Ric Smith reports sell-to-cover and 10b5-1 sales totaling 48,035 S shares

Rhea-AI Filing Summary

SentinelOne insider sale by Ric Smith — This Form 4 shows Chief Product, Technology & Operations Officer Ric Smith reported two sales of Class A common stock on 09/08/2025 and 09/09/2025. The first sale of 24,515 shares at a weighted-average price of $18.69 was an issuer-mandated "sell to cover" to satisfy tax withholding on vested restricted stock units. The second sale of 23,520 shares at a weighted-average price of $18.07 was executed under a Rule 10b5-1 trading plan adopted April 15, 2025. Following the transactions the reporting person beneficially owned 928,021 Class A shares, some of which remain subject to forfeiture.

Positive

• Full disclosure of transaction purpose: issuer-mandated sell-to-cover and Rule 10b5-1 plan
• Specific volumes and weighted-average prices provided for the sales
• Offer to provide detailed execution prices on request, enhancing transparency
• Continued substantial ownership: 928,021 Class A shares beneficially owned after sales

Negative

• Insider sold 48,035 shares across two days, which could be viewed negatively by some investors
• Some remaining shares are subject to forfeiture, reducing immediately realizable ownership

Insights

Financial Analyst

Routine insider sales for tax withholding and plan-based trades; limited market signal.

The transactions total 48,035 shares sold over two days at weighted-average prices between $17.96 and $18.69. One sale was an issuer-mandated sell-to-cover for RSU tax withholding, which is nondiscretionary and reduces interpretive weight. The second sale was under an established Rule 10b5-1 plan, which further suggests pre-planned execution. These facts point to operational/compensation-driven liquidity rather than opportunistic timing by management.

Corporate Governance Expert

Disclosure is clear and complies with Section 16 and Rule 10b5-1 requirements.

The Form 4 explicitly states the nature of each sale and notes forfeitable shares, meeting transparency expectations. The reporting person offers to supply detailed price-by-price execution data upon request, which supports compliance. While insider selling can raise questions, here the governance signals (sell-to-cover, pre-existing 10b5-1 plan, explanatory footnotes) indicate adherence to policy rather than undisclosed insider activity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Ric

(Last) (First) (Middle)

C/O SENTINELONE, INC.

444 CASTRO STREET, SUITE 400

(Street)

MOUNTAIN VIEW CA 94041

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SentinelOne, Inc. [ S ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Prod Tech & Ops

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/08/2025		S(1)		24,515	D	$18.69	951,541(2)	D
Class A Common Stock	09/09/2025		S(3)		23,520	D	$18.07(4)	928,021(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units, and it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction.

2. Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met.

3. This transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.96 to $18.51 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Remarks:

	/s/ Keenan Conder, Attorney-in-Fact	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did SentinelOne (S) insider Ric Smith sell and why?

Ric Smith sold 24,515 shares on 09/08/2025 as an issuer-mandated sell-to-cover for RSU tax withholding and 23,520 shares on 09/09/2025 under a Rule 10b5-1 plan.

How many SentinelOne shares does Ric Smith own after the transactions?

Following the reported transactions, the reporting person beneficially owned 928,021 Class A shares.

What prices were the SentinelOne shares sold at?

The Form 4 reports a weighted-average price of $18.69 for the 09/08/2025 sales and a weighted-average price of $18.07 for the 09/09/2025 sales; individual trades ranged from $17.96 to $18.51.

Were the sales routine or discretionary?

The Form 4 states the 09/08/2025 sale was issuer-mandated to cover tax withholding and the 09/09/2025 sale was executed under a Rule 10b5-1 trading plan, indicating nondiscretionary or preplanned activity.

Are any of the remaining shares forfeitable?

Yes, the filing discloses that certain of the shares are subject to forfeiture if underlying vesting conditions are not met.