Skip to main content

SentinelOne, Inc.

For the period ended Apr 30, 2025. Filed May 28, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Apr 30, 2025 · Filed May 28, 2025

S$23.52+8.0%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Condensed Consolidated Financial Statements

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

  1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Business

SentinelOne, Inc. (SentinelOne, the Company, we, our, or us) was incorporated in January 2013 in the State of Delaware. We are a cybersecurity provider that delivers an artificial intelligence-powered platform to enable autonomous cybersecurity defense. Our headquarters is located in Mountain View, California with various other global office locations.

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), and applicable rules and regulations of the Securities and Exchange Commission (SEC), regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 filed with the SEC on March 26, 2025 (Annual Report).

In management’s opinion, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which reflect all normal recurring adjustments necessary to present fairly the results for the interim periods, but are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of SentinelOne and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ from these estimates, and such differences could be material to our condensed consolidated financial statements. There have been no material changes in our use of estimates during the three months ended April 30, 2025, as compared to the use of estimates disclosed in our Annual Report.

Significant Accounting Policies

There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Annual Report.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires additional disclosure in the notes to the financial statements of specified information about certain income statement line items. Additionally, in January 2025, the FASB further issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the provisions of this ASU.

Segment and Geographic Information

We have a single operating and reportable segment. Our chief operating decision maker (CODM) is our Chief Executive Officer. The CODM is regularly provided with financial information on a consolidated basis as reported in our condensed consolidated statements of operations. Our CODM uses consolidated net loss to assess financial performance and allocate resources. This financial metric is used by the CODM to make key operating decisions, such as the determination of the rate at which we seek to grow global operating margin and the allocation of budget between various departments. For information regarding our revenue by geography, see Note 3, Revenue and Contract Balances.

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash to the total of these amounts shown in the condensed consolidated statements of cash flows (in thousands):

As of April 30,As of January 31,
20252025
Cash and cash equivalents$188,624$186,574
Restricted cash, current1713,244
Restricted cash, non-current3,4663,484
$192,261$193,302

Restricted cash, current and restricted cash, non-current is presented within prepaid expenses and other current assets and other assets in the condensed consolidated balance sheets, respectively.

  1. REVENUE AND CONTRACT BALANCES

Disaggregation of Revenue

The following table summarizes revenue by geography based on the shipping address of end customers who have contracted to use our platform for the periods presented (in thousands, except percentages):

Three Months Ended April 30, 2025Three Months Ended April 30, 2024
Amount% of RevenueAmount% of Revenue
United States$142,44262%$118,24263%
International86,5873868,11337
Total$229,029100%$186,355100%

No single country other than the United States represented 10% or more of our revenue during the three months ended April 30, 2025 and 2024.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Substantially all of our sales are fulfilled through our channel partners, including distributors, resellers, managed security service providers, and others.

Contract Balances

Contract assets consist of unbilled accounts receivable, which arise when a right to consideration for our performance under the customer contract occurs before invoicing the customer. The amount of unbilled accounts receivable included within accounts receivable, net on the condensed consolidated balance sheets was $9.4 million and $5.5 million as of April 30, 2025 and January 31, 2025, respectively.

Contract liabilities consist of deferred revenue, which represents invoices billed in advance of performance under a contract. Deferred revenue is recognized as revenue over the contractual period. The deferred revenue balance was $545.4 million and $572.1 million as of April 30, 2025 and January 31, 2025, respectively. We recognized revenue of $175.9 million and $148.0 million during the three months ended April 30, 2025 and 2024, respectively, that was included in the corresponding contract liability balance at the beginning of the period.

Remaining Performance Obligations

Our contracts with customers typically range fromone tothree years. Revenue allocated to remaining performance obligations represents non-cancelable contract revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced in future periods.

