SentinelOne prices $1.25 billion convertible notes due 2031

SentinelOne, Inc. priced $1.25 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2031 in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The company, listed on the New York Stock Exchange under the ticker S, granted initial purchasers an option to buy up to an additional $187.5 million in notes during a 13-day period starting on the issuance date. Settlement is expected on October 16, 2026, subject to customary closing conditions.

The notes are general senior unsecured obligations that do not bear regular interest and whose principal amount does not accrete. They mature on October 1, 2031, unless earlier converted, redeemed, or repurchased. SentinelOne estimates net proceeds at approximately $1,224 million after deducting initial purchasers' discounts and estimated offering expenses. If the option is exercised in full, net proceeds are estimated at approximately $1,408 million.

The company expects to use the proceeds to pay approximately $131.6 million for capped call transactions, repurchase approximately $150 million of Class A common stock concurrently with pricing, and apply the remainder to general corporate purposes, additional repurchases, working capital, capital expenditures, and potential acquisitions or strategic transactions.

Holders may convert the notes in certain circumstances, with SentinelOne electing to pay cash, deliver Class A common stock, or provide a combination of both. The initial conversion rate is 32.0379 shares per $1,000 principal amount, equivalent to a conversion price of approximately $31.21 per share. This price represents a premium of approximately 30.0% over the last reported sale price of $24.01 per share on The New York Stock Exchange on October 13, 2026.

SentinelOne may not redeem the notes before October 9, 2029, except for a cleanup redemption if outstanding principal falls below $100 million. On or after that date, the company may redeem all or any portion of the notes if its Class A common stock price has been at least 130% of the conversion price for at least 20 trading days within a 30-day period ending on the trading day before the redemption notice.

In connection with pricing, SentinelOne entered into capped call transactions with initial purchasers and other financial institutions covering the shares initially underlying the notes. These transactions are expected to reduce potential dilution and offset cash payments above principal amounts, subject to a cap. The initial cap price is $48.02 per share, a 100.0% premium over the $24.01 closing price on October 13, 2026. SentinelOne has been advised that option counterparties expect to purchase shares or enter into derivative transactions to establish initial hedges concurrently with or shortly after pricing, which could affect the market price of its Class A common stock or the notes.