{"success":true,"data":{"pressRelease":{"id":"167197","rtpr_id":"nBw7hvTlxa-20261013","ticker":"S","exchange":"NYSE","all_tickers":["S"],"title":"SentinelOne Announces Proposed Private Placement of $1.25 Billion of Convertible Senior Notes Due 2031","author":"Business Wire","published_at":"2026-10-13T10:55:00.154Z","article_body":"SentinelOne Announces Proposed Private Placement of $1.25 Billion of\nConvertible Senior Notes Due 2031\n\nSentinelOne, Inc. (NYSE: S) (“SentinelOne”) today announced that it\nintends to offer, subject to market conditions and other factors, $1.25\nbillion aggregate principal amount of 0.00% Convertible Senior Notes due 2031\n(the “notes”) in a private placement (the “offering”) to persons\nreasonably believed to be “qualified institutional buyers” pursuant to\nRule 144A under the Securities Act of 1933, as amended (the “Securities\nAct”). SentinelOne also intends to grant the initial purchasers of the notes\nan option to purchase, for settlement during a 13-day period beginning on, and\nincluding, the date on which the notes are first issued, up to an additional\n$187.5 million aggregate principal amount of the notes.\n\nThe notes will be general senior unsecured obligations of SentinelOne. The\nnotes will not bear regular interest, and the principal amount of the notes\nwill not accrete. Upon conversion, SentinelOne will pay or deliver, as the\ncase may be, cash, shares of SentinelOne’s Class A common stock or a\ncombination of cash and shares of SentinelOne’s Class A common stock, at\nSentinelOne’s election. The final terms of the notes, including the initial\nconversion rate and certain other terms, will be determined at the time of the\npricing of the notes.\n\nSentinelOne expects to use the net proceeds from the offering (i) to pay the\ncost of the privately negotiated capped call transactions described below,\n(ii) to repurchase up to $150.0 million of shares of its Class A common stock\nconcurrently with the pricing of the notes, as described below, and (iii) the\nremainder for general corporate purposes, additional repurchases of its Class\nA common stock, working capital, capital expenditures, and potential\nacquisitions and strategic transactions or investments involving businesses,\ntechnologies, or products that SentinelOne may identify from time to time.\n\nIn connection with the pricing of the notes, SentinelOne expects to enter into\nprivately negotiated capped call transactions with one or more of the initial\npurchasers or affiliates thereof and/or other financial institutions (the\n“option counterparties”). The capped call transactions will cover, subject\nto customary adjustments, the number of shares of SentinelOne’s Class A\ncommon stock that will initially underlie the notes. The capped call\ntransactions are expected generally to reduce the potential dilution to\nSentinelOne’s Class A common stock upon any conversion of notes and/or\noffset any cash payments SentinelOne is required to make in excess of the\nprincipal amount of converted notes, as the case may be, with such reduction\nand/or offset subject to a cap. SentinelOne anticipates that the cap price of\nthe capped call transactions will initially represent a premium of at least\n100% over the last reported sale price of SentinelOne’s Class A common stock\non The New York Stock Exchange on the pricing date of the offering. If the\ninitial purchasers exercise their option to purchase additional notes,\nSentinelOne expects to use a portion of the net proceeds from the sale of the\nadditional notes to enter into additional capped call transactions with the\noption counterparties.\n\nIn connection with establishing their initial hedges of the capped call\ntransactions, SentinelOne expects that the option counterparties or their\nrespective affiliates will purchase shares of SentinelOne’s Class A common\nstock and/or enter into various derivative transactions with respect to\nSentinelOne’s Class A common stock concurrently with or shortly after the\npricing of the notes. This activity could increase (or reduce the size of any\ndecrease in) the market price of SentinelOne’s Class A common stock or the\nnotes at that time.\n\nIn addition, SentinelOne expects that the option counterparties or their\nrespective affiliates may modify their hedge positions by entering into or\nunwinding various derivatives with respect to SentinelOne’s Class A common\nstock and/or purchasing or selling SentinelOne’s Class A common stock or\nother securities of SentinelOne in secondary market transactions following the\npricing of the notes and prior to the maturity of the notes (and are likely to\ndo so following any early conversion, repurchase, or redemption of the notes,\nto the extent SentinelOne unwinds a corresponding portion of the capped call\ntransactions, or if SentinelOne otherwise unwinds all or a portion of the\ncapped call transactions, and during the final observation period for the\nconversion of notes). This activity could also cause or avoid an increase or a\ndecrease in the market price of SentinelOne’s Class A common stock or the\nnotes, which could affect the ability of a holder of notes to convert the\nnotes and, to the extent the activity occurs during any observation period\nrelated to a conversion of notes, it could affect the number of shares and\nvalue of the consideration, if any, that a holder of notes will receive upon\nconversion of the notes.\n\nConcurrently with the pricing of the notes, SentinelOne intends to use a\nportion of the net proceeds from the offering to repurchase up to $150.0\nmillion of shares of its Class A common stock from purchasers of notes in the\noffering in privately negotiated transactions with or through one of the\ninitial purchasers or its affiliates (the “share repurchases”). The share\nrepurchases could increase, or reduce the size of any decrease in, the market\nprice of SentinelOne’s Class A common stock, including concurrently with the\npricing of the notes, resulting in a higher effective conversion price for the\nnotes. SentinelOne expects the purchase price per share of SentinelOne’s\nClass A common stock repurchased in the share repurchases to equal the closing\nprice of SentinelOne’s Class A common stock on The New York Stock Exchange\non the date of pricing of the notes. No assurance can be given as to how much,\nif any, of SentinelOne’s Class A common stock will be repurchased or the\nterms on which it will be repurchased. The offering is not contingent upon the\nrepurchase of SentinelOne’s Class A common stock. SentinelOne may also\nconduct further repurchases of its Class A common stock after the offering of\nthe notes is completed.\n\nThe offer and sale of the notes and any shares of SentinelOne’s Class A\ncommon stock issuable upon conversion of the notes have not been and will not\nbe registered under the Securities Act, any state securities laws or the\nsecurities laws of any other jurisdiction, and unless so registered, may not\nbe offered or sold in the United States absent registration or an applicable\nexemption from, or in a transaction not subject to, the registration\nrequirements of the Securities Act and other applicable securities laws.\n\nSentinelOne intends to enter into a credit agreement (the “credit\nagreement”) with respect to a $400 million secured revolving credit facility\nand is currently in discussions with potential lenders regarding the terms\nthereof. However, the credit agreement has not been executed as of the date of\nthis press release, and there can be no assurance that SentinelOne will enter\ninto the credit agreement on favorable terms or at all. The completion of the\noffering is not contingent upon SentinelOne’s entry into the credit\nagreement.\n\nThis press release is neither an offer to sell nor a solicitation of an offer\nto buy the notes or any shares of Class A common stock issuable upon the\nconversion of the notes, nor shall there be any sale of these securities in\nany state or jurisdiction in which such an offer, solicitation or sale would\nbe unlawful prior to the registration or qualification thereof under the\nsecurities laws of any such state or jurisdiction.\n\nForward-Looking Statements\n\nThis press release contains forward-looking statements within the meaning of\nthe Private Securities Litigation Reform Act of 1995, as amended, including\nstatements regarding the proposed terms of the notes and capped call\ntransactions, the timing, completion and size of the proposed offering of the\nnotes and capped call transactions, the anticipated use of proceeds from the\noffering (including the expected terms and the consummation of the share\nrepurchases), the grant of the option to the initial purchasers, the effects\nof the share repurchases, expectations regarding the effect of the capped call\ntransactions and the actions of the option counterparties and their respective\naffiliates, and SentinelOne’s intention to enter into the credit agreement.\nIn some cases, forward-looking statements can be identified by terminology\nsuch as “will,” “may,” “should,” “could,” “expects,”\n“intends,” “plans,” “aims,” “anticipates,” “believes,”\n“estimates,” “predicts,” “potential,” “continue,” or the\nnegative of these terms or other comparable terminology, although not all\nforward-looking statements contain these words. The forward-looking statements\nin this press release are neither promises nor guarantees, and you should not\nplace undue reliance on these forward-looking statements because they involve\nknown and unknown risks, uncertainties, and other factors, many of which are\nbeyond SentinelOne’s control and which could cause actual results to differ\nmaterially from those expressed or implied by these forward-looking\nstatements. These risks, uncertainties, and other factors include, among\nothers, those risks and uncertainties described under the heading “Risk\nFactors” in SentinelOne’s Annual Report on Form 10-K for the fiscal year\nended January 31, 2026 and Quarterly Report on Form 10-Q for the fiscal\nquarter ended July 31, 2026, each filed with the U.S. Securities and Exchange\nCommission (the “SEC”), and in subsequent filings made by SentinelOne with\nthe SEC, which are available on the SEC’s website at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54620750&newsitemid=20261012136462&lan=en-US&anchor=www.sec.gov&index=1&md5=966b1c9a96e4982887e74ded3152c53c)\n. Except as required by law, SentinelOne disclaims any intention or\nresponsibility for updating or revising any forward-looking statements\ncontained in this press release in the event of new information, future\ndevelopments or otherwise. These forward-looking statements are based on\nSentinelOne’s current expectations and speak only as of the date of this\npress release.\n\nCategory: Investors\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20261012136462/en/\n(https://www.businesswire.com/news/home/20261012136462/en/)\n\nInvestor Relations:\n\nSaad Nazir\n\ninvestors@sentinelone.com (mailto:investors@sentinelone.com)\n\nPress:\n\nCraig VerColen\n\npress@sentinelone.com (mailto:press@sentinelone.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBw7hvTlxa-20261013","title":"SentinelOne Announces Proposed Private Placement of $1.25 Billion of Convertible Senior Notes Due 2031","author":"Business Wire","ticker":"S","created":"2026-10-13T10:55:00.154Z","tickers":["S"],"exchange":"NYSE","article_body":"SentinelOne Announces Proposed Private Placement of $1.25 Billion of\nConvertible Senior Notes Due 2031\n\nSentinelOne, Inc. (NYSE: S) (“SentinelOne”) today announced that it\nintends to offer, subject to market conditions and other factors, $1.25\nbillion aggregate principal amount of 0.00% Convertible Senior Notes due 2031\n(the “notes”) in a private placement (the “offering”) to persons\nreasonably believed to be “qualified institutional buyers” pursuant to\nRule 144A under the Securities Act of 1933, as amended (the “Securities\nAct”). SentinelOne also intends to grant the initial purchasers of the notes\nan option to purchase, for settlement during a 13-day period beginning on, and\nincluding, the date on which the notes are first issued, up to an additional\n$187.5 million aggregate principal amount of the notes.\n\nThe notes will be general senior unsecured obligations of SentinelOne. The\nnotes will not bear regular interest, and the principal amount of the notes\nwill not accrete. Upon conversion, SentinelOne will pay or deliver, as the\ncase may be, cash, shares of SentinelOne’s Class A common stock or a\ncombination of cash and shares of SentinelOne’s Class A common stock, at\nSentinelOne’s election. The final terms of the notes, including the initial\nconversion rate and certain other terms, will be determined at the time of the\npricing of the notes.\n\nSentinelOne expects to use the net proceeds from the offering (i) to pay the\ncost of the privately negotiated capped call transactions described below,\n(ii) to repurchase up to $150.0 million of shares of its Class A common stock\nconcurrently with the pricing of the notes, as described below, and (iii) the\nremainder for general corporate purposes, additional repurchases of its Class\nA common stock, working capital, capital expenditures, and potential\nacquisitions and strategic transactions or investments involving businesses,\ntechnologies, or products that SentinelOne may identify from time to time.