For consumption and usage-based contracts with non-cancelable commitments, remaining performance obligations are determined based on the ratable recognition of the remaining commitment over the remaining contract term. The amount and timing of revenue recognition are generally dependent on customers’ future consumption, which is inherently variable at the customers’ discretion.

As of April 30, 2025, our remaining performance obligations were $1,163.4 million, of which we expect to recognize 86% as revenue over the next 24 months following April 30, 2025, with the remainder to be recognized thereafter.

  1. ACQUISITIONS

Fiscal 2025 Acquisitions

PingSafe

On February 1, 2024, we completed our acquisition of PingSafe Pte. Ltd. (PingSafe) to provide customers with a fully integrated platform that drives better automation across their entire cloud footprint. We acquired 100% of the shares of PingSafe for total consideration of approximately $59.2 million in cash and 2,354,607 shares of our Class A common stock. The acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations(ASC Topic 805).

The purchase price of the acquisition amounted to $83.0 million, which was primarily allocated to intangible assets of $11.3 million and goodwill of $72.9 million. We had post-combination expense with a fair value of $46.9 million that was not included in the purchase price for the acquisition, which is comprised of 1,497,212 shares of restricted common stock with an aggregate fair value of $41.2 million, and 214,976 assumed options with an aggregate fair value of $5.7 million of post-combination expense and $0.2 million included in the purchase price. Restricted common stock and assumed options will be recognized as stock-based compensation expense. All post-combination expense is expected to be recognized through February 2028. Post-combination compensation expense is subject to adjustment based on continuing service obligations to us of certain stockholders of PingSafe.

In connection with the acquisition of PingSafe, we also granted restricted stock units (RSUs) under our 2021 Equity Incentive Plan. For further details refer to Note 7, Stock-Based Compensation.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents the allocation of purchase consideration recorded on our consolidated balance sheet as of the acquisition date (in thousands):

Amount
Consideration:
Cash$56,789
Common stock (2,354,607 shares)(1)23,570
Assumed options169
Holdback subject to indemnification claims2,452
Fair value of total consideration transferred$82,980
Cash and cash equivalents$2,003
Accounts receivable542
Prepaid expenses and other current assets331
Intangible assets11,300
Accrued payroll and benefits(2)
Accrued liabilities(590)
Deferred revenue(671)
Other long-term liabilities(2,820)
Total identifiable net assets and liabilities10,093
Goodwill72,887
Total purchase consideration$82,980

(1) Consideration calculated using the fair value of our Class A common stock. The fair value of the 2,354,607 shares of Class A common stock issued as part of the consideration paid for PingSafe was determined on the basis of the closing market price of our Class A common stock on the acquisition date.

The excess of the purchase price over the fair value of net tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits resulting from the acquisition that will enhance the value of our platform for both new and existing customers and strengthen our competitive position.

The following table sets forth the amounts allocated to the intangible assets identified as of the date of acquisition, their estimated useful lives, and the amortization classification in the consolidated statements of operations:

Fair ValueUseful LifeAmortization classification
(in thousands) · (in years)
Customer relationships$2,7007Sales and marketing
Developed technology8,6005Cost of revenue
Total intangible assets acquired$11,300

Stride

On February 1, 2024, we acquired 100% of the issued and outstanding equity securities of Stride Security Ltd. (Stride), a security automation company, to add hyper-automation across our Singularity platform. The acquisition was accounted for as a business combination in accordance with ASC Topic 805.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The purchase price of the acquisition amounted to $7.5 million, which was primarily allocated to developed technology of $0.4 million and goodwill of $7.3 million. Goodwill represents the future benefits as a result of the acquisition that will enhance our product available to both new and existing customers and increase our competitive position. Developed technology will be amortized to cost of revenue on a straight-line basis over the estimated useful life offive years.

Additional Acquisition-related Information

We incurred $2.1 million and $0.6 million of transaction expenses related to the PingSafe and Stride acquisitions, respectively. The costs were recorded as general and administrative expenses in our consolidated statements of operations.

The goodwill acquired in both acquisitions are not tax deductible in local jurisdictions. The results of operations of PingSafe and Stride have been included in the condensed consolidated financial statements from the date of each acquisition and would not have had a material impact on our combined results of operations if the acquisitions had occurred on February 1, 2023.

The pro forma impact of the PingSafe and Stride business combinations during the three months ended April 30, 2025 was not material to our historical consolidated operating results and is therefore not presented, except for stock-based compensation expense related to restricted common stock issued in connection with the acquisition of PingSafe as disclosed in Note 7, Stock-Based Compensation. During the three months ended April 30, 2025, we recorded $4.5 million of stock-based compensation expense related to the PingSafe acquisition.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

  1. CASH AND CASH EQUIVALENTS, INVESTMENTS, AND FAIR VALUE MEASUREMENTS

The following tables summarize information about our cash, cash equivalents, and investments by investment category as of April 30, 2025 and January 31, 2025 (in thousands):

As of April 30, 2025
Fair Value LevelAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Assets
Cash and cash equivalents:
Cash$114,678$—$—$114,678
Money market fundsLevel 173,946——73,946
Total cash and cash equivalents$188,624$—$—$188,624
Short-term investments:
U.S. treasury securitiesLevel 1$239,096$702$(27)$239,771
Commercial paperLevel 214,865—(1)14,864
Corporate notes and bondsLevel 2273,260663(5)273,918
U.S. agency securitiesLevel 249,67269—49,741
Total short-term investments$576,893$1,434$(33)$578,294
Long-term investments:
U.S. treasury securitiesLevel 1$211,592$1,358$—$212,950
Corporate notes and bondsLevel 2190,372969(119)191,222
U.S. agency securitiesLevel 28,500—(10)8,490
Total long-term investments$410,464$2,327$(129)$412,662
Total assets measured at fair value$1,175,981$3,761$(162)$1,179,580

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of January 31, 2025
Fair Value LevelAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Assets
Cash and cash equivalents:
Cash$94,728$—$—$94,728
Money market fundsLevel 161,962——61,962
U.S. treasury securitiesLevel 19,9693—9,972
Commercial paperLevel 219,914—(2)19,912
Total cash and cash equivalents$186,573$3$(2)$186,574
Short-term investments:
U.S. treasury securitiesLevel 1$208,918$284$(74)$209,128
Commercial paperLevel 224,6061(2)24,605
Corporate notes and bondsLevel 2238,610586(6)239,190
U.S. agency securitiesLevel 262,257151—62,408
Total short-term investments$534,391$1,022$(82)$535,331
Long-term investments:
U.S. treasury securitiesLevel 1$208,104$787$(203)$208,688
Corporate notes and bondsLevel 2173,882573(331)174,124
U.S. agency securitiesLevel 213,458—(63)13,395
Total long-term investments$395,444$1,360$(597)$396,207
Total assets measured at fair value$1,116,408$2,385$(681)$1,118,112

We invest in highly rated securities with a weighted average maturity of 18 months or less. As of April 30, 2025, all of our investments will mature withintwo years.

There were no transfers between the levels of the fair value hierarchy during the three months ended April 30, 2025 and 2024.

As of April 30, 2025, we determined that the declines in the market value of our investment portfolio were not driven by credit-related factors. During the three months ended April 30, 2025 and 2024, we did not recognize any losses on our investments due to credit-related factors. As of April 30, 2025, there wereno securities in continuous unrealized loss positions for more than twelve months.

The tables above do not include the Company’s strategic investments in non-marketable debt and equity securities, which are recorded at cost, less any impairment, plus or minus observable price changes in orderly transactions for identical or similar investments of the same issuer. These were $27.1 million and $23.2 million as of April 30, 2025 and January 31, 2025, respectively, and are presented as long-term investments in the condensed consolidated balance sheets.

During the three months ended April 30, 2025 and April 30, 2024, the Company recognized immaterial impairment charges and realized gains on its non-marketable strategic investments. Impairment charges and realized gains on strategic investments are recognized in other income (expense), net.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

  1. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Intangible assets, net

Intangible assets, net consisted of the following (in thousands):

As of April 30,As of January 31,
20252025
Developed technology$87,700$87,700
Customer relationships85,00085,000
Backlog11,10011,100
Non-compete agreements650650
Trademarks150150
Patents5,2035,177
Total finite-lived intangible assets189,803189,777
Less: accumulated amortization(89,264)(82,877)
Total finite-lived intangible assets, net$100,539$106,900
Indefinite-lived intangible assets - domain names255255
Total intangible assets, net$100,794$107,155

Amortization expense of intangible assets was $6.3 million and $7.7 million for the three months ended April 30, 2025 and 2024, respectively.

As of April 30, 2025, estimated future amortization expense is as follows (in thousands):

Fiscal Year Ending January 31,
Remainder of 2026$19,798
202726,182
202816,422
202910,586
20308,666
Thereafter18,885
Total$100,539

Other liabilities

Other liabilities consisted of the following (in thousands):

As of April 30,As of January 31,
20252025
Income tax liability related to APA (1)$136,000$—
Operating lease liabilities, non-current12,55913,787
Deferred tax liabilities4,8874,960
Other long-term liabilities3,2423,061
Total other liabilities$156,688$21,808

(1) Refer to Note 9, Income Taxes for the discussion on the unrecognized tax benefits related to the bilateral Advance Pricing Agreement (APA).

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

  1. STOCK-BASED COMPENSATION

Stock-Based Compensation Expense

The components of stock-based compensation expense recognized in the condensed consolidated statements of operations consisted of the following (in thousands):

Three Months Ended April 30,
20252024
Cost of revenue$4,665$4,869
Research and development20,94117,465
Sales and marketing22,91518,074
General and administrative20,17018,145
Restructuring(36)—
Total$68,655$58,553

Restricted Stock Units

A summary of our RSU activity is as follows:

Number of RSUsWeighted-Average Grant Date Fair Value
Outstanding as of January 31, 202527,357,828$21.60
Granted13,941,63618.55
Released(2,747,751)22.34
Forfeited(1,968,853)20.29
Outstanding as of April 30, 202536,582,860$20.45

As of April 30, 2025, we had unrecognized stock-based compensation expense related to unvested RSUs of $683.5 million that is expected to be recognized on a straight-line basis over a weighted-average period of 3.1 years.

Performance Stock Units

In April 2025, we granted Performance Stock Units (PSUs) to certain executives subject to predetermined service-based and performance-based vesting conditions. These PSUs may vest from 0% to 225% of the number of target shares based on the achievement of certain financial performance metrics and will vest contingently over a period ofone tofour years, subject to continuous service with us. During the three months ended April 30, 2025, we have recorded $1.2 million stock-based compensation expense related to these PSUs.

A summary of our PSU activity is as follows:

Number of PSUsWeighted-Average Grant Date Fair Value
Outstanding as of January 31, 2025233,680$22.27
Granted542,43117.37
Released(224,323)22.26
Forfeited or cancelled(9,357)22.38
Outstanding as of April 30, 2025542,431$17.37

As of April 30, 2025, we had unrecognized stock-based compensation expense related to unvested PSUs of $9.1 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.0 year.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Stock Options

A summary of our stock option activity is as follows:

Number of OptionsWeighted-Average Exercise Price
Outstanding as of January 31, 202513,164,743$6.31
Exercised(2,520,990)4.87
Forfeited(19,337)1.26
Outstanding as of April 30, 202510,624,416$6.66
Vested and expected to vest as of April 30, 202510,624,416$6.66
Vested and exercisable as of April 30, 20258,208,612$5.88

As of April 30, 2025, we had unrecognized stock-based compensation expense related to unvested options of $17.4 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.2 years.

Employee Stock Purchase Plan

We recognized stock-based compensation expense related to the Employee Stock Purchase Plan (ESPP) of $1.6 million and $1.7 million, respectively, during the three months ended April 30, 2025 and 2024.

Restricted Common Stock

In connection with the acquisition of PingSafe, we issued 1,497,212 shares of restricted Class A common stock. We recorded stock-based compensation expense related to these restricted shares of $3.4 million and $3.4 million during the three months ended April 30, 2025 and 2024, respectively. As of April 30, 2025, we had unrecognized stock-based compensation expense related to this unvested restricted common stock of $24.0 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.0 year.

Modifications

During the three months ended April 30, 2025 and 2024, certain members of our management team converted to non-employee consultants or to positions that no longer provide substantive service to the Company (Management Transitions). These Management Transitions have been accounted for as modifications, under which the unvested awards were accelerated, the exercise period of certain vested awards has been extended, or a certain number of unvested awards will vest through the end of the agreements entered into in connection with the Management Transitions.

During the three months ended April 30, 2025 we recognized an incremental charge of $3.4 million related to the Management Transitions. No incremental charges related to the Management Transitions were recognized during the three months ended April 30, 2024.

  1. RESTRUCTURING

During the three months ended April 30, 2025, we executed a restructuring plan (Plan) as a result of a review of current strategic priorities, resource allocation, and cost reduction intended to reduce operating costs, improve operating margins and continue advancing our ongoing commitment to profitable growth. We incurred approximately $5.2 million in charges in connection with the Plan in the three months ended April 30, 2025, which primarily consists of $3.0 million in charges related to severance payments and employee benefits and $2.2 million of asset impairment charges related to facilities. These costs were substantially paid as of April 30, 2025 and the restructuring activities are expected to be fully completed by the end of the second quarter of fiscal 2026.

  1. INCOME TAXES

We compute our tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date income from continuing operations and adjusting for discrete items arising in that quarter.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

During the three months ended April 30, 2025, we incurred a discrete tax expense upon recording a long-term tax contingency of $136.0 million related to the APA matter, as discussed further below. Additionally, in connection with the APA matter, we released a valuation allowance upon the recognition of Israeli deferred tax assets of $4.7 million. Without respect to these two discrete items, we had an effective tax rate of (3.0)% and (2.2)% for the three months ended April 30, 2025 and 2024, respectively. The effective tax rate is primarily attributable to minimum taxes and profits in our foreign jurisdictions.

In 2022, we began negotiating an APA with the United States Internal Revenue Service (IRS) and the Israel Tax Authority (ITA), covering various transfer pricing matters for intercompany transactions, with the primary issue relating to the valuation of the intergroup utilization of our Israeli subsidiary’s intellectual property (APA matter). The proposed APA would cover our fiscal years ended or ending January 31, 2022 through January 31, 2026. An APA, if obtained, would provide us with a more predictable future business operating model, ensure certainty to timing and amounts of cash tax payments, and preclude the relevant tax authorities from making certain transfer pricing adjustments within the scope of these agreements. While this effort is ongoing, the process of negotiating has been lengthy and may take more time to resolve. While we still continue to vigorously defend our tax position, during the three months ended April 30, 2025, in the context of the APA negotiations, we discussed a framework for a final settlement and resolution of this matter with the ITA. As a result of such discussions, we reassessed our uncertain tax position in respect of the APA matter, and based on this reassessment, incurred a tax expense of $136.0 million in the three months ended April 30, 2025, and recorded a long-term tax contingency for this matter. We currently expect that any payments pursuant to an APA (if an APA is concluded) or negotiated settlement would be made over a number of years and subject to other terms and conditions. However, no agreements between us and the IRS and the ITA have been reached at this time. By its nature, a concluded APA is a tri-party agreement between the two competent tax authorities and the taxpayer, and therefore, a successful resolution of such requires compromise by all three parties in order to achieve such aforementioned certainty and conclusion, and accordingly there can be no assurance that the APA process will be successful. Alternatively, the APA process could be terminated without an agreed upon resolution. In such case, the ITA may initiate an audit of these agreements and transactions, the result of which could be a potential tax assessment. In this case, we intend to exhaust all administrative and judicial remedies necessary to resolve the matter, as necessary, which could be another lengthy process.

We believe that the tax positions we have taken on our Israeli filed tax returns related to these intercompany transactions are sustainable and meet the more likely than not criteria for recognition and measurement, prescribed by ASC Topic 740, Accounting for Income Taxes. We believe that our transfer pricing for these intercompany transactions are on arm’s-length terms, our assumptions, judgements, and estimates are reasonable, and the transactions are characterized appropriately based upon U.S. and OECD guidance and Israeli law. However, ASC 740 also requires that we consider all new information during the quarter, such as the framework for a final settlement and resolution of this matter as discussed with the ITA, without the limitation that the new information must change the technical merits of the position. As noted above, there can be no assurance that this matter will be resolved in our favor, or at the amount recorded, and any taxes, penalties, settlements or adverse judgments relating to this matter could materially and adversely impact our business, operating results, financial condition, and cash flows and the unrecognized tax benefit recorded during the three months ended April 30, 2025 could increase or decrease based on further developments relating to this matter.

  1. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. For purposes of this calculation, stock options, restricted common stock, RSUs, PSUs, and shares purchased pursuant to our ESPP are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis.

Basic and diluted net loss per share attributable to common stockholders was as follows (in thousands, except share and per share data):

Three Months Ended April 30,
20252024
Numerator:
Net loss attributable to Class A and Class B common stockholders$(208,193)$(70,105)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted327,976,349309,547,693
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted$(0.63)$(0.23)

The following potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive:

As of April 30,
20252024
RSUs and PSUs38,821,96833,116,512
Stock options8,208,61218,903,991
Restricted common stock998,1411,502,357
ESPP643,136479,275
Total48,671,85754,002,135
  1. COMMITMENTS AND CONTINGENCIES

Legal Contingencies

From time to time, we may be a party to various legal proceedings and subject to claims in the ordinary course of business.

Securities Litigation

On June 6, 2023, a securities class action was filed against us, our Chief Executive Officer and our former Chief Financial Officer, in the Northern District of California, captioned Johansson v. SentinelOne, Inc., Case No. 4:23-cv-02786. The suit is brought on behalf of an alleged class of stockholders who purchased or acquired shares of the Company’s Class A common stock between June 1, 2022 and June 1, 2023. The complaint alleged that defendants made false or misleading statements about our business, operations and prospects, including its annual recurring revenues and internal controls, and purports to assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (Exchange Act). A substantially similar suit was filed on June 16, 2023 in the same court against the same defendants asserting the same claims, captioned Nyren v. SentinelOne, Inc., Case No. 4:23-cv-02982. On October 4, 2023, the court issued an order consolidating both cases under the caption In re SentinelOne, Inc. Securities Litigation Case No. 4:23-cv-02786 and appointing a lead plaintiff. Defendants filed a motion to dismiss the consolidated complaint. On July 2, 2024, the District Court granted defendants’ motion, dismissing the consolidated complaint with leave for plaintiff to amend the complaint. Plaintiff filed an amended complaint on August 1, 2024. Defendants filed a motion to dismiss the amended complaint on September 16, 2024. We believe the case is without merit and defendants intend to defend the suit vigorously.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Derivative Litigation

On January 10, 2024, Plaintiff Walter Stochevski, derivatively on behalf of SentinelOne, filed a shareholder derivative complaint against SentinelOne and certain of its current and former directors and officers in the United States District Court for the District of Delaware, which was subsequently transferred to the United States District Court for the Northern District of California. The complaint alleges claims based on events similar to those in the securities class action and asserts causes of action against the individual defendants for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, and for making false and misleading statements about our business, operations, and prospects in violation of Section 10(b) of the Exchange Act. This matter has been consolidated with Newman, below, under the caption In re SentinelOne, Inc. Stockholder Derivative Litigation, Case No. 4:24-cv-01934, and both matters are stayed.

