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SentinelOne, Inc.

For the period ended Jan 31, 2026. Filed Mar 19, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Mar 19, 2026

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

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Contents

Notes to Consolidated Financial Statements

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.). The consolidated financial statements include the accounts of SentinelOne and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Fiscal Year

Our fiscal year ends on January 31. References to fiscal 2026, 2025 and 2024 refer to the fiscal years ended January 31, 2026, January 31, 2025 and January 31, 2024, respectively.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates include, but are not limited to, stock-based compensation, the period of benefit for deferred contract acquisition costs, useful lives of long-lived assets and intangibles, the valuation of intangible assets acquired as part of a business combination, and accounting for income taxes. Actual results could differ from those estimates.

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 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 and long-lived assets by geography, see Note 3, Revenue and Contract Balances, and Note 12, Geographic Information, respectively.

Foreign Currency

Our reporting currency and the functional currency of our foreign subsidiaries is the U.S. dollar. Foreign currency transaction gains and losses, including those resulting from the remeasurement of monetary assets and liabilities denominated in a currency other than functional currency, notably the liability to the Israeli Tax Authority (ITA) related an Assessment Agreement (the Agreement), are recorded in other income (expense), net in the consolidated statements of operations.

To mitigate the volatility in earnings from these remeasurements, we enter into foreign currency forward contracts to economically hedge certain of these exposures. These derivative instruments are not designated as hedging instruments for accounting purposes. Accordingly, changes in the fair value of these contracts are recognized in other income (expense), net in the period of change to offset the transaction gains and losses of the underlying exposure.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In fiscal 2026 and 2025, we recorded $0.9 million and $1.2 million, respectively, in foreign currency transaction losses. The amount for fiscal 2026 includes $0.8 million in losses from forward contracts initiated during the year to hedge our exposure, which partially offset the fluctuation in remeasurement of underlying liabilities. In fiscal 2024, we recorded $0.1 million in foreign currency transaction gains.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers.

Revenue is recognized when a customer obtains control of the promised services. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for the subscriptions and services. We apply the following five-step approach to recognize revenue:

(i)Identification of the Contract, or Contracts, with the Customer—We determine that we have a contract with a customer when the contract is approved, the payment terms for the services can be identified, each party’s rights regarding the services to be transferred can be identified, the customer has the ability and intent to pay, and the contract has commercial substance. We apply judgment in determining the customer’s ability and intent to pay based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information of the customer.

We sell through our indirect relationships with our channel partners or direct relationships with end customers through our internal sales force. Apart from certain sales arrangements where channel partners are determined to be our customers, we have concluded that the end customer is our customer.

(ii)Identification of the Performance Obligations in the Contract—Performance obligations in a contract are identified based on the services that will be transferred to a customer that are both capable of being distinct, where the customer can benefit from the service either on its own or together with other resources that are readily available to the customer, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, we apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised services are accounted for as a combined performance obligation.

We have concluded that our contracts with customers do not contain warranties that give rise to a separate performance obligation.

(iii)Determination of the Transaction Price—The transaction price is the amount of consideration we expect to be entitled from a customer in exchange for providing the subscriptions and services. Variable consideration is included in the transaction price if, in our judgment, it is probable that no significant future reversal of cumulative revenue under the contract will occur.

Some of our end customers are entitled to receive service level commitment credits, in which we may be contractually obligated to provide partial refunds, and in rare instances, each representing a form of variable consideration. We have historically not experienced any significant incidents affecting the defined guarantees of performance levels or service response rates, and accordingly, estimated refunds related to service level commitment credits in the consolidated financial statements were not material during fiscal 2026, 2025 and 2024.

None of our contracts contain a significant financing component. The transaction price excludes amounts collected on behalf of third parties, such as sales taxes.

(iv)Allocation of the Transaction Price to the Performance Obligations in the Contract—If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of the transaction price to each performance obligation based on relative standalone selling price (SSP). Certain arrangements include variable consideration that is typically a function of transaction volume or another usage-based measure. Depending upon the structure of a particular arrangement, we may allocate the variable amount to each distinct service period within the series (i.e., direct allocation).

(v)Recognition of Revenue when, or as, Performance Obligations are Satisfied—Revenue is recognized when control of the related performance obligation is transferred to the customer in an amount that reflects the consideration expected to be received in exchange for the subscriptions or services.

We generate most of our revenue by selling subscriptions to our Singularity Platform. Our Singularity Platform delivers artificial intelligence-powered threat prevention, detection, and response capabilities, enabling an automatic protection against a full spectrum of cyber threats. We built our Singularity Platform to be deployed as a cloud service or in private and hybrid clouds. Customers can extend the functionality of their subscription to our platform by subscribing to additional Singularity Modules. The nature of our promise to the customer under the subscription is to stand ready to provide protection for the duration of the contractual term. As a result, we recognize revenue for these performance obligations ratably over the contractual term. Premium support and maintenance and other Singularity Modules are distinct from subscriptions and are recognized ratably over the term as the performance obligations are satisfied.

We distribute certain products and services through a network of resellers and channel partners. In certain arrangements, these resellers and partners are subject to contractual minimum purchase commitments over a specified term. Revenue from these arrangements is recognized when the products or services are sold to a customer.

Certain arrangements include variable consideration related either to transaction volume or another usage-based measure. Depending upon the structure of a particular arrangement, we (i) recognize revenue as each distinct service period is performed, (ii) recognize the estimate of variable consideration ratably over the period to which it relates, or (iii) apply the ‘right to invoice’ practical expedient and recognize revenue based on the amount invoiced to the customer during the period.

We generally invoice our customers upfront upon signing for the entire term of the contract, periodically, or in arrears. Most of our subscription contracts have a term ofone tothree years. Our payment terms typically range between 30 to 45 days. The invoiced amounts are treated as deferred revenue on the consolidated balance sheets and are recognized ratably over the term of the contract beginning on the date the customer is given access to our platform. Our contracts are generally non-cancelable over the contractual term.

Contracts with Multiple Performance Obligations

Our contracts with customers may contain multiple promised services consisting of subscriptions to our Singularity Platform, premium support and maintenance, and other Singularity Modules that are distinct and accounted for separately. The transaction price is allocated to separate performance obligations on a relative SSP basis. Our best evidence for SSP is the price we charge for the subscription or service when we sell it separately in similar circumstances to similar customers. In instances where performance obligations do not have observable standalone sales, we utilize available information that may include, but is not limited to, product groupings or applying the expected cost-plus margin approach to estimate the price we would charge if the service was sold separately.

Cost of Revenue

Cost of revenue consists primarily of third-party cloud infrastructure expenses incurred in connection with the hosting and maintenance of our platform, personnel-related costs associated with our customer support and services organization, including salaries, benefits, bonuses, and stock-based compensation, amortization of acquired

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

intangible assets, amortization of capitalized internal-use software, software and subscription services used by our customer support and services team, inventory-related costs, and allocated facilities and IT overhead costs.

