January 31, 2021 through January 31, 2025. This fully and finally resolves related disputed tax matters between the company, its affiliates, and the Israeli Tax Authority.

How much additional tax expense will SentinelOne (S) record from this agreement?

In addition to a previously recorded $136.0 million long-term tax contingency, SentinelOne expects to record an extra $14.0 million tax expense in the fiscal year ending January 31, 2026 related to its Israeli subsidiary’s intellectual property valuation.

What is the tax impact of SentinelOne’s acquisition of Prompt Security, Inc.?

For the September 2025 acquisition of Prompt Security, Inc. and its Israeli subsidiary, SentinelOne expects to record an additional $30.0 million tax expense for the fiscal year ending January 31, 2026. The Agreement also covers the tax impact of aligning Prompt’s intellectual property into SentinelOne’s structure and resolves valuation issues for that intellectual property.

How will SentinelOne (S) pay the tax amounts under the Israeli Assessment Agreement?

The Agreement provides for installment payments through 2030, with unpaid balances accruing interest at 7.0% per year. Approximate payments in local currency are $30 million in the first quarter of fiscal 2027, $10 million in the fourth quarter of fiscal 2027, and $15 million in the fourth quarter of fiscal 2028, with the company able to extend the schedule by up to two years.

What happens to the tax payments if there is a change in control of SentinelOne?

Under the Agreement with the Israeli Tax Authority, if there is a change in control of SentinelOne, all unpaid amounts owed under the Agreement would accelerate in accordance with its terms.

Which fiscal years are covered by SentinelOne’s agreement with the Israeli Tax Authority?

The Assessment Agreement covers SentinelOne’s fiscal years ended January 31, 2021 through January 31, 2025, addressing transfer pricing and intellectual property valuation issues for that period.