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SentinelOne Announces Pricing of Offering of $1.25 Billion of 0.00% Convertible Senior Notes Due 2031

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  • SentinelOne priced $1.25 billion in 0.00% Convertible Senior Notes due 2031 via a private placement to qualified institutional buyers under Rule 144A.
  • Initial purchasers hold an option to buy an additional $187.5 million of notes within a 13-day period starting October 16, 2026.
  • The notes are general senior unsecured obligations that mature on October 1, 2031, with no regular interest or accretion.
  • Estimated net proceeds are approximately $1.224 billion, or $1.408 billion if the option is fully exercised, after deducting discounts & expenses.
  • Proceeds will be used to fund $131.6 million in capped call transactions, repurchase $150 million of Class A common stock, & cover general corporate purposes.
  • The initial conversion rate is 32.0379 shares per $1,000 principal, representing an initial conversion price of ~$31.21 per share.
  • The initial conversion price includes a ~30% premium over the October 13, 2026, closing stock price of $24.01.
  • SentinelOne may not redeem notes before October 9, 2029, except for cleanup redemptions if less than $100 million remains outstanding.
  • Optional redemptions after October 9, 2029, require the stock price to exceed 130% of the conversion price for 20 of 30 trading days.
  • Holders may require repurchase at 100% of principal plus special interest upon a "fundamental change" as defined in the indenture.
  • Capped call transactions were entered into with a cap price of $48.02 per share, representing a 100% premium over the October 13, 2026, stock price.
  • Option counterparties expect to hedge the capped calls by purchasing stock or entering derivatives, which may influence market prices.
  • SentinelOne plans to repurchase ~6.2 million shares concurrently with the offering at $24.01 per share using $150 million of proceeds.
  • The notes & resulting shares were offered only to qualified institutional buyers in a private placement not registered under the Securities Act.