What changed in this filing

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Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-29 · 46 added, 14 removed, 140 unchanged (30% of the section changed)

10 unchanged sentences

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.

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.

6 unchanged sentences

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2024, 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, 2024.

The effectiveness of our internal control over financial reporting as of January 31, 2024, 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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of SentinelOne, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of SentinelOne, Inc.

and subsidiaries (the “Company”) as of January 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 31, 2024, of the Company and our report dated March 27, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

March 27, 2024

OTHER INFORMATION

Our directors and Section 16 officers (as defined in Rule 16a-1(f) under the Exchange Act) are generally only permitted to trade in our securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a Rule 10b5-1 Plan).

During the fourth quarter of fiscal 2024, one of our Section 16 officers adopted a new Rule 10b5-1 Plan.

The Weingarten Plan (as defined below) was entered into during an open trading window in accordance with our Insider Trading Policy.

On January 11, 2024 , Tomer Weingarten , our President, Chief Executive Officer and Chairman of the Board of Directors , adopted a Rule 10b5-1 Plan (the Weingarten Plan) providing for the potential sale of shares of Class A common stock owned by Mr.

Weingarten, including 64,744 shares of Class A common stock and 2,126,368 shares underlying vested stock options for Class B common stock so long as the market price of our Class A common stock is higher than certain minimum threshold prices specified in the Weingarten Plan between an estimated start date of May 9, 2024 and April 24, 2025.

Additionally, the Weingarten Plan provides for the potential sale of shares of Class A common stock to be received upon vesting and settlement of certain outstanding restricted stock units, net of any shares withheld by the Company to satisfy applicable tax obligations.

The number of shares to be withheld, and therefore the exact number of shares to be sold pursuant to the Weingarten Plan, can only be determined upon the occurrence of the future vesting events.

The Weingarten Plan is scheduled to expire on April 30, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

8 unchanged sentences

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, 2024, and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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, 2024, and is incorporated herein by reference.

1 unchanged sentence

EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements.

6 unchanged sentences

Exhibit Filing Date

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

Restated Certificate of Incorporation of SentinelOne, Inc.

25 unchanged sentences

Confirmatory Employment Letter between SentinelOne, Inc.

and Nicholas Warner, dated June 19, 2021.

S-1/A 333-256761 10.9 June 21, 2021

Confirmatory Employment Letter between SentinelOne, Inc.

and Ric Smith, dated May 28, 2021.

10 unchanged sentences

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

Change in Control and Severance Agreement by and between SentinelOne, Inc.

and Ric Smith.

2 unchanged sentences

and Narayanan ‘Vats’ Srivatsan, effective February 26, 2022.

10.13 March 29, 2023

SentinelOne Global Corporate Cash Bonus Plan as amended effective August 1, 2022.

10.3 June 1, 2023

2021 Equity Incentive Plan Global Notice of Restricted Stock Unit Award, as amended.

10.1 December 5, 2023

Office Lease, by and between SIC-Mountain Bay Plaza, LLC and SentinelOne, Inc.

1 unchanged sentence

S-1 333-256761 10.7 June 3, 2021

2021 Equity Incentive Plan Global Notice of Performance Stock Unit Award

List of Subsidiaries of SentinelOne, Inc.

5 unchanged sentences

Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

S entine l One, Inc.

Compensation Recovery Policy

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.

42 unchanged sentences

March 27, 2024

/s/ Jeffery W.

March 29, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures