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SentinelOne, Inc.

For the period ended Jul 31, 2026. Filed Aug 28, 2026.

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About this filing

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

Jul 31, 2026 · Filed Aug 28, 2026

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

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Notes to Condensed Consolidated Financial Statements

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

  1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Business

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

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), and applicable rules and regulations of the Securities and Exchange Commission (SEC), regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the SEC on March 19, 2026 (Annual Report).

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

Principles of Consolidation

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

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ from these estimates, and such differences could be material to our condensed consolidated financial statements. There have been no material changes in our use of estimates during the six months ended July 31, 2026, as compared to the use of estimates disclosed in our Annual Report.

Significant Accounting Policies

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

Recently Issued Accounting Pronouncements Not Yet Adopted

In 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 after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to

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

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 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 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 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 entities when estimating expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. We adopted this ASU effective February 1, 2026. The adoption did not have a material impact on our condensed consolidated financial statements.

Segment and Geographic Information

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

Cash, Cash Equivalents, and Restricted Cash

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

As of July 31,As of January 31,
20262026
Cash and cash equivalents$200,951$169,627
Restricted cash, current9,81222,618
Restricted cash, non-current4,0273,913
$214,790$196,158

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

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

  1. REVENUE AND CONTRACT BALANCES

Disaggregation of Revenue

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

Three Months Ended July 31, 2026Three Months Ended July 31, 2025
Amount% of RevenueAmount% of Revenue
United States$178,04461%$149,65062%
International113,9373992,53338
Total$291,981100%$242,183100%
Six Months Ended July 31, 2026Six Months Ended July 31, 2025
Amount% of RevenueAmount% of Revenue
United States$346,14961%$292,09162%
International222,48939179,12138
Total$568,638100%$471,212100%

No single country other than the United States represented 10% or more of our revenue during the three and six months ended July 31, 2026 and 2025.

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

Contract Balances

Contract assets consist of unbilled accounts receivable, which arise when a right to consideration for our performance under the customer contract occurs before invoicing the customer. The amount of unbilled accounts receivable included within accounts receivable, net on the condensed consolidated balance sheets was $10.3 million and $6.7 million as of July 31, 2026 and January 31, 2026, 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 $577.6 million and $633.1 million as of July 31, 2026 and January 31, 2026, respectively. We recognized revenue of $212.8 million and $181.2 million during the three months ended July 31, 2026 and 2025, respectively, and $372.6 million and $317.2 million during the six months ended July 31, 2026 and 2025, respectively, that was included in the corresponding contract liability balance at the beginning of the period.

Remaining Performance Obligations

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

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

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

As of July 31, 2026, our remaining performance obligations were $1.7 billion, of which we expect to recognize 79% as revenue over the next 24 months following July 31, 2026, with the remainder to be recognized thereafter.

  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 and security information and event management (SIEM) 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.

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.

ObservoPromptTotal
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

During the six months ended July 31, 2026, we released $1.0 million of indemnification holdback relating to the Observo acquisition. In addition, in connection with a post-closing adjustment for the Prompt acquisition, we cancelled 1,952 shares of our Class A common stock previously issued and adjusted the indemnification holdback by $0.2 million.

Goodwill is primarily attributable to the assembled workforce and anticipated synergies arising from the integration. The goodwill acquired from acquisitions in fiscal 2026 is not tax deductible in local jurisdictions.

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

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 the Observo and Prompt acquisitions, respectively. These costs were recorded as general and administrative expenses in our condensed consolidated statements of operations.

  1. INTANGIBLE ASSETS

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

As of July 31,As of January 31,
20262026
Developed technology$137,700$137,700
Customer relationships90,10090,100
Backlog11,10011,100
Non-compete agreements650650
Trademarks150150
Patents5,4945,376
Total finite-lived intangible assets245,194245,076
Less: accumulated amortization(137,304)(115,783)
Total finite-lived intangible assets, net$107,890$129,293
Indefinite-lived intangible assets - domain names255255
Total intangible assets, net$108,145$129,548

Amortization expense of intangible assets was $10.9 million and $6.5 million for the three months ended July 31, 2026 and 2025, respectively, and $21.4 million and $12.8 million for the six months ended July 31, 2026 and 2025, respectively.