\n\nIn connection with the pricing of the notes, SentinelOne expects to enter into\nprivately negotiated capped call transactions with one or more of the initial\npurchasers or affiliates thereof and/or other financial institutions (the\n“option counterparties”). The capped call transactions will cover, subject\nto customary adjustments, the number of shares of SentinelOne’s Class A\ncommon stock that will initially underlie the notes. The capped call\ntransactions are expected generally to reduce the potential dilution to\nSentinelOne’s Class A common stock upon any conversion of notes and/or\noffset any cash payments SentinelOne is required to make in excess of the\nprincipal amount of converted notes, as the case may be, with such reduction\nand/or offset subject to a cap. SentinelOne anticipates that the cap price of\nthe capped call transactions will initially represent a premium of at least\n100% over the last reported sale price of SentinelOne’s Class A common stock\non The New York Stock Exchange on the pricing date of the offering. If the\ninitial purchasers exercise their option to purchase additional notes,\nSentinelOne expects to use a portion of the net proceeds from the sale of the\nadditional notes to enter into additional capped call transactions with the\noption counterparties.\n\nIn connection with establishing their initial hedges of the capped call\ntransactions, SentinelOne expects that the option counterparties or their\nrespective affiliates will purchase shares of SentinelOne’s Class A common\nstock and/or enter into various derivative transactions with respect to\nSentinelOne’s Class A common stock concurrently with or shortly after the\npricing of the notes. This activity could increase (or reduce the size of any\ndecrease in) the market price of SentinelOne’s Class A common stock or the\nnotes at that time.\n\nIn addition, SentinelOne expects that the option counterparties or their\nrespective affiliates may modify their hedge positions by entering into or\nunwinding various derivatives with respect to SentinelOne’s Class A common\nstock and/or purchasing or selling SentinelOne’s Class A common stock or\nother securities of SentinelOne in secondary market transactions following the\npricing of the notes and prior to the maturity of the notes (and are likely to\ndo so following any early conversion, repurchase, or redemption of the notes,\nto the extent SentinelOne unwinds a corresponding portion of the capped call\ntransactions, or if SentinelOne otherwise unwinds all or a portion of the\ncapped call transactions, and during the final observation period for the\nconversion of notes). This activity could also cause or avoid an increase or a\ndecrease in the market price of SentinelOne’s Class A common stock or the\nnotes, which could affect the ability of a holder of notes to convert the\nnotes and, to the extent the activity occurs during any observation period\nrelated to a conversion of notes, it could affect the number of shares and\nvalue of the consideration, if any, that a holder of notes will receive upon\nconversion of the notes.\n\nConcurrently with the pricing of the notes, SentinelOne intends to use a\nportion of the net proceeds from the offering to repurchase up to $150.0\nmillion of shares of its Class A common stock from purchasers of notes in the\noffering in privately negotiated transactions with or through one of the\ninitial purchasers or its affiliates (the “share repurchases”). The share\nrepurchases could increase, or reduce the size of any decrease in, the market\nprice of SentinelOne’s Class A common stock, including concurrently with the\npricing of the notes, resulting in a higher effective conversion price for the\nnotes. SentinelOne expects the purchase price per share of SentinelOne’s\nClass A common stock repurchased in the share repurchases to equal the closing\nprice of SentinelOne’s Class A common stock on The New York Stock Exchange\non the date of pricing of the notes. No assurance can be given as to how much,\nif any, of SentinelOne’s Class A common stock will be repurchased or the\nterms on which it will be repurchased. The offering is not contingent upon the\nrepurchase of SentinelOne’s Class A common stock. SentinelOne may also\nconduct further repurchases of its Class A common stock after the offering of\nthe notes is completed.\n\nThe offer and sale of the notes and any shares of SentinelOne’s Class A\ncommon stock issuable upon conversion of the notes have not been and will not\nbe registered under the Securities Act, any state securities laws or the\nsecurities laws of any other jurisdiction, and unless so registered, may not\nbe offered or sold in the United States absent registration or an applicable\nexemption from, or in a transaction not subject to, the registration\nrequirements of the Securities Act and other applicable securities laws.