What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-26 compared with 2024-03-27 · 326 added, 262 removed, 825 unchanged (42% of the section changed)

5 unchanged sentences

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows

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We have audited the accompanying consolidated balance sheets of SentinelOne, Inc.

and subsidiaries (the “Company”) as of January 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows, for each of the three years in the period ended January 31, 2024, and the related notes (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of January 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the three years in the period ended January 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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Critical Audit Matter Description

The Company generates substantially all its revenue from subscriptions to its Singularity Platform.

The Company generates most of its revenue by selling subscriptions to its Singularity Platform.

This includes subscription, premium support and maintenance, and other Singularity Modules, which are distinct performance obligations and are recognized (i) ratably over the subscription term as the performance obligations are satisfied, (ii) based on transaction volume, or (iii) based on certain usage-based measures.

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Our audit procedures related to the evaluation of management’s identification of the relevant contract terms and conditions that impact the amount and pattern of revenue recognition included the following, among others:

• We assessed management’s significant accounting policies related to revenue recognition for compliance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers.

• We assessed management’s significant accounting policies related to revenue recognition for compliance with Accounting Standards Codification 606, Revenue from Contracts with Customers .

• We selected a sample of recorded revenue transactions and contracts entered during the year and performed the following procedures:

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71,774 48,817

Operating lease right-of-use assets 18,474 23,564

Long-term investments 419,367 204,798

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Accounts payable $ 8,159 $ 6,759

Accrued liabilities

104,671 100,015

Accrued payroll and benefits

79,612 74,345

Operating lease liabilities, current

Deferred revenue, current 470,127 399,603

Other current liabilities 55,655 109,360

Total current liabilities

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Deferred revenue, non-current 102,017 114,930

Operating lease liabilities, non-current 18,239 23,079

Other liabilities 21,808 22,367

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Additional paid-in capital 3,294,542 2,934,607

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

2,158 ( 1,550 )

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3,708 4,817 ( 6,821 )

Foreign currency translation adjustments — — 289

Total comprehensive loss

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SENTINELONE, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

Redeemable Convertible Preferred Stock Class A and Class B Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (Deficit)

Shares Amount Shares Amount

Balances as of January 31, 2021 167,058,113 $ 621,139 39,242,316 $ 2 $ 29,869 $ 165 $ ( 350,572 ) $ ( 320,536 )

Conversion of redeemable convertible preferred stock to common stock upon initial public offering ( 167,058,113 ) ( 621,139 ) 169,787,200 10 621,129 — — 621,139

Issuance of common stock upon initial public offering and private placements, net of underwriting discounts and commissions — — 41,678,568 4 1,380,956 — — 1,380,960

Issuance of common stock upon exercise of options — — 9,793,331 10 14,611 — — 14,621

Issuance of common stock upon exercise of warrants — — 940,953 — — — — —

Vesting of restricted stock units — — 15,218 — — — — —

Issuance of common stock under employee stock purchase plan — — 381,716 — 11,356 — — 11,356

Vesting of early exercised options — — — — 572 — — 572

Issuance of common stock and awards assumed in connection with acquisition — — 7,277,214 1 120,319 — — 120,320

Issuance of restricted stock awards — — 1,315,099 — — — — —

Stock-based compensation — — — — 92,668 — — 92,668

Issuance of restricted stock for services provided — — 20,000 — 500 — — 500

Foreign currency translation adjustments — — — — — 289 — 289

Net loss — — — — — — ( 271,101 ) ( 271,101 )

Class A and Class B Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity

Shares Amount

Balances as of January 31, 2022

270,451,615 $ 27 $ 2,271,980 $ 454 $ ( 621,673 ) $ 1,650,788

Issuance of common stock upon exercise of options 7,650,525 1 17,334 — — 17,335

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Balance as of January 31, 2023

286,763,857 $ 29 $ 2,663,394 $ ( 6,367 ) $ ( 1,000,351 ) $ 1,656,705

Issuance of common stock upon exercise of options 10,298,114 1 28,317 — — 28,318

SENTINELONE, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

(in thousands, except share data)