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

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

Fiscal Year Ending January 31,
Remainder of 2027$21,880
202829,235
202917,026
203015,088
203112,841
Thereafter11,820
Total$107,890
  1. CASH AND CASH EQUIVALENTS, INVESTMENTS, AND FAIR VALUE MEASUREMENTS

The following tables summarize information about our cash, cash equivalents, and investments by category as of July 31, 2026 and January 31, 2026 (in thousands):

As of July 31, 2026
Fair Value LevelAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Assets
Cash and cash equivalents:
Cash$90,988$—$—$90,988
Money market fundsLevel 1109,963——109,963
Total cash and cash equivalents$200,951$—$—$200,951
Short-term investments:
U.S. treasury securitiesLevel 1$268,998$95$(145)$268,948
Commercial paperLevel 229,353—(9)29,344
Corporate notes and bondsLevel 2147,52440(56)147,508
U.S. agency securitiesLevel 28,500—(3)8,497
Total short-term investments$454,375$135$(213)$454,297
Long-term investments:
Strategic investments - marketable equity securities (1)Level 1$2,767
Total assets measured at fair value$658,015

(1) Unrealized losses of $0.6 million and $1.6 million on marketable equity securities held as of July 31, 2026 were recognized in other income (expense), net during the three and six months ended July 31, 2026, respectively. As of July 31, 2026, cumulative unrealized losses on marketable equity securities still held were $1.6 million.

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

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

We invest in highly rated securities with a weighted-average maturity of 18 months or less. As of July 31, 2026, all of our investments will mature withintwo years.

As of July 31, 2026, we determined that the declines in the market value of our investment portfolio were not driven by credit-related factors. During the three and six months ended July 31, 2026 and 2025, we did not recognize any losses on our investments due to credit-related factors. As of July 31, 2026, there wereno securities in continuous unrealized loss positions for more than twelve months.

Strategic Investments

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. These were $155.2 million and $36.2 million as of July 31, 2026 and January 31, 2026, respectively, and are presented as long-term investments in the condensed consolidated balance sheets. The increase in our strategic investment portfolio as of July 31, 2026 was primarily due to a $100.0 million investment in Knight JV, LLC during the six months ended July 31, 2026.

During the six months ended July 31, 2026, one of our strategic investees completed an initial public offering. As a result, the investment was reclassified from a non-marketable equity security to a marketable equity security measured at fair value, with the shares held as of July 31, 2026 included in the fair value measurements table above as a Level 1 marketable equity security.

For the three months ended July 31, 2026 and July 31, 2025, the Company recognized gains of $0.5 million and $0.8 million, respectively, on its non-marketable strategic investments. For the six months ended July 31, 2026 and July 31, 2025, the Company recognized gains of $7.3 million and $0.8 million, respectively. No impairment charges were recorded on the non-marketable strategic investments in each of the periods. Impairment charges and gains on strategic investments are recognized in other income (expense), net.

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

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 began entering into foreign currency forward contracts during the fourth quarter of fiscal 2026. As of July 31, 2026, the notional value of outstanding forward contracts was $162.5 million.

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

As of July 31, · As of January 31,
ClassificationFair Value Level20262026
Foreign currency forward contracts not designated as hedging instruments:
Derivative liabilityAccrued expenses and other current liabilitiesLevel 2$358$574

Changes in the fair value of these derivative instruments are recognized in other income (expense), net on the condensed 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.

During the three months ended July 31, 2026, we recorded an aggregate loss of $6.3 million and realized a cumulative loss of $4.9 million through cash settlements on our foreign currency forward contracts. This loss was offset by $4.7 million of unrealized foreign currency gains on the underlying ILS-denominated tax liability.

During the six months ended July 31, 2026, we recorded an aggregate gain of $0.2 million and realized a cumulative immaterial loss through cash settlements on our foreign currency forward contracts. This gain was offset by $2.7 million of unrealized foreign currency losses on the underlying ILS-denominated tax liability. Cash flows from these contracts are classified within net cash provided by operating activities in the condensed consolidated statements of cash flows.

  1. STOCKHOLDERS’ EQUITY

Stock-Based Compensation Expense

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

Three Months Ended July 31,Six Months Ended July 31,
2026202520262025
Cost of revenue$6,199$5,399$12,094$10,064
Research and development28,40124,28957,34945,230
Sales and marketing21,47221,33841,75744,253
General and administrative25,22122,85844,98243,028
Restructuring10,821—10,821(36)
Total$92,114$73,884$167,003$142,539

Stock-based compensation expense related to equity awards associated with the Prompt and Observo acquisitions totaled $1.7 million and $6.0 million for the three months ended July 31, 2026, and $3.3 million and $11.7 million for the six months ended July 31, 2026, respectively.

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

Restricted Stock Units (RSU)

A summary of our RSU activity is as follows:

Number of RSUsWeighted-Average Grant Date Fair Value
Outstanding as of January 31, 202631,653,685$18.99
Granted23,559,49913.60
Released(6,243,585)19.44
Forfeited(5,751,782)17.50
Outstanding as of July 31, 202643,217,817$16.19

As of July 31, 2026, we had unrecognized stock-based compensation expense related to unvested RSUs of $636.5 million that is expected to be recognized on a straight-line basis over a weighted-average period of 3.0 years.

