SentinelOne, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 117 Table of Contents Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2023, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have excluded Attivo from our evaluation of internal control over financial reporting, which financial statements are included in the January 31, 2023 consolidated financial statements and constituted approximately 0.5% of total assets as of January 31, 2023 , and approximately 7% of total revenue during the year ended January 31, 2023 . Base d on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of January 31, 2023. The effectiveness of our internal control over financial reporting as of January 31, 2023, has been audited by Deloitte and Touche LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 118 Table of Contents PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item (other than the information set forth in the next paragraph) will be included in our definitive Proxy Statement for our 2023 annual meeting of stockholders, which will be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2023, and is incorporated herein by reference. We maintain a Code of Business Conduct and Ethics (Code of Ethics), applicable to all employees, including all directors and executive officers. Our Code of Ethics is published on our Investor Relations website at investors.sentinelone.com under “Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of the Code of Ethics by posting such information on the website address and location specified above. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item will be included in our Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2023, and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item will be included in our Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2023, and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The information required by this Item will be included in our Proxy Statement to be filed with the SEC, within 120 days after the end of our fiscal year ended January 31, 2023, and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item will be included in our Proxy Statement to be filed with the SEC, within 120 days after the end of our fiscal year ended January 31, 2023, and is incorporated herein by reference. 119 Table of Contents PART IV. ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES (a) Financial Statements. See Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. (b) Financial Statement Schedule. All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto. (c) Exhibits. The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below. Exhibit Number Description of Document Form File No. Exhibit Filing Date 2.1 Agreement and Plan of Merger by and between Registrant, Aardvark Acquisition Sub I, Inc., Aardvark Merger Sub II, LLC, Attivo Networks, Inc., and Fortis Advisors LLC, dated as of March 15, 2022. 10-Q 001-40531 2.1 June 1, 2022 3.1 Restated Certificate of Incorporation of SentinelOne, Inc. 10-K 001-40531 3.1 April 7, 2022 3.2 Amended and Restated Bylaws of SentinelOne, Inc. 8-K 001-40531 3.1 December 13, 2022 4.1 Form of Class A Common Stock certificate of SentinelOne, Inc. S-1/A 333-256761 4.1 June 21, 2021 4.2 Description of Registrant’s securities. 10-K 001-40531 4.2 April 7, 2022 4.3 Amended and Restated Investors’ Rights Agreement among SentinelOne, Inc. and certain holders of capital stock, dated October 28, 2020. S-1 333-256761 4.2 June 3, 2021 10.1 Form of Indemnification Agreement between SentinelOne, Inc. and each of its directors and executive officers. S-1 333-256761 10.1 June 3, 2021 10.2 † SentinelOne, Inc. 2021 Equity Incentive Plan and related form agreements. S-1 333-256761 10.4 June 3, 2021 10.3 † SentinelOne, Inc. 2021 Employee Stock Purchase Plan and related form agreements. S-1/A 333-256761 10.5 June 21, 2021 10.4 † Confirmatory Employment Letter between SentinelOne, Inc. and Tomer Weingarten, dated May 28, 2021. S-1/A 333-256761 10.7 June 21, 2021 10.5 † Confirmatory Employment Letter between SentinelOne, Inc. and David Bernhardt, dated May 28, 2021. S-1/A 333-256761 10.8 June 21, 2021 10.6 † Confirmatory Employment Letter between SentinelOne, Inc. and Nicholas Warner, dated June 19, 2021. S-1/A 333-256761 10.9 June 21, 2021 10.7 † Confirmatory Employment Letter between SentinelOne, Inc. and Ric Smith, dated May 28, 2021. 10-K 001-40531 10.7 April 7, 2022 120 Table of Contents 10.8 † Offer of Employment and Change in Control and Severance Agreement between SentinelOne, Inc. and Keenan Conder, effective June 24, 2021. 10-K 001-40531 10.8 April 7, 2022 10.9 † Change in Control and Severance Agreement by and between SentinelOne, Inc. and Tomer Weingarten, dated May 28, 2021. S-1/A 333-256761 10.11 June 21, 2021 10.10 † Change in Control and Severance Agreement by and between SentinelOne, Inc. and David Bernhardt, dated May 28, 2021. S-1/A 333-256761 10.12 June 21, 2021 10.11 † Change in Control and Severance Agreement by and between SentinelOne, Inc. and Nicholas Warner, dated June 19, 2021. S-1/A 333-256761 10.13 June 21, 2021 10.12 † Change in Control and Severance Agreement by and between SentinelOne, Inc. and Ric Smith. 10-K 001-40531 10.12 April 7, 2022 10.13 † Offer of Employment and Change in Control and Severance Agreement between SentinelOne, Inc. and Narayanan ‘Vats’ Srivatsan, effective February 26, 2022. 10.14 Office Lease, by and between SIC-Mountain Bay Plaza, LLC and SentinelOne, Inc. and Silicon Valley Bank dated as of June 9 , 2020, as amended. S-1 333-256761 10.7 June 3, 2021 21.1 List of Subsidiaries of SentinelOne, Inc. 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm. 24.1 Power of Attorney (included in signature pages hereto). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document--the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 121 Table of Contents 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). __________________ * The certifications furnished in Exhibits 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. † Indicates management contract or compensatory plan. ITEM 16. FORM 10-K SUMMARY None. 122 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Mountain View, California on the 29th day of March, 2023. SENTINELONE, INC. By: /s/ Tomer Weingarten Tomer Weingarten Chairman of the Board of Directors, President and Chief Executive Officer ( Principal Executive Officer) POWER OF ATTORNEY KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tomer Weingarten and David Bernhardt, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Tomer Weingarten Chairman of the Board of Directors, President, and Chief Executive Officer (Principal Executive Officer) March 29, 2023 Tomer Weingarten /s/ David Bernhardt Chief Financial Officer (Principal Financial Officer) March 29, 2023 David Bernhardt /s/ Robin Tomasello Chief Accounting Officer (Principal Accounting Officer) March 29, 2023 Robin Tomasello /s/ Charlene T. Begley Director March 29, 2023 Charlene T. Begley /s/ Aaron Hughes Director March 29, 2023 Aaron Hughes /s/ Mark S. Peek Director March 29, 2023 Mark S. Peek /s/ Ana Pinczuk Director March 29, 2023 Ana Pinczuk Table of Contents /s/ Daniel Scheinman Director March 29, 2023 Daniel Scheinman /s/ Teddie Wardi Director March 29, 2023 Teddie Wardi /s/ Jeffery W. Yabuki Director March 29, 2023 Jeffery W. Yabuki