SentinelOne Raises $1.25B Through 0.00% Convertible Notes Due 2031

SentinelOne, Inc. (S ) on October 14, 2026 announced the pricing of $1.25 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2031 in a private placement to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The company granted the initial purchasers of the notes an option to purchase up to an additional $187.5 million aggregate principal amount of the notes, for settlement during a 13-day period beginning on, and including, the date the notes are first issued. 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. They will not bear regular interest, the principal amount will not accrete, and they will mature on October 1, 2031, unless earlier converted, redeemed or repurchased.

SentinelOne estimates that net proceeds from the offering will be approximately $1,224 million, or approximately $1,408 million if the initial purchasers exercise their option in full, after deducting the initial purchasers’ discount and estimated offering expenses payable by the company. The company expects to use the net proceeds to pay the approximately $131.6 million cost of the capped call transactions described below, to repurchase approximately $150.0 million of shares of its Class A common stock concurrently with the pricing of the notes, and 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.

Conversion and Redemption Terms

The notes will be convertible at the option of holders in certain circumstances. Upon conversion, SentinelOne will pay or deliver cash, shares of its Class A common stock, or a combination of cash and shares, at the company’s election. The initial conversion rate is 32.0379 shares of Class A common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $31.21 per share. That conversion price represents a premium of approximately 30.0% over the last reported sale price of $24.01 per share of the Class A common stock on the New York Stock Exchange on October 13, 2026. The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest. Following certain corporate events that occur before the maturity date, or if SentinelOne delivers a notice of redemption, the company will in certain circumstances increase the conversion rate for a holder that elects to convert its notes in connection with the corporate event or during the related redemption period.

SentinelOne may not redeem the notes before October 9, 2029, except in a cleanup redemption. On or after October 9, 2029, and before the 31st scheduled trading day immediately preceding the maturity date, the company may redeem for cash all or any portion of the notes, subject to certain limitations, if the last reported sale price of its 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 ending on, and including, the trading day immediately preceding the date the company provides the related notice of redemption. The redemption price would equal 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any. Subject to certain conditions, the company may also redeem for cash all, but not less than all, of the notes at any time before the 31st scheduled trading day immediately preceding the maturity date if the aggregate principal amount of the notes then outstanding is less than $100.0 million, at a redemption price equal to 100% of the principal amount plus accrued and unpaid special interest, if any.

If SentinelOne undergoes a fundamental change, as defined in the indenture that will govern the notes, holders may, subject to certain conditions and exceptions, require the company to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any.

Capped Calls and Concurrent Share Repurchase

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, referred to as the option counterparties. The capped call transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the notes. According to the company, the capped call transactions are expected generally to reduce the potential dilution to its Class A common stock upon any conversion of the notes and to offset any cash payments it is required to make in excess of the principal amount of converted notes, with such reduction and offset subject to a cap. The initial cap price is $48.02 per share, a premium of 100.0% over the October 13, 2026 closing price of $24.01, and is subject to certain adjustments under the terms of the capped call transactions. 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.

SentinelOne said it has been advised that the option counterparties or their affiliates expect to purchase shares of its Class A common stock and/or enter into various derivative transactions with respect to the shares to establish their initial hedges of the capped call transactions concurrently with or shortly after the pricing of the notes, activity that could increase, or reduce the size of any decrease in, the market price of the Class A common stock or the notes at that time. The company said it has also been advised that the counterparties or their affiliates may modify their hedge positions by entering into or unwinding derivatives, or by purchasing or selling Class A shares or other SentinelOne securities, in secondary market transactions following the pricing and before the notes mature, and are likely to do so following any early conversion, repurchase, or redemption of the notes to the extent the company unwinds a corresponding portion of the capped call transactions, or during the final observation period for conversion of the notes.

SentinelOne intends to use approximately $150.0 million of the net proceeds 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 purchase price per share in those repurchases equals the closing price of the Class A common stock on the New York Stock Exchange on October 13, 2026, which was $24.01. Completion of the notes offering is not contingent upon completion of the share repurchases, and the company may conduct further repurchases of its Class A common stock after the offering is completed.

The pricing followed an October 13, 2026 announcement in which SentinelOne said it intended to offer the $1.25 billion of notes, subject to market conditions and other factors, with final terms including the initial conversion rate to be determined at the time of pricing. In that earlier release, the company also disclosed that it intends to enter into a credit agreement for a $400 million secured revolving credit facility and was in discussions with potential lenders regarding its terms. The credit agreement had not been executed as of the date of that announcement, and completion of the notes offering is not contingent upon the company’s entry into the credit agreement.

The notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A by means of a private offering memorandum. The notes and any shares of 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 the registration requirements of the Securities Act and other applicable securities laws.