Research and development costs are expensed as incurred, unless they qualify for recognition as capitalized internal-use software. Research and development expenses consist primarily of personnel-related costs, including salaries, benefits, bonuses, and stock-based compensation. Research and development expenses also include consulting fees, software and subscription services, third-party cloud infrastructure expenses incurred in developing our platform and modules, and allocated facilities and IT overhead costs.

Advertising Expenses

Advertising costs are expensed as incurred and included in sales and marketing expenses in the consolidated statements of operations. Advertising expenses were $26.3 million, $23.8 million, and $18.5 million for fiscal 2026, 2025 and 2024, respectively.

Stock-Based Compensation

We account for stock-based awards issued to employees, directors, and non-employee consultants based on the fair value of the awards at grant date. The fair value of stock option awards granted and rights to purchase shares under our employee stock purchase plan (ESPP) are generally estimated using the Black-Scholes option pricing model. Stock-based compensation expense for awards with only service-based vesting conditions is recognized on a straight-line basis over the requisite service period of the awards. Forfeitures are accounted for in the period in which they occur.

We granted certain awards that have both service-based vesting conditions and performance-based vesting conditions. For these awards, we recognize stock-based compensation expense on a graded basis over the total requisite service period for each separately vesting portion of performance tranches where it is probable that the performance-based vesting conditions will be achieved.

We also granted stock option awards with service-based, performance-based, and market-based vesting conditions to certain executives. For these awards, stock-based compensation expense is recognized using the accelerated attribution method over the requisite implied service period when it is probable the performance-based vesting condition will be achieved.

Income Taxes

We are subject to income taxes in the U.S. and other foreign jurisdictions.

We utilize the asset and liability method of accounting for income taxes, whereby deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, as well as net operating loss and other attribute carryforwards, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations, and risks associated with estimates of future taxable income in assessing the need for a valuation allowance.

We recognize income tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. We recognize penalties and accrued interest related to unrecognized tax benefits as income tax expense in the consolidated statements of operations.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net Loss per Share Attributable to Common Stockholders

We compute basic and diluted net loss per share attributable to common stockholders using the two-class method required for participating securities. We consider our restricted common stock and shares issued upon the early exercise of stock options subject to repurchase to be participating securities. Under the two-class method, net loss is not allocated to restricted common stock and early exercised stock options as the holders do not have a contractual obligation to share in our losses.

Cash, Cash Equivalents, and Restricted Cash

We consider all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents may consist of amounts invested in money market funds, U.S. treasury securities and commercial paper. Restricted cash consists of collateral for foreign currency forward contracts, indemnity escrow funds related to acquisitions, and collateralized letters of credit established in connection with lease agreements for our office facilities. Restricted cash, current and non-current, are included within prepaid expenses and other current assets and other assets, respectively, on our consolidated balance sheets.

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

As of January 31,
20262025
Cash and cash equivalents$169,627$186,574
Restricted cash, current22,6183,244
Restricted cash, non-current3,9133,484
$196,158$193,302

Investments

We determine the appropriate classification of our investments at the time of purchase and reevaluate such determination at each balance sheet date. Investments not considered cash equivalents, and with maturities of one year or less from the consolidated balance sheet date, are classified as short-term investments. Investments with maturities greater than one year from the consolidated balance sheet date are classified as long-term investments. We classify our investments as available-for-sale securities. Our investments are recorded at fair value with unrealized gains and losses, if any, reported in accumulated other comprehensive income (loss). When evaluating whether an investment's unrealized losses are related to credit factors, we review factors such as the extent to which fair value is below its cost basis, any changes to the credit rating of the security, adverse conditions specifically related to the security, changes in market interest rates and our intent to sell, or whether it is more likely than not we will be required to sell, before recovery of cost basis. We invest in highly rated securities with a weighted average maturity of 18 months or less. In addition, our investment policy limits the amount of our credit exposure to any one issuer and requires investments to be investment grade, with the primary objective of preserving capital and maintaining liquidity. Fair values were determined for each individual security in the investment portfolio.

We did not identify any credit losses on investments as of January 31, 2026 and 2025. Realized gains and losses on the sale of investments are determined on a specific identification method and are recorded in other income (expense), net in the consolidated statements of operations. Realized gains and losses on the sale of investments during fiscal 2026, 2025 and 2024 were not significant.

Strategic Investments

Our strategic investments consist of non-marketable equity investments in privately held companies. We elect to apply the measurement alternative and record non-marketable equity investments at cost, less any impairment, plus or minus observable price changes in orderly transactions for identical or similar investments of the same issuer. Strategic investments are included within long-term investments on our consolidated balance sheets and adjustments

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to their carrying amounts are recorded in other income (expense), net in the consolidated statements of operations. Receivables related to strategic investments are classified as prepaid expenses and other current assets and other assets on the consolidated balance sheet.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The carrying amounts reported on the consolidated balance sheets for accounts receivable, accounts payable, accrued liabilities, and accrued payroll and benefits approximate their respective fair values due to their short-term nature.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, investments, and accounts receivable. We maintain our cash, cash equivalents, restricted cash, and investments with high-credit-quality financial institutions mainly in the U.S. and Israel. We have not experienced any credit losses relating to our cash, cash equivalents, restricted cash, and investments. For accounts receivable, we are exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded on the consolidated balance sheets. We perform periodic credit evaluations of our customers and generally do not require collateral.

Channel partners that represented 10% or more of accounts receivable, net for the periods presented were as follows:

As of January 31,
20262025
Channel partner A21%10%
Channel partner B14%15%
Channel partner C*14%
  • Less than 10%

There were no end customers that represented 10% or more of accounts receivable as of January 31, 2026 or 2025.

The channel partners that represented 10% or more of our total revenue for the periods presented were as follows:

Year Ended January 31,
202620252024
Channel partner A18%20%19%
Channel partner B12%10%*
  • Less than 10%

There were no end customers that represented 10% or more of total revenue for fiscal 2026, 2025 and 2024.

Accounts Receivable

Accounts receivable are recorded at invoiced amounts and are non-interest bearing. We have a well-established collection history from our channel partners and end customers. We periodically evaluate the collectability of our accounts receivable and provide an allowance for doubtful accounts as necessary, based on the age of the receivable, expected payment ability, and collection experience. The allowance for doubtful accounts balance was $0.2 million and $0.3 million as of January 31, 2026 and 2025, respectively.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred Contract Acquisition Costs

We capitalize sales commissions and associated payroll taxes, and certain incentives (such as referral fees) paid to partners, that are incremental to obtaining a customer contract, which are recorded as deferred contract acquisition costs on the consolidated balance sheets. Sales commissions for the renewal of a contract are not considered commensurate with commissions paid for the initial contracts, given the substantive difference in commission rates in proportion to their respective contract values. Commissions paid, including certain incentives paid to partners, on a new contract are amortized on a straight-line basis over an estimated period of benefit offour years, while commissions paid on renewal contracts are amortized over the average contractual term of the renewal. We determine the estimated period of benefit based on both quantitative and qualitative factors, including the duration of our relationships with customers and the estimated useful life of our technology. Amortization of deferred contract acquisition costs is included in sales and marketing expenses in the consolidated statements of operations.

We periodically review these deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. We did not recognize any impairment of deferred contract acquisition costs during fiscal 2026, 2025 and 2024.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows:

Estimated Useful Life
Office furniture and equipment5 years
Computers, software, and electronic equipment3 years
Capitalized internal-use software4 years
Leasehold improvementsShorter of useful life or remaining term of lease

Costs for maintenance and repairs are expensed as incurred.

Capitalized Internal-Use Software

We capitalize certain internal-use software development costs related to our cloud platform. Costs incurred in the preliminary stages of development and post-development are expensed as incurred. Internal and external costs incurred during the development phase, if direct, are capitalized until the software is substantially complete and ready for our intended use. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Maintenance and training costs are expensed as incurred. Capitalized internal-use software is included in property and equipment and is amortized to cost of revenue on a straight-line basis over its estimated useful life.

Impairment of Long-Lived Assets (Including Goodwill and Intangible Assets)

Long-lived assets, including intangible assets with finite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the asset group. We recorded impairment losses related to excess facilities of $2.2 million and $2.4 million during fiscal 2026 and 2024, respectively. No impairment losses were recognized during fiscal 2025.

Goodwill is not amortized but tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may exist. The impairment test consists of a qualitative assessment to determine if the quantitative assessment is required. Goodwill impairment is recognized when the quantitative assessment results in the carrying value of the reporting unit exceeding its fair value, net of related

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

income tax effect, in which case an impairment charge is recorded to goodwill to the extent the carrying value exceeds the fair value, limited to the amount of goodwill. We did not recognize any impairment of goodwill during fiscal 2026, 2025 and 2024.

Business Combinations

We account for our acquisitions using the acquisition method of accounting. We allocate the fair value of purchase consideration to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, forecasted revenue, discount rates, and useful lives. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations. See Note 4, Acquisitions, for additional information regarding our acquisitions.

Leases

In accordance with ASC Topic 842, Leases, we determine if an arrangement is or contains a lease at inception by evaluating various factors, including if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration and other facts and circumstances. Operating lease right-of-use (ROU) assets and operating lease liabilities are recognized on the consolidated balance sheets at the lease commencement date based on the present value of lease payments over the lease term, which is the non-cancelable period stated in the contract adjusted for any options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease payments consist of the fixed payments under the arrangement, less any lease incentives, such as tenant improvement allowances. Variable costs, comprised of maintenance and utilities based on actual usage, are not included in the measurement of operating lease ROU assets and operating lease liabilities and are expensed when the event determining the amount of variable consideration to be paid occurs. When the implicit rate of the leases is not determinable, we use an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Lease cost for lease payments is recognized on a straight-line basis over the lease term.

We account for lease components and non-lease components as a single lease component. In addition, we do not recognize operating lease ROU assets and operating lease liabilities for leases with lease terms of 12 months or less.

In addition, we sublease certain of our unoccupied facilities to third parties. We recognize sublease income on a straight-line basis over the sublease term.

We did not have any material finance leases during fiscal 2026, 2025 and 2024.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

after December 15, 2027. Early adoption is permitted. The amendments may 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.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Subtopic 326-20): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient for all entities when estimating expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The ASU is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU is intended to simplify the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the provisions of this ASU.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU provides targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice. The amendments do not change the underlying principles of interim reporting. The ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the provisions of this ASU.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. This ASU addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. The ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the provisions of this ASU.

Recently Adopted Accounting Pronouncements

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. We adopted ASU 2023-09 during the year ended January 31, 2026. For further information, refer to Note 10, Income Taxes.

  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):

Year Ended January 31,
202620252024
Amount% of RevenueAmount% of RevenueAmount% of Revenue
U.S.$610,00661%$519,92863%$397,88564%
International391,27239301,53337223,26936
Total$1,001,278100%$821,461100%$621,154100%

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

No single country other than the U.S. represented 10% or more of our revenue during fiscal 2026, 2025 and 2024.

Substantially all of our sales are fulfilled through 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 consolidated balance sheets was $6.7 million and $5.5 million as of January 31, 2026 and 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 $633.1 million and $572.1 million as of January 31, 2026 and 2025, respectively. We recognized revenue of $478.1 million, $402.2 million and $305.7 million for fiscal 2026, 2025 and 2024, respectively, that was included in the corresponding contract liability balance at the beginning of the respective 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 January 31, 2026, our remaining performance obligations were $1.4 billion, of which we expect to recognize 86% as revenue over the next 24 months following January 31, 2026, with the remainder to be recognized thereafter.

Deferred contract acquisition costs were $160.6 million and $150.1 million as of January 31, 2026 and 2025, respectively. Amortization expense of contract costs was $78.1 million, $66.6 million, and $48.7 million for fiscal 2026, 2025 and 2024, respectively. We periodically review deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. We did not recognize any impairment of deferred contract acquisition costs during fiscal 2026, 2025 and 2024.

  1. ACQUISITIONS

Fiscal 2026 Acquisitions

Observo

On September 22, 2025, we completed the acquisition of Observo, Inc. (Observo), a provider of AI-ready data pipeline technology, to complement our existing product offerings and expand our data business portfolio. We acquired 100% of the shares of Observo for total consideration of approximately $130.2 million in cash and 5,263,156 shares of our Class A common stock.

Prompt

On September 5, 2025, we completed the acquisition of Prompt Security, Inc. (Prompt), a provider of security solutions focused on the generative and agentic artificial intelligence (AI) security space, to enhance our overall product offerings. We acquired 100% of the shares of Prompt for a total consideration of approximately $133.6 million in cash,1,555,099 shares of our Class A common stock, and 415,109 assumed options.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Preliminary Purchase Price Allocation and Acquisition Accounting

The acquisitions completed during fiscal 2026 were accounted for as business combinations, and the purchase prices were allocated to the assets acquired and liabilities assumed based on their respective fair values as of the acquisition dates, inclusive of measurement period adjustments recorded during the period, as presented below (in thousands). The purchase price allocations are preliminary and subject to change as we complete the valuation of certain assets acquired and liabilities assumed.

Observo · Prompt · Total
Consideration:
Cash$130,197$133,614$263,811
Common stock53,59017,19670,786
Assumed options—854854
Holdback subject to indemnification claims1,4588,55910,017
Fair value of total consideration transferred$185,245$160,223$345,468
—
Goodwill$151,763$131,271$283,034
Intangible assets33,50021,60055,100
Net assets (liabilities) assumed(18)7,3527,334
Total identifiable net assets and liabilities$185,245$160,223$345,468

Goodwill is primarily attributable to the assembled workforce and anticipated synergies arising from the integration.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the preliminary details of the identified intangible assets acquired (in thousands, except years):

Fair ValueUseful LifeAmortization classification
(in thousands) · (in years)
Observo
Developed technology$30,0005Cost of revenue
Customer relationships3,5009Sales and marketing
Total Observo intangible assets acquired$33,500
Prompt
Developed technology$20,0002Cost of revenue
Customer relationships1,6002Sales and marketing
Total Prompt intangible assets acquired$21,600
Total intangible assets acquired$55,100

We incurred $1.9 million and $2.7 million of transaction expenses related to Observo and Prompt acquisitions, respectively, during fiscal 2026. These costs were recorded as general and administrative expenses in our consolidated statements of operations.

The pro forma impact of the Observo and Prompt acquisitions during fiscal 2026 was not material to our historical consolidated operating results and is therefore not presented, except for the recognition of stock-based compensation expense of $9.8 million and $3.3 million, respectively. For further details, refer to Note 8, Stockholders’ Equity.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 8, Stockholders’ Equity.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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.

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

Fiscal 2024 Acquisition

KSG

On November 8, 2023, we completed our acquisition of Krebs Stamos Group LLC (KSG), a Washington D.C.-based privately held strategic advisory group. The purchase price of $13.9 million for all of the outstanding membership interests of KSG consisted of all cash and has been accounted for as a business combination in accordance with ASC Topic 805.

We recorded $4.8 million of net identifiable assets in our consolidated balance sheet as of the KSG acquisition date, of which $3.2 million was related to intangible assets. The excess of the purchase price over the fair value of net identifiable assets acquired has been assigned to goodwill in the amount of $9.1 million. The goodwill in this transaction is primarily attributable to expected operational synergies and the assembled workforce. Intangible assets consist of customer relationships, which will be amortized to sales and marketing expense on a straight-line basis over the estimated useful life offour years.

In connection with the KSG acquisition, we also granted performance stock units (PSUs) under our 2021 Equity Incentive Plan, which were later canceled and exchanged for RSUs in fiscal 2025. For further details, refer to Note 8, Stockholders’ Equity. As the shares are subject to post-acquisition employment, we are accounting for them as post-acquisition compensation expense.

Additional Acquisition-Related Information

The goodwill acquired from acquisitions in fiscal 2026 and 2025 is not tax deductible in local jurisdictions, whereas the goodwill from fiscal 2024 is expected to be deductible for tax purposes. The results of operations of the acquired businesses have been included in the consolidated financial statements from the date of each acquisition and would not have had a material impact on our consolidated results of operations if the acquisitions had occurred as of the beginning of the fiscal year prior to the fiscal year of the acquisitions.

  1. FAIR VALUE MEASUREMENTS

We measure fair value based on a three-level hierarchy, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs, as follows:

Level 1: Assets and liabilities whose values are based on observable inputs such as quoted (unadjusted) prices in active markets for identical assets or liabilities.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Level 2: Assets and liabilities whose values are based on inputs from quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability.

Level 3: Assets and liabilities whose values are based on unobservable inputs that are supported by little or no market activity and that are significant to the overall fair value measurement.

The following table summarizes information about our cash, cash equivalents, and investments by investment category for the periods presented (in thousands):

As of January 31, 2026
Fair Value LevelAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Assets
Cash and cash equivalents:
Cash$124,873$—$—$124,873
Money market fundsLevel 144,754——44,754
Total cash and cash equivalents$169,627$—$—$169,627
Short-term investments:
U.S. Treasury securitiesLevel 1$271,254$786$—$272,040
Corporate notes and bondsLevel 2177,892610—178,502
U.S. agency securitiesLevel 28,500—(1)8,499
Total short-term investments$457,646$1,396$(1)$459,041
Long-term investments:
U.S. Treasury securitiesLevel 1$45,754$227$—$45,981
Corporate notes and bondsLevel 258,473238—58,711
Total long-term investments$104,227$465$—$104,692
Total assets measured at fair value$731,500$1,861$(1)$733,360

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

There were no transfers between the levels of the fair value hierarchy during fiscal 2026, 2025 and 2024. As of January 31, 2026, all of our investments will mature withintwo years.

As of January 31, 2026, we determined that the declines in the market value of our investment portfolio were not driven by credit related factors. During fiscal 2026, 2025 and 2024, we did not recognize any losses on our investments due to credit related factors. As of January 31, 2026, there were no securities in continuous unrealized loss positions for more than twelve months.

The tables above do not include our strategic investments in non-marketable 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 and were $36.2 million and $23.2 million as of January 31, 2026 and 2025, respectively.

During fiscal 2026 and 2024, we incurred impairment charges on our non-marketable strategic investments of $1.0 million and $0.8 million. During fiscal 2025, we incurredno impairment charges on our non-marketable strategic investments. During fiscal 2026, 2025 and 2024, we recognized realized gains of $1.3 million, $0.3 million and $3.5 million respectively, on our non-marketable strategic investments. Impairment charges and realized gains on strategic investments were recognized in other income (expense), net. The fair value was estimated on a non-recurring basis based on Level 3 inputs.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Derivative Financial Instruments

To mitigate our exposure to foreign currency fluctuations resulting from a recognized income tax liability denominated in the Israeli New Shekel (ILS), we enter into foreign currency forward contracts. As of January 31, 2026, the notional value of outstanding forward contracts was $154.4 million.

The following table summarizes the fair value of our derivative instruments on the consolidated balance sheets (in thousands):

Classification · Fair Value Level · As of January 31,
2026 · 2025
Derivative Liabilities:
Foreign currency forward contracts not designated as hedging instrumentsAccrued expenses and other current liabilitiesLevel 2$574$—

Changes in the fair value of these derivative instruments are recognized in other income (expense), net on the consolidated statements of operations. These gains or losses are intended to economically offset the foreign currency transaction gains or losses generated by the remeasurement of the underlying ILS-denominated liability. For fiscal 2026, we recorded $0.8 million in losses specifically related to our foreign currency forward contracts. Cash flows from these contracts are classified within net cash provided by (used in) operating activities in the consolidated statements of cash flows.

  1. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Property and equipment, net

Property and equipment, net consisted of the following (in thousands):

As of January 31,
20262025
Office furniture and fixtures$1,490$1,594
Computers, software, and equipment3,9973,476
Capitalized internal-use software124,67890,694
Leasehold improvements11,66912,968
Construction in progress30132
Total property and equipment141,864108,864
Less: Accumulated depreciation and amortization(57,856)(37,090)
Total property and equipment, net$84,008$71,774

We capitalized internal-use software costs of $34.0 million, $37.8 million and $20.7 million during fiscal 2026, 2025 and 2024, respectively.

Depreciation and amortization expense related to property and equipment was $22.0 million, $15.2 million and $10.0 million for fiscal 2026, 2025 and 2024, respectively, including amortization expense related to capitalized internal-use software of $19.2 million, $12.3 million and $7.1 million for fiscal 2026, 2025 and 2024, respectively.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets, net

Intangible assets, net as of January 31, 2026 and 2025 consisted of the following (in thousands):

As of January 31,
20262025
Developed technology$137,700$87,700
Customer relationships90,10085,000
Backlog11,10011,100
Non-compete agreements650650
Trademarks150150
Patents5,3765,177
Total finite-lived intangible assets245,076189,777
Less: accumulated amortization(115,783)(82,877)
Total finite-lived intangible assets, net$129,293$106,900
Indefinite-lived intangible assets - domain names255255
Total intangible assets, net$129,548$107,155

Amortization expense of intangible assets was $32.9 million, $27.6 million, and $28.9 million for fiscal 2026, 2025, and 2024, respectively.

As of January 31, 2026, estimated future amortization expense is as follows (in thousands):

Fiscal Year Ending January 31,
2027$43,389
202829,221
202917,011
203015,073
203112,826
Thereafter11,773
Total$129,293

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued expenses and other current liabilities

As of January 31,
20262025
Income tax liabilities related to intellectual property alignment, current (1)$40,878$—
Accrued expenses29,70119,358
Acquisition-related holdback payments10,0174,195
Deferred vendor credits8,64012,211
Customer payments in advance8,2173,852
Operating lease liabilities, current5,8945,278
Other current liabilities13,91310,761
Total accrued expenses and other current liabilities$117,260$55,655

Other liabilities

Other liabilities consisted of the following (in thousands):

As of January 31,
20262025
Income tax liabilities related to intellectual property alignment, non-current (1)$143,956$—
Operating lease liabilities, non-current9,10713,787
Deferred tax liabilities4,1424,960
Other long-term liabilities4,1203,061
Total other liabilities$161,325$21,808

(1) Refer to Note 10, Income Taxes for the discussion of the Assessment Agreement with the ITA regarding the alignment of intellectual property and related transfer pricing matters.

  1. LEASES

We have entered into real estate operating lease agreements with various expiration dates through fiscal 2030, some of which include options to extend the leases for up tothree years, and some of which include options to terminate the leases. Our operating lease arrangements do not contain any restrictive covenants or residual value guarantees.

The following tables provide supplemental lease information, including supplemental balance sheet information as of January 31, 2026 and 2025, supplemental cash flow information for fiscal 2026, 2025, and 2024 as well as the weighted-average remaining lease term and weighted-average discount rate as of January 31, 2026 and 2025 (in thousands, except lease term and discount rate):

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31,
Classification20262025
Supplemental Balance Sheet Information
Operating lease ROU assets – non-currentOther assets$10,145$15,486
Operating lease liabilities – currentAccrued expenses and other current liabilities$5,894$5,278
Operating lease liabilities – non-currentOther liabilities9,10713,787
Total operating lease liabilities$15,001$19,065
Year Ended January 31,
202620252024
Supplemental Cash Flow Information
Cash paid for amount included in the measurement of operating lease liabilities$6,373$5,858$4,987
Operating lease ROU assets obtained in exchange for operating lease liabilities$—$1,091$616
As of January 31,
20262025
Lease Term and Discount Rate
Weighted-average remaining lease term (years)2.603.52
Weighted-average discount rate4.2%4.3%

The components of lease costs, net of sublease income, consisted of the following (in thousands):

Year Ended January 31,
202620252024
Operating lease costs$4,753$4,719$4,855
Short-term lease costs1503519
Variable lease costs2,3421,6271,323
Sublease income(1,722)(979)(941)
Total lease costs$5,523$5,402$5,256

The maturities of our operating lease liabilities as of January 31, 2026 were as follows (in thousands):

Fiscal Year Ending January 31,Amount
2027$6,321
20286,232
20292,966
2030155
Total operating lease payments15,674
Less: Imputed interest(673)
Present value of operating lease liabilities$15,001

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1. STOCKHOLDERS’ EQUITY

Common Stock

We have two classes of common stock: Class A common stock and Class B common stock. In connection with our IPO, we amended and restated our certificate of incorporation and authorized 1,500,000,000 shares of Class A common stock and 300,000,000 shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting rights. Each share of Class A common stock is entitled toone vote. Each share of Class B common stock is entitled totwenty votes. Class A and Class B common stock each have a par value of $0.0001 per share, and are referred to collectively as our common stock throughout the notes to the consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Shares of Class B common stock automatically convert to Class A common stock at the earlier of: (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii)seven years from the date of our prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act (Final Prospectus), or June 29, 2028, (iii) the first date following the completion of our IPO on which the number of shares of outstanding Class B common stock (such calculations shall include shares of Class B common stock subject to outstanding stock options) held by Tomer Weingarten, including certain permitted entities that Mr. Weingarten controls, is less than 25% of the number of shares of outstanding Class B common stock (such calculation shall include shares of Class B common stock subject to outstanding stock options) that Mr. Weingarten originally held as of the date of our Final Prospectus, (iv) the date fixed by our board of directors, following the first date following the completion of our IPO when Mr. Weingarten is no longer providing services to us as an officer, employee, consultant or member of our board of directors, (v) the date fixed by our board of directors following the date on which, if applicable, Mr. Weingarten is terminated for cause, as defined in our restated certificate of incorporation, and (vi) the date that is 12 months after the death or disability, as defined in our restated certificate of incorporation, of Mr. Weingarten.

Our common stock reserved for future issuance on an as-converted basis as of January 31, 2026 and 2025 were as follows:

As of January 31,
20262025
Stock options outstanding9,443,19613,164,743
RSUs and PSUs outstanding34,438,05828,016,619
ESPP reserved for future issuance12,763,63311,050,459
2021 Plan available for future grants39,736,85541,803,691
Total shares of common stock reserved96,381,74294,035,512

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation Expense

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

Year Ended January 31,
202620252024
Cost of revenue$21,584$22,105$17,187
Research and development94,54283,95761,055
Sales and marketing93,64080,49655,798
General and administrative88,39980,97383,890
Restructuring(578)—(1,060)
Total$297,587$267,531$216,870

2021 Equity Incentive Plan

In May 2021, our board of directors, and in June 2021, our stockholders approved our 2021 Equity Incentive Plan (2021 Plan) as a successor to our 2013 Equity Incentive Plan (2013 Plan) and 2011 Stock Incentive Plan (2011 Plan). The purpose of the 2021 Plan is to grant stock-based awards to employees, directors, officers and consultants, including stock options, restricted stock awards, RSUs, and PSUs. A total of 35,281,596 shares of Class A common stock were initially available for issuance under the 2021 Plan. Our compensation committee administers the 2021 Plan. The number of shares of our Class A common stock available for issuance under the 2021 Plan is subject to an annual increase on the first day of each fiscal year, beginning on February 1, 2022, equal to the lesser of: (i) five percent (5%) of the aggregate number of outstanding shares of all classes of our common stock as of the last day of the immediately preceding fiscal year, or (ii) such other amount as our board of directors may determine.

The 2013 Plan and 2011 Plan (together, the Prior Plans) were terminated in June 2021, in connection with the adoption of our 2021 Plan, and stock-based awards are no longer granted under the Prior Plans. However, the Prior Plans will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. Any shares underlying stock options that are expired, canceled, forfeited, or repurchased under the Prior Plans will be automatically transferred to the 2021 Plan and be available for issuance as Class A common stock.

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
Granted24,640,47517.82
Released(11,732,668)21.75
Forfeited(8,611,950)20.18
Outstanding as of January 31, 202631,653,685$18.99

As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested RSUs of $544.7 million that is expected to be recognized on a straight-line basis over a weighted-average period of 2.8 years.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Performance Stock Units

Executive Performance Stock Units

During fiscal 2026 and 2025, we granted 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 fiscal 2026, we have recorded $6.6 million of stock-based compensation expense related to these PSUs.

During fiscal 2024, we granted PSUs at target to certain executives subject to service-based and performance-based vesting conditions. The financial performance metrics were not achieved and were canceled during fiscal 2025. As such, we have not recorded any stock-based compensation expense and have no unrecognized stock-based compensation expense related to these PSUs.

Acquisition-related Performance Stock Units

In connection with the acquisition of Observo, we granted PSUs subject to service-based and performance-based vesting conditions. These PSUs will vest 100% upon the achievement of specified performance objectives, subject to the employees’ continued service to us from the grant date through the milestone events or target dates. During fiscal 2026, we have recorded $1.3 million of stock-based compensation expense related to these PSUs.

During fiscal 2026, in connection with the post-acquisition integration of Prompt and Observo, we granted PSUs to an executive subject to performance-based vesting conditions tied to the annual recurring revenue (ARR) of the acquired business. These PSUs may vest from 0% to 200% of the target number of shares based on the achievement of specific ARR milestones, subject to the executive's continued service through the performance period. During fiscal 2026, we have recorded $0.5 million of stock-based compensation expense related to these awards.

In November 2023, we granted PSUs subject to service-based and performance-based vesting conditions to retain the services of certain former KSG employees (such PSUs, the Original PSUs). During fiscal 2025, we canceled the Original PSUs. In exchange for the canceled Original PSUs, the employees were granted RSUs subject to only service-based vesting conditions. During fiscal 2026 and 2025, we recognized $1.9 million and $1.0 million, respectively, in expense for the RSUs. As of January 31, 2026, all compensation expense related to these awards has been recognized.

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
Granted1,639,90017.08
Released(224,323)22.26
Forfeited or canceled(402,456)17.26
Outstanding as of January 31, 20261,246,801$17.06

As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested PSUs of $10.5 million that is expected to be recognized on a straight-line basis over a weighted-average period of 0.9 years.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Option Information

A summary of our stock option activity is as follows:

Number of OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding as of January 31, 202513,164,743$6.315.02$232,240
Assumed options from Prompt acquisition415,1091.13
Exercised(4,085,234)4.42
Forfeited(51,422)2.26
Outstanding as of January 31, 20269,443,196$6.924.83$67,255,182
Expected to vest as of January 31, 20269,443,196$6.924.83$67,255,182
Vested and exercisable as of January 31, 20267,580,479$6.664.59$56,053,935

There were no options granted during fiscal 2026, 2025 or 2024, except for options assumed in connection with the acquisitions.

The aggregate intrinsic value is the difference between the exercise price and the estimated fair value of the underlying common stock. The aggregate intrinsic value of options exercised during fiscal 2026, 2025 and 2024 was $59.6 million, $146.9 million and $170.1 million, respectively.

As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested options of $8.5 million that is expected to be recognized on a straight-line basis over a weighted-average period of 0.9 years.

Milestone Options

In March 2021, we granted 1,404,605 options to purchase shares of common stock subject to service-based, performance-based, and market-based vesting conditions to our Chief Executive Officer and former Chief Financial Officer under the 2013 Plan. These stock options will vest 100% upon the occurrence of (i) our IPO (the performance-based vesting condition), which was completed in June 2021, and (ii) the achievement of a certain market capitalization target (the market-based vesting condition), subject to the executive’s continued service to us from the grant date through the milestone event. During fiscal 2025, our former Chief Financial Officer's employment was terminated, resulting in the forfeiture of certain milestone options. As of January 31, 2026, the market capitalization target has not yet been achieved, and therefore, these milestone options remain unvested. For these options, we used a Monte Carlo simulation to determine the fair value at the grant date and the implied service period.

We recorded stock-based compensation expense related to these milestone options of $3.3 million, $2.6 million, and $3.6 million during fiscal 2026, 2025, and 2024, respectively. As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested milestone options of $1.9 million, that is expected to be recognized over the remaining implied service period of 0.6 years.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Common Stock

Restricted common stock is included in issued and outstanding shares as they are legally issued and outstanding, but are not deemed outstanding for accounting purposes until the shares vest. A summary of our restricted common stock activity is as follows:

Number of SharesWeighted-Average Grant Date Fair Value
Outstanding as of January 31, 20251,497,212$27.49
Granted3,108,98819.10
Vested(1,122,065)25.65
Outstanding as of January 31, 20263,484,135$20.60

As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested restricted common stock of $65.7 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.26 years.

Employee Stock Purchase Plan (ESPP)

In May 2021, our board of directors, and in June 2021, our stockholders approved our ESPP, which became effective on the date of effectiveness of our Final Prospectus, or June 29, 2021. The ESPP initially reserved and authorized the issuance of up to a total of 7,056,319 shares of common stock to eligible employees. The number of shares reserved for issuance and sale under the ESPP will automatically increase on the first day of each fiscal year, starting on February 1, 2022 for the firstten calendar years after the first offering date, in an amount equal to (i)1% of the aggregate number of outstanding shares of all class our common stock on the last day of the immediately preceding fiscal year, or (ii) such other amount as the administrator of the ESPP may determine. The ESPP generally provides forsix-month offering periods beginning January 6 and July 6 of each year, with each offering period consisting of a singlesix-month purchase period, except for the initial offering period which began on July 1, 2021, and ended on July 5, 2023. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (i) the fair market value of our common stock as of the beginning of the offering period or (ii) the fair market value of our common stock on the purchase date, as defined in the ESPP, except for the initial offering period that had a 24-month look back to the IPO price of $35.

The following table summarizes the assumptions used in estimating the fair value of employee stock purchase rights using the Black-Scholes option pricing model for the periods presented:

Year Ended January 31,
20262025
Expected term (in years)0.50.5
Expected volatility46% - 48%48% - 55%
Risk-free interest rate3.6% - 4.3%4.2% - 5.3%
Dividend yield—%—%

We recognized stock-based compensation expense related to ESPP of $7.7 million, $8.7 million, and $11.7 million during fiscal 2026, 2025, and 2024, respectively.

Modifications & Accelerations

During fiscal 2026, 2025 and 2024, certain members of our management team converted to non-employee consultants or to positions that no longer provide substantive service to us (Management Transitions). These Management Transitions have been accounted for as modifications or accelerations, under which the exercise period of certain vested awards has been extended, and a certain number of unvested awards will vest through the end of the agreements entered into in connection with the Management Transitions.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During fiscal 2026, 2025 and 2024, we recognized incremental and accelerated charges of $3.8 million, $9.7 million and $6.2 million, respectively, related to the Management Transitions.

Share Repurchase Program

In May 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.

During fiscal 2026, we repurchased 12.2 million of shares of our Class A common stock under the 2025 Share Repurchase Program for an aggregate purchase price of $200.0 million, including transaction costs, at an average price of $16.39 per share, respectively. The total price of the shares repurchased and related transaction costs are reflected as a reduction to common stock and additional paid-in capital on our consolidated balance sheets. As of January 31, 2026, the 2025 Share Repurchase Program was fully utilized, withno further amounts available for future share repurchases.

  1. RESTRUCTURING

During fiscal 2026 and 2024, we initiated restructuring plans in June 2023, March 2025, and July 2025. These Plans resulted from reviews of strategic priorities, resource allocation, and cost reduction efforts intended to reduce operating costs, improve operating margins, and continue advancing our commitment to profitable growth.

Fiscal 2026

In July 2025, we initiated a subsequent restructuring plan (July 2025 Plan). During fiscal 2026, we incurred restructuring charges of $7.1 million, which included $3.9 million related to contract terminations and $3.7 million for severance payments and employee benefits, partially offset by $0.5 million in savings related to the reversal of stock-based compensation expense. These costs were substantially paid as of January 31, 2026, and the actions associated with the July 2025 Plan were substantially completed as of that date.

In March 2025, we executed a restructuring plan (March 2025 Plan) and incurred approximately $5.2 million in charges for fiscal 2026. These charges 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 January 31, 2026, and the actions associated with the March 2025 Plan were completed as of July 31, 2025.

Fiscal 2024

In June 2023, we initiated a restructuring plan (June 2023 Plan) and incurred approximately $7.4 million in total charges during fiscal 2024. These charges consisted of $5.4 million in charges related to severance payments and employee benefits, $2.4 million of impairment charges related to excess facilities, $0.7 million related to inventory write-offs, offset partially by $1.1 million in savings related to the reversal of certain stock-based compensation expense. Note that the charges related to inventory write-offs were recognized as cost of revenue and not restructuring operating expenses in our consolidated financial statements of operations. These costs were paid as of January 31, 2025, and the actions associated with the Plan were completed as of that date.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1. INCOME TAXES

Our loss before provision for income taxes for fiscal 2026, 2025 and 2024 consisted of the following (in thousands):

Year Ended January 31,
202620252024
Domestic$(301,626)$(383,904)$(406,151)
Foreign21,915102,29773,317
Loss before provision for income taxes$(279,711)$(281,607)$(332,834)

The components of provision for income taxes for fiscal 2026, 2025 and 2024 consisted of the following (in thousands):

Year Ended January 31,
202620252024
Current:
Federal$—$—$—
State225178150
Foreign192,2704,0215,168
Total current192,4954,1995,318
Deferred:
Federal(4,666)——
State(703)——
Foreign(16,102)2,635541
Total deferred(21,471)2,635541
Total provision for income taxes$171,024$6,834$5,859

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Upon adoption of ASU 2023-09, as described in Note 2, Summary of Significant Accounting Policies, the reconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended January 31, 2026 was as follows (in thousands, except for percentages):

Year Ended January 31,
Amount%
Benefit from income taxes at U.S. federal statutory rate$(58,739)21.0%
Domestic state and local income taxes, net of federal effect(1)(478)0.2%
Foreign
Israel
ITA tax settlement(2)180,884(64.7)%
Reversal of deferred tax liability from acquired intangibles(4,968)1.8%
Change in valuation allowance(19,167)6.9%
Reversals of net operating losses in connection with ITA Agreement15,059(5.4)%
Other(587)0.2%
Other foreign jurisdictions344(0.1)%
Cross-border tax laws
Foreign branches subject to U.S. tax2,941(1.1)%
Foreign tax deduction(36,987)13.2%
Tax credits
Research and development credits(3,223)1.2%
Change in valuation allowance65,998(23.6)%
Nontaxable and nondeductible items, net
Stock-based compensation23,091(8.3)%
Intercompany intellectual property sale4,536(1.6)%
Other1,346(0.5)%
Change in unrecognized tax benefits806(0.3)%
Other adjustments168(0.1)%
Total$171,024(61.1)%

(1) State taxes in Texas made up the majority (greater than 50 percent) of the tax effect in this category.

(2) Tax settlement with the ITA regarding the Assessment Agreement related to transfer pricing between the U.S. and Israel

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended January 31, 2025 and 2024 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows (in thousands):

Year Ended January 31,
20252024
Benefit from income taxes at U.S. federal statutory rate$(59,137)$(69,895)
State taxes, net of federal benefit178150
Foreign tax rate differential30,95023,179
Stock-based compensation6,68912,367
Non-deductible expenses4681,390
Research and development credits(2,987)(2,251)
Change in valuation allowance30,58440,525
Other89394
Total provision for (benefit from) income taxes$6,834$5,859

Significant components of our net deferred tax assets and liabilities as of January 31, 2026 and 2025 consisted of the following (in thousands):

As of January 31,
20262025
Deferred tax assets:
Net operating loss carryforwards$246,593$207,838
Research and development expenses172,338148,728
Deferred revenue49,98742,537
Accruals and reserves10,34011,042
Operating lease liabilities4,4275,349
Stock-based compensation20,03217,388
Property and equipment58—
Other16,01611,495
Gross deferred tax assets519,791444,377
Valuation allowance(437,044)(381,956)
Total deferred tax assets82,74762,421
Deferred tax liabilities:
Acquired intangibles, property and equipment(30,941)(24,373)
Deferred contract acquisition costs(38,776)(36,313)
Operating lease right-of-use assets(3,238)(4,602)
Other—(563)
Total deferred tax liabilities(72,955)(65,851)
Net deferred tax liabilities$9,792$(3,430)

Based upon available objective evidence, we believe it is more likely than not that the U.S. deferred tax assets will not be fully realizable. Accordingly, we have established a valuation allowance for the U.S. deferred tax assets. In connection with the Agreement, further discussed below, we also released our Israel valuation allowance. As of January 31, 2026 and 2025, we had a valuation allowance of $437.0 million and $382.0 million, respectively, against our deferred tax assets. During fiscal 2026 and 2025, total valuation allowance increased by $55.1 million and $41.0 million, respectively, primarily due to additional net operating losses and capitalized research and development.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31, 2026, we had federal net operating loss carryforwards of $978.0 million, a portion of which will begin to expire in 2031, and state net operating loss carryforwards of $477.9 million, which will begin to expire in 2027. We hadimmaterial foreign net operating loss carryforwards.

In addition, we had federal research and development credit carryforwards of $13.1 million, which will begin to expire in 2037, and state research and development credit carryforwards of $5.4 million, which do not expire.

Federal and state tax laws impose substantial restrictions on the utilization of the net operating loss carryforwards and tax credit carryforwards in the event of an ownership change as defined in Section 382 of the Internal Revenue Code of 1986, as amended. Accordingly, our ability to utilize these carryforwards may be limited as a result of such ownership change. Such a limitation could result in the expiration of carryforwards before they are utilized. The carryforwards are currently subject to a valuation allowance.

Foreign withholding taxes have not been provided for the cumulative undistributed earnings of certain foreign subsidiaries of ours as of January 31, 2026 and 2025 due to our intention to permanently reinvest such earnings. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable.

We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. Our tax years generally remain open and subject to examination by federal, state, or foreign tax authorities, with the exception of Israel which was settled through fiscal 2025 per our Agreement with the ITA. We are currently under examination by the Indian Tax Authorities for the 2022 through 2024 tax years. We are not currently under audit in any other tax jurisdictions.

The changes in the gross amount of unrecognized tax benefits consisted of the following (in thousands):

As of January 31,
202620252024
Balance at beginning of year$4,000$2,197$1,013
Gross increases for tax positions of current year1,4051,5401,027
Gross increases for tax positions of prior year—263157
Balance at end of year$5,405$4,000$2,197

Upon adoption of ASU 2023-09, as described in Note 2, Summary of Significant Accounting Policies, cash paid for income taxes, net of refunds, during the year ended January 31, 2026 was as follows (in thousands):

As of January 31,
Federal$—
State and Local147
Foreign
India2,053
Czech1,571
Singapore896
Australia477
Netherlands421
Other foreign jurisdictions82
Total$5,647

We recognize interests and penalties related to income tax matters as a component of income tax expense. During fiscal 2026, we recorded $0.9 million of interest expense related to the Agreement and no penalties were recorded.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Organization for Economic Co-Operation and Development (OECD) introduced Base Erosion and Profit Shifting (BEPS) Pillar Two rules that impose a global minimum tax rate of 15% on multi-national corporations. Numerous countries have enacted or substantively enacted legislation to implement these rules. While we did not have an impact from Pillar Two on our tax provision or effective tax rate as of the year ended January 31, 2026, we continue to monitor evolving Pillar Two and other tax legislation in the jurisdictions in which we operate.

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (OBBBA), which restores the immediate expensing of domestic research and experimental (R&E) expenditures and contains other provisions impacting U.S. tax law. The OBBBA does not have a material effect on our consolidated financial statements.

On January 8, 2026, we entered into an Assessment Agreement with the ITA covering various transfer pricing matters for intercompany transactions between us and our Israeli subsidiary, including the valuation and taxation of the intergroup utilization of our Israeli subsidiary’s intellectual property. The Agreement covers our fiscal years ended January 31, 2021 through January 31, 2025, and fully and finally resolves all related Israeli disputed income tax matters between us, our affiliates, and the ITA. This settlement with the ITA includes certain principles established in the bilateral Advanced Pricing Agreement (APA) process between us, the Internal Revenue Service and the ITA, through which we have been negotiating since fiscal year 2022, and provides a final tax determination on this matter for Israeli tax purposes.

We recorded $180.0 million related to this matter with the ITA during fiscal 2026. 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. In connection with the Agreement, which represents a full and final resolution of this matter and all issues relating to the valuation of our Israeli subsidiary’s intellectual property, we have recorded an additional $14.0 million tax expense in the three months ending January 31, 2026. In regard to our acquisition in September 2025 of Prompt and its wholly owned Israeli subsidiary, we recorded an additional $30.0 million tax expense for the fiscal year ending January 31, 2026, as the Agreement also provides for the tax impact of the alignment of Prompt’s intellectual property into our structure and fully resolves any and all issues relating to the valuation of Prompt’s intellectual property. Additionally, we accrued $0.9 million for interest related to the ITA liability arising from the Agreement during the three months ending January 31, 2026 which is reflected in income tax expense, consistent with our policy election discussed above.

The Agreement provides for installment payments through our fiscal year 2031, with unpaid balances accruing interest at 7.0% per annum. We have the option to extend the payment schedule for up totwo additional years. The scheduled payments are fixed in Israel New Shekel and have been converted to the following U.S. dollar amounts based on the spot rate as of the period end.

Payment Timing · Amount (ILS, in millions) · Amount (USD, in millions)*
First Quarter ending April 30, 2026ILS95.3$30.7
Fourth Quarter ending January 31, 202731.810.2
Fourth Quarter ending January 31, 202847.615.3
Fourth Quarter ending January 31, 202963.520.4
Fourth Quarter ending January 31, 203063.520.4
Fourth Quarter ending January 31, 2031 (Final Payment)**428.8138.0
TotalILS730.5$235.0
  • The U.S. dollar equivalent amounts indicated above are based upon the spot rate as of the period end.

** Final payment is inclusive of accrued interest and includes an option to extend until fiscal 2033. If the extension is exercised, the final payment in the fourth quarter of fiscal 2033 would be 491.1 million Israeli New Shekels ($158.1 million).

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the event of a change in control,792.7 million Israel New Shekel, or $255.1 million, less cumulative payments made, which represents all unpaid amounts, plus interest that would have accrued through the end of the seventh year, would accelerate in accordance with the terms of the Agreement.

  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, shares purchased pursuant to our ESPP, and early exercised stock options 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.

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):

Year Ended January 31,
202620252024
Numerator:
Net loss attributable to Class A and Class B common stockholders$(450,735)$(288,441)$(338,693)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted330,111,148314,811,783294,923,536
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted$(1.37)$(0.92)$(1.15)

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 January 31,
202620252024
RSUs and PSUs34,438,05828,016,61927,406,457
Stock options9,443,19613,164,74321,159,850
Restricted common stock3,484,1351,497,21210,621
ESPP606,693520,701107,924
Shares subject to repurchase——16,543
Total47,972,08243,199,27548,701,395

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1. GEOGRAPHIC INFORMATION

Long-lived assets, consisting of property and equipment, net, and operating lease right-of-use assets, by geography were as follows (in thousands):

As of January 31,
20262025
U.S.$79,411$65,980
Israel10,68115,823
Rest of world4,0615,457
Total$94,153$87,260

Revenue by geography is presented in Note 3, Revenue and Contract Balances.

  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 our 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 (Securities Litigation) 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. On October 2, 2025, the District Court granted defendants’ motion, dismissing the action with prejudice and entered judgment in favor of defendants. On October 28, 2025, plaintiff filed a notice of appeal to the Ninth Circuit Court of Appeals. We believe the case is without merit and defendants intend to defend the suit vigorously.

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 had no material accruals related to such obligations in the consolidated financial statements as of January 31, 2026 and 2025.

SENTINELONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

On January 8, 2026, we entered into the Agreement with the ITA that fully and finally resolves all disputed income tax matters regarding transfer pricing and the intergroup utilization of intellectual property for fiscal years 2021 through 2025. For additional information regarding the terms of this Agreement and the related tax impact, see Note 10, 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. We made $2.8 million, $2.7 million, and $2.6 million in matching contributions for fiscal 2026, 2025 and 2024, respectively.

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 consolidated balance sheets. For fiscal 2026, 2025, and 2024, we recorded $3.6 million, $3.4 million, and $3.5 million, respectively, in severance expenses related to these employees.

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