Performance Stock Units (PSU)

Executive Performance Stock Units

During the three and six months ended July 31, 2026, we granted PSUs to certain executives with terms similar to our outstanding executive PSUs issued during fiscal 2026 and fiscal 2025, which are subject to predetermined service-based and performance-based vesting conditions. These executive PSUs may vest from 0% to 225% of the number of target shares based on the achievement of certain financial performance metrics and vest contingently over a period ofone tofour years, subject to continuous service with us. We recorded $9.4 million and $11.8 million of stock-based compensation expense related to our outstanding executive PSUs during the three and six months ended July 31, 2026, respectively, and $2.2 million and $3.4 million during the three and six months ended July 31, 2025, respectively.

Acquisition-related Performance Stock Units

In connection with the acquisition of Observo, during fiscal 2026, we granted PSUs subject to service-based and performance-based vesting conditions. These PSUs will fully vest 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 the three and six months ended July 31, 2026, we recorded $0.1 million of stock-based compensation expense and a net reversal of $0.2 million, respectively, 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 annualized 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 the three and six months ended July 31, 2026, we recorded $0.5 million and $1.0 million, respectively, of stock-based compensation expense related to these awards.

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

A summary of our PSU activity is as follows:

Number of PSUsWeighted-Average Grant Date Fair Value
Outstanding as of January 31, 20261,246,801$17.06
Granted1,535,92415.74
Released(477,776)17.39
Forfeited(130,715)17.06
Outstanding as of July 31, 20262,174,234$16.06

As of July 31, 2026, we had unrecognized stock-based compensation expense related to unvested PSUs of $35.2 million that is expected to be recognized on a straight-line basis over a weighted-average period of 0.8 years.

Stock Options

A summary of our stock option activity is as follows:

Number of OptionsWeighted-Average Exercise Price
Outstanding as of January 31, 20269,443,196$6.92
Exercised(957,402)3.29
Forfeited(17,252)1.64
Outstanding as of July 31, 20268,468,542$7.34
Vested and expected to vest as of July 31, 20268,468,542$7.34
Vested and exercisable as of July 31, 20266,895,757$7.14

As of July 31, 2026, we had unrecognized stock-based compensation expense related to unvested options of $4.3 million that is expected to be recognized on a straight-line basis over a weighted-average period of 0.4 years.

Employee Stock Purchase Plan

We recognized stock-based compensation expense related to the Employee Stock Purchase Plan (ESPP) of $1.5 million and $2.9 million, respectively, during the three and six months ended July 31, 2026. We recognized stock-based compensation expense of $1.9 million and $3.4 million, respectively, during the three and six months ended July 31, 2025.

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, 20263,484,135$20.60
Vested(1,120,114)23.82
Unvested balance as of July 31, 20262,364,021$19.07

As of July 31, 2026, we had unrecognized stock-based compensation expense related to unvested restricted common stock of $41.9 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.2 years.

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

Modifications & Accelerations

In connection with the restructuring plan initiated in May 2026, certain stock-based awards were accelerated or modified, including (i) revested shares held by certain founders of previously acquired companies that vest upon termination without cause, (ii) RSUs held by certain founders of previously acquired companies for which the compensation committee of our board of directors approved acceleration, and (iii) awards held by other affected employees who received accelerated vesting. Stock-based compensation expense recognized in connection with the acceleration or modification of these awards was $10.8 million during both the three and six months ended July 31, 2026.

During the six months ended July 31, 2025, certain members of our management team converted to non-employee consultants or to positions that no longer provide substantive service to the Company (Management Transitions). These Management Transitions have been accounted for as modifications, under which the unvested awards were accelerated, the exercise period of certain vested awards was extended, or a certain number of unvested awards will continue to vest through the end of the agreements entered into in connection with the Management Transitions. During the three and six months ended July 31, 2025, we recognizedno incremental charge and $3.4 million, respectively, regarding these modifications. No incremental stock-based compensation expense was recognized related to these modifications during the three and six months ended July 31, 2026.

Share Repurchase Program

In May 2025, our board of directors authorized the 2025 Share Repurchase Program, under which $200.0 million was authorized. The repurchase authorization was fully utilized as of January 31, 2026, and accordingly, no shares were repurchased during the six months ended July 31, 2026.

  1. RESTRUCTURING

Fiscal 2027

In May 2026, we initiated a restructuring plan (May 2026 Plan) to further streamline the Company’s organizational structure, improve efficiencies, and concentrate investments across high-yielding growth areas, while continuing to advance the Company’s ongoing commitment to profitable growth. In connection with the May 2026 Plan, we incurred a restructuring charge of $24.4 million during both the three and six months ended July 31, 2026, of which $13.6 million was related to employee severance and related benefit costs, and $10.8 million was related to stock-based compensation expense. The charges were recorded in restructuring expenses on the Company’s condensed consolidated statements of operations.

The following table summarizes our restructuring liability that is included in accrued payroll and benefits on the condensed consolidated balance sheets related to the May 2026 Plan (in thousands):

Severance payments and employee benefits
Liability as of January 31, 2026$—
Charges13,604
Payments(10,246)
Liability as of July 31, 2026$3,358

The actions associated with the May 2026 Plan are expected to be fully completed by the end of fiscal 2027.

Fiscal 2026

In March 2025, we initiated a restructuring plan (March 2025 Plan) as a result of a review of current strategic priorities, resource allocation, and cost reduction initiatives intended to reduce operating costs, improve operating margins and continue advancing our ongoing commitment to profitable growth. We incurred approximately $5.2 million in charges in connection with the March 2025 Plan during the six months ended July 31, 2025, which primarily consisted of $3.0 million in charges related to severance payments and employee benefits and $2.2 million

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

of asset impairment charges related to facilities. The actions associated with the March 2025 Plan were completed as of July 31, 2025.

In July 2025, we initiated a restructuring plan (July 2025 Plan) and incurred approximately $3.9 million in charges related to contract terminations during the six months ended July 31, 2025. Additional restructuring charges of $3.2 million were incurred in the second half of fiscal 2026. The actions associated with the July 2025 Plan were completed as of January 31, 2026.

  1. INCOME TAXES

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

During the three and six months ended July 31, 2026, we incurred a discrete tax expense of $2.8 million and $5.4 million, respectively, related to the interest expense recognized on the tax liability arising from an assessment agreement (the Agreement) with the Israeli Tax Authority (ITA). During the six months ended July 31, 2025, in connection with the ITA matter, we recorded a discrete tax expense of $136.0 million for an unrecognized tax benefit accrual, partially offset by $4.7 million of corresponding release of valuation allowance on Israel deferred tax assets. Without regard to the discrete items, we had an effective tax rate of (4.1)% and (4.8)% for the three months ended July 31, 2026 and 2025, respectively, and (4.3)% and (3.8)% for the six months ended July 31, 2026 and 2025, respectively.

The effective tax rate is primarily attributable to minimum taxes and profits in our foreign jurisdictions.

On January 8, 2026, we entered into the Agreement with the ITA that resolved certain transfer pricing matters related to intercompany transactions with our Israeli subsidiary, including the valuation of intellectual property. The Agreement represents a full and final resolution of these matters for the fiscal years ended January 31, 2021 through January 31, 2025.

The total tax expense associated with the Agreement of $180.0 million, exclusive of interest, was recorded during fiscal 2026. The Agreement provides for installment payments through our fiscal year 2031, with unpaid balances accruing interest at a rate of 7.0% per annum. We have the option to extend the payment schedule for up to two additional years. In the event of a change in control,792.7 million Israeli New Shekels, or $259.7 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. During the six months ended July 31, 2026, we made an installment payment of $30.7 million under the Agreement.

As of July 31, 2026, the remaining liability associated with the Agreement was $162.3 million, of which $10.4 million and $151.9 million were recorded in accrued expenses and other current liabilities, and other liabilities, respectively, on our condensed consolidated balance sheets.

  1. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

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

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

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

resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis.

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

Three Months Ended July 31,Six Months Ended July 31,
2026202520262025
Numerator:
Net loss attributable to Class A and Class B common stockholders$(93,400)$(72,019)$(169,564)$(280,212)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted341,527,623330,938,421339,301,479329,481,933
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted$(0.27)$(0.22)$(0.50)$(0.85)

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 July 31,
20262025
RSUs and PSUs48,761,65336,818,157
Stock options8,468,5429,932,559
Restricted common stock2,364,021873,373
ESPP875,677923,325
Total60,469,89348,547,414
  1. COMMITMENTS AND CONTINGENCIES

Legal Contingencies

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

Securities Litigation

On June 6, 2023, a securities class action was filed against us, our Chief Executive Officer and our former Chief Financial Officer, in the Northern District of California, captioned Johansson v. SentinelOne, Inc., Case No. 4:23-cv-02786. The suit is brought on behalf of an alleged class of stockholders who purchased or acquired shares of the Company’s Class A common stock between June 1, 2022 and June 1, 2023. The complaint alleged that defendants made false or misleading statements about our business, operations and prospects, including our 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

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

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. That appeal remains pending. 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 condensed consolidated financial statements as of July 31, 2026 and January 31, 2026.

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.

Operating Lease Commitments Not Yet Commenced

In May 2026, the Company entered into a lease agreement for its new headquarters, which has not yet commenced. The lease is expected to commence during fiscal year 2028 and will have an initial term ofeight years, with total undiscounted lease payments of approximately $10.0 million over the lease term.

Strategic Investment Commitment

On July 31, 2026, we executed an agreement to make a strategic investment for cash consideration of $150.0 million, subject to certain closing conditions.

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