SentinelOne, Inc. has completed a private offering of $1.25 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2031. The offering included the full exercise of the initial purchasers' option to purchase an additional $187.5 million in notes. The notes were issued pursuant to an indenture dated October 16, 2026, with U.S. Bank Trust Company, National Association, acting as trustee.
The notes are general senior unsecured obligations of the company and will mature on October 1, 2031. They do not bear regular interest, and the principal amount does not accrete. Special interest may accrue under specific circumstances and is payable semiannually on April 1 and October 1 of each year, beginning April 1, 2027.
The initial conversion rate for the notes is 32.0379 shares of common stock per $1,000 principal amount, equivalent to an initial 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. Holders may convert the notes under specific conditions, including if the company calls the notes for redemption or upon the occurrence of certain corporate events.
SentinelOne intends to use the net proceeds from the offering to pay for capped call transactions, repurchase up to $150 million of its Class A common stock concurrently with pricing, and the remainder for general corporate purposes, including working capital, capital expenditures, and potential acquisitions.