On March 29, 2024, Plaintiff Joel Newman, derivatively on behalf of SentinelOne, filed a shareholder derivative complaint against SentinelOne and certain of its current and former directors and officers in the United States District Court for the Northern District of California, alleging claims based on events similar to those in the securities class action and the Stochevski action, above, and asserting causes of action against the individual defendants for breach of fiduciary duty, unjust enrichment, and control person claims under Section 20(a) of the Exchange Act. This matter has been consolidated with Stochevski, above, under the caption In re SentinelOne, Inc. Stockholder Derivative Litigation, Case No. 4:24-cv-01934, and both matters are stayed.

Warranties and Indemnification

Our services are generally warranted to deliver and operate in a manner consistent with general industry standards that are reasonably applicable and materially conform with our documentation under normal use and circumstances. Our contracts generally include certain provisions for indemnifying customers against liabilities if our products or services infringe a third party’s intellectual property rights.

We also offer a limited warranty to certain customers, subject to certain conditions, to cover certain costs incurred by the customer in case of a cybersecurity breach. We have a cybersecurity liability policy that may cover our customers’ actual damages. We have not incurred any material costs related to such obligations and have not accrued any liabilities related to such obligations in the condensed consolidated financial statements as of April 30, 2025 and January 31, 2025.

In addition, we also indemnify certain of our directors and executive officers against certain liabilities that may arise while they are serving in good faith in their company capacities. We maintain director and officer liability insurance coverage that would generally enable us to recover a portion of any future amounts paid.

Other Contingencies

We are engaged in ongoing negotiations with the IRS and the ITA regarding a potential bilateral APA related to certain intercompany transfer pricing matters involving the intra-group utilization of the intellectual property of our Israeli subsidiary. While no agreements have been reached and the outcome remains uncertain, we reassessed our uncertain tax position during the three months ended April 30, 2025, and recorded a related long-term tax contingency. If we agree to an APA or other negotiated settlement, we may, as part of that agreement, be required to make significant payments to the Israeli government. We currently expect that any payments pursuant to an APA (if an APA is concluded) would be made over a number of years and subject to other terms and conditions. This matter remains unresolved and, if not successfully concluded, could result in additional obligations, including potential tax assessments. For more information, see Note 9, Income Taxes.

  1. EMPLOYEE BENEFIT PLAN

Our U.S. employees participate in a 401(k) defined contribution plan sponsored by us. Contributions to the plan are discretionary. There were $1.4 million and $1.4 million, in matching contributions for the three months ended April 30, 2025 and 2024, respectively.

SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Israeli Severance Pay

Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 (Section 14), all of our employees in Israel are entitled to monthly deposits made in their name with insurance companies, at a rate of 8.33% of their monthly salary.

These payments release us from any future severance payment obligation with respect to these employees; as such, any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset on our condensed consolidated balance sheets. We recorded severance expenses related to these employees of $0.9 million for each of the three months ended April 30, 2025 and 2024.

  1. SUBSEQUENT EVENTS

Share Repurchase

On May 22, 2025, our board of directors authorized the 2025 Share Repurchase Program, under which we may purchase up to $200.0 million of our outstanding shares of Class A common stock. We may repurchase shares of Class A common stock from time to time through open market purchases, in privately negotiated transaction or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The timing and total amount of stock repurchases will be at the discretion of management and will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The 2025 Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time, and does not obligate us to acquire any amount of Class A common stock. We expect to retire any repurchased shares of Class A common stock.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.