\n\nSentinelOne intends to enter into a credit agreement (the “credit\nagreement”) with respect to a $400 million secured revolving credit facility\nand is currently in discussions with potential lenders regarding the terms\nthereof. However, the credit agreement has not been executed as of the date of\nthis press release, and there can be no assurance that SentinelOne will enter\ninto the credit agreement on favorable terms or at all. The completion of the\noffering is not contingent upon SentinelOne’s entry into the credit\nagreement.\n\nThis press release is neither an offer to sell nor a solicitation of an offer\nto buy the notes or any shares of Class A common stock issuable upon the\nconversion of the notes, nor shall there be any sale of these securities in\nany state or jurisdiction in which such an offer, solicitation or sale would\nbe unlawful prior to the registration or qualification thereof under the\nsecurities laws of any such state or jurisdiction.\n\nForward-Looking Statements\n\nThis press release contains forward-looking statements within the meaning of\nthe Private Securities Litigation Reform Act of 1995, as amended, including\nstatements regarding the proposed terms of the notes and capped call\ntransactions, the timing, completion and size of the proposed offering of the\nnotes and capped call transactions, the anticipated use of proceeds from the\noffering (including the expected terms and the consummation of the share\nrepurchases), the grant of the option to the initial purchasers, the effects\nof the share repurchases, expectations regarding the effect of the capped call\ntransactions and the actions of the option counterparties and their respective\naffiliates, and SentinelOne’s intention to enter into the credit agreement.\nIn some cases, forward-looking statements can be identified by terminology\nsuch as “will,” “may,” “should,” “could,” “expects,”\n“intends,” “plans,” “aims,” “anticipates,” “believes,”\n“estimates,” “predicts,” “potential,” “continue,” or the\nnegative of these terms or other comparable terminology, although not all\nforward-looking statements contain these words. The forward-looking statements\nin this press release are neither promises nor guarantees, and you should not\nplace undue reliance on these forward-looking statements because they involve\nknown and unknown risks, uncertainties, and other factors, many of which are\nbeyond SentinelOne’s control and which could cause actual results to differ\nmaterially from those expressed or implied by these forward-looking\nstatements. These risks, uncertainties, and other factors include, among\nothers, those risks and uncertainties described under the heading “Risk\nFactors” in SentinelOne’s Annual Report on Form 10-K for the fiscal year\nended January 31, 2026 and Quarterly Report on Form 10-Q for the fiscal\nquarter ended July 31, 2026, each filed with the U.S. Securities and Exchange\nCommission (the “SEC”), and in subsequent filings made by SentinelOne with\nthe SEC, which are available on the SEC’s website at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54620750&newsitemid=20261012136462&lan=en-US&anchor=www.sec.gov&index=1&md5=966b1c9a96e4982887e74ded3152c53c)\n. Except as required by law, SentinelOne disclaims any intention or\nresponsibility for updating or revising any forward-looking statements\ncontained in this press release in the event of new information, future\ndevelopments or otherwise. These forward-looking statements are based on\nSentinelOne’s current expectations and speak only as of the date of this\npress release.\n\nCategory: Investors\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20261012136462/en/\n(https://www.businesswire.com/news/home/20261012136462/en/)\n\nInvestor Relations:\n\nSaad Nazir\n\ninvestors@sentinelone.com (mailto:investors@sentinelone.com)\n\nPress:\n\nCraig VerColen\n\npress@sentinelone.com (mailto:press@sentinelone.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-10-13T10:55:00.193531935Z","server_sent_at_ms":1791888900193},"received_at":"2026-10-13T10:55:00.420Z","source_url":"https://www.businesswire.com/news/home/20261012136462/en/"},"analysis":{"id":"155513","press_release_id":"167197","analysis_json":{"industry":{"label":"Software","sector":"Information Technology"},"redFlags":["potential dilution from note conversions, partially mitigated but capped by capped call transactions","$400 million revolving credit facility not yet executed and terms not assured"],"eventType":"debt_offering","narrative":"SentinelOne announced a proposed private placement of $1.25 billion of 0.00% Convertible Senior Notes due 2031 to qualified institutional buyers under Rule 144A.\n\nThe notes bear no regular interest, and initial purchasers hold an option for up to $187.5 million of additional notes. The company plans capped call transactions designed to reduce dilution, with a cap price at a premium of at least 100% over the stock's pricing-date sale price.\n\nProceeds will fund the capped calls, up to $150.0 million of concurrent share repurchases, and general corporate purposes including further buybacks and potential acquisitions. SentinelOne is also in discussions for a $400 million secured revolving credit facility, though that agreement has not been executed.","sentiment":"neutral","agentHooks":{"shouldPost":false,"suggestedAngle":"Zero-coupon convertible with capped calls and concurrent buyback -- cheap capital for buybacks and M&A with limited near-term dilution."},"keyFigures":{"guidance":"0.00% Convertible Senior Notes due 2031; $187.5M initial purchaser option; up to $150.0M concurrent share repurchase; cap price premium of at least 100% over last reported sale price","dealValueUsd":1250000000,"customDimensions":{"coupon":"0.00%","maturity":"2031","greenshoe_option":187500000,"concurrent_buyback":150000000,"revolving_credit_facility":400000000}},"namedEntities":{"people":[{"name":"Saad Nazir","role":"Investor Relations"},{"name":"Craig VerColen","role":"Press contact"}],"products":[],"companies":[{"name":"SentinelOne, Inc.","ticker":"S","relationship":"issuer"}],"dollarAmounts":[{"amount":"$1.25 billion","context":"aggregate principal amount of 0.00% Convertible Senior Notes due 2031"},{"amount":"$187.5 million","context":"option for initial purchasers to buy additional notes"},{"amount":"$150.0 million","context":"concurrent Class A share repurchase funded with proceeds"},{"amount":"$400 million","context":"proposed secured revolving credit facility"}]},"materialImpact":{"score":3,"reasoning":"A $1.25B zero-coupon convertible raise is a large, material financing for SentinelOne, but 0.00% coupon with capped calls to limit dilution and up to $150M concurrent buyback makes it roughly balance-sheet neutral rather than clearly dilutive or accretive."},"tickerRelevance":{"others":[],"primary":"S"},"globalImportance":45,"audienceRelevance":45,"eventTypeSecondary":["buyback"],"importanceComponents":{"dealSize":"$1.25B notes plus $400M revolver proposal","tickerTier":"large-cap cybersecurity software","eventGravity":"large convertible debt raise","retailFavoriteBoost":"moderate"}},"event_type":"debt_offering","event_type_secondary":["buyback"],"sentiment":"neutral","material_impact_score":3,"narrative":"SentinelOne announced a proposed private placement of $1.25 billion of 0.00% Convertible Senior Notes due 2031 to qualified institutional buyers under Rule 144A.\n\nThe notes bear no regular interest, and initial purchasers hold an option for up to $187.5 million of additional notes. The company plans capped call transactions designed to reduce dilution, with a cap price at a premium of at least 100% over the stock's pricing-date sale price.\n\nProceeds will fund the capped calls, up to $150.0 million of concurrent share repurchases, and general corporate purposes including further buybacks and potential acquisitions. SentinelOne is also in discussions for a $400 million secured revolving credit facility, though that agreement has not been executed.","key_figures":{"guidance":"0.00% Convertible Senior Notes due 2031; $187.5M initial purchaser option; up to $150.0M concurrent share repurchase; cap price premium of at least 100% over last reported sale price","dealValueUsd":1250000000,"customDimensions":{"coupon":"0.00%","maturity":"2031","greenshoe_option":187500000,"concurrent_buyback":150000000,"revolving_credit_facility":400000000}},"named_entities":{"people":[{"name":"Saad Nazir","role":"Investor Relations"},{"name":"Craig VerColen","role":"Press contact"}],"products":[],"companies":[{"name":"SentinelOne, Inc.","ticker":"S","relationship":"issuer"}],"dollarAmounts":[{"amount":"$1.25 billion","context":"aggregate principal amount of 0.00% Convertible Senior Notes due 2031"},{"amount":"$187.5 million","context":"option for initial purchasers to buy additional notes"},{"amount":"$150.0 million","context":"concurrent Class A share repurchase funded with proceeds"},{"amount":"$400 million","context":"proposed secured revolving credit facility"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:5c812bd9e28b810d","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-10-13T10:55:06.635Z","global_importance":45,"audience_relevance":45,"importance_components":{"dealSize":"$1.25B notes plus $400M revolver proposal","tickerTier":"large-cap cybersecurity software","eventGravity":"large convertible debt raise","retailFavoriteBoost":"moderate"}},"durationMs":6195,"modelName":"glm-5.3-flashx"}}