Vesting of restricted stock units 6,021,877 — — — — —

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Other comprehensive income — — — 4,817 — 4,817

Net loss — — — — ( 338,693 ) ( 338,693 )

Balance as of January 31, 2024

304,691,722 $ 30 $ 2,934,607 $ ( 1,550 ) $ ( 1,339,044 ) $ 1,594,043

Issuance of common stock upon exercise of options 7,881,544 1 33,405 — — 33,406

Issuance of common stock and assumed options in connection with acquisition 2,354,607 1 23,738 — — 23,739

Vesting of restricted stock units and performance stock units 9,370,381 — — — — —

Issuance of common stock under employee stock purchase plan 1,300,151 — 22,500 — — 22,500

Repurchase of common stock ( 19,300 ) — — — — —

Stock-based compensation — — 280,292 — — 280,292

Other comprehensive income — — — 3,708 — 3,708

Net loss — — — — ( 288,441 ) ( 288,441 )

Balance as of January 31, 2025

325,579,105 $ 32 $ 3,294,542 $ 2,158 $ ( 1,627,485 ) $ 1,669,247

The accompanying notes are an integral part of these consolidated financial statements.

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Net loss $ ( 288,441 ) $ ( 338,693 ) $ ( 378,678 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

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( 13,482 ) ( 19,943 ) ( 12,217 )

Net gain on strategic investments

1,257 1,934 ( 1,187 )

4,637 ( 1,187 ) ( 456 )

Changes in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable ( 21,174 ) ( 61,949 ) ( 44,442 )

Prepaid expenses and other current assets

Prepaid expenses and other assets

1,746 ( 1,207 ) ( 14,499 )

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Accounts payable 1,405 ( 4,499 ) 3,670

Accrued liabilities 4,271 4,976 18,080

Accrued liabilities and other liabilities 5,075 5,611 1,221

Accrued payroll and benefits

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56,940 108,197 92,496

Other liabilities 1,340 ( 3,755 ) 6,136

Net cash used in operating activities

Net cash provided by (used in) operating activities

33,728 ( 68,374 ) ( 193,287 )

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Payments of deferred offering costs — — ( 186 )

Repayment of debt — — ( 20,000 )

Repurchase of early exercised stock options

Proceeds from exercise of stock options

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Proceeds from issuance of common stock under the employee stock purchase plan 22,500 19,147 19,159

Proceeds from initial public offering and private placement, net of underwriting discounts and commissions

— — 1,388,562

Net cash provided by financing activities

55,885 47,464 36,308

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

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Vesting of early exercised stock options $ — $ 186 $ 103

Deferred offering costs accrued but not yet paid $ — $ — $ 186

SENTINELONE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Issuance of common stock and assumed equity awards in connection with acquisitions

$ 23,739 $ — $ 186,332

Conversion of redeemable convertible preferred stock to common stock upon initial public offering $ — $ — $ 621,139

The accompanying notes are an integral part of these consolidated financial statements.

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Basis of Presentation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (US).

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.

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References to fiscal 2025, 2024 and 2023 refer to the fiscal years ended January 31, 2025, January 31, 2024 and January 31, 2023, respectively.

Reclassifications

Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation.

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 intangibles acquired as part of a business combination, and accounting for income taxes.

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.

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Our chief operating decision maker (CODM) is our Chief Executive Officer.

The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and assessing financial performance.

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 14, Geographic Information, respectively.

Foreign Currency

During fiscal 2022, we changed the functional currency of certain subsidiaries from their respective local currency to the US dollar.

The change in functional currency is due to increased exposure to the US dollar as a result of a change in facts and circumstances in the primary economic environment in which these subsidiaries operate.

The effects of the change in functional currency were not significant to our consolidated financial statements.

Subsequent to the change, our reporting currency and the functional currency of our foreign subsidiaries is the US dollar.

Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and were not material for any periods presented.

Revenue Recognition

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

Our reporting currency and the functional currency of our foreign subsidiaries is the U.S.

Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations In fiscal 2025 and 2023, we recorded $ 1.2 million and $ 2.1 million, respectively, in foreign currency transaction losses.

In fiscal 2024, we recorded $ 0.1 million in foreign currency transaction gains.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue is recognized when a customer obtains control of promised services.

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.

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(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, which is 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 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.

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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

Depending upon the structure of a particular arrangement, we

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

amount that reflects the consideration expected to be received in exchange for the subscriptions or services.

We generate substantially all of our revenue from subscriptions to our Singularity Platform.

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.

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

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 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

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, consulting fees, software and subscription services, third-party cloud infrastructure expenses incurred in developing our platform and modules, and allocated overhead costs.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

party cloud infrastructure expenses incurred in developing our platform and modules, and allocated facilities and IT overhead costs.

Advertising Expenses

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Advertising expenses were $ 23.8 million, $ 18.5 million, and $ 12.3 million for fiscal 2025, 2024 and 2023, respectively.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

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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 our Chief Executive Officer and Chief Financial Officer.

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.

We are subject to income taxes in the US 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 from net operating loss carryforwards, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

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 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.

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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 redeemable convertible preferred stock, 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 redeemable convertible preferred stock, restricted common stock, and early exercised stock options as the holders do not have a contractual obligation to share in our losses.

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.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 and certificates of deposit.

Cash equivalents may consist of amounts invested in money market funds, U.S.

treasury securities, commercial paper and certificates of deposit.

Restricted cash consists of 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.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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):

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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.

Non-marketable debt securities 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.

Strategic investments are included within long-term investments on our consolidated balance sheets and adjustments to their carrying amounts are recorded in other income (expense), net in the consolidated statements of operations.

During fiscal 2024, the Company recognized impairment charges of $ 0.8 million and realized gains of $ 3.5 million on its non-marketable strategic investments.

Impairment charges and realized gains on strategic investments were recognized in other income (expense), net in the consolidated statements of operations.

There were no material events or circumstances impacting the carrying amount of our strategic investments during fiscal 2023 and 2022.

Receivables related to strategic investments are classified as prepaid expenses and other current assets and other assets on the consolidated balance sheet.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

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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.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 US and Israel.

We maintain our cash, cash equivalents, restricted cash, and investments with high-credit-quality financial institutions mainly in the U.S.

We have not experienced any credit losses relating to our cash, cash equivalents, restricted cash, and investments.

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Channel partner C

* Less than 10%

There were no end customers that represented 10% or more of accounts receivable as of January 31, 2025 or 2024.

The only channel partner that represented 10% or more of our total revenue for the periods presented was as follows:

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

Year Ended January 31,

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Channel partner A 20 % 19 % 18 %

Channel partner B

* Less than 10%

There were no end customers that represented 10% or more of total revenue for fiscal 2025, 2024 and 2023.

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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.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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Amortization of deferred contract acquisition costs is included in sales and marketing expenses in the consolidated statements of operations.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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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 expected useful life.

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)

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Recently Issued Accounting Pronouncement s Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment's profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is also permitted.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

will likely result in us including the additional required disclosures when adopted.

We are currently evaluating the provisions of this ASU.

In December 2023, the FASB issued ASU No.

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This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This ASU requires additional disclosure in the notes to the financial statements of specified information about certain income

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

statement line items.

The ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the provisions of this ASU.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No.

2023-07, Improvements to Reportable Segment Disclosure s (ASU 2023-07).

ASU 2023-07 updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment's profit or loss.

The Company adopted ASU 2023-07 during the year ended January 31, 2025.

For further information, refer to the Segments section above, in Note 3, Revenue and Contract Balances, and Note 14, Geographic Information, respectively.

REVENUE AND CONTRACT BALANCES

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Amount % of Revenue Amount % of Revenue Amount % of Revenue

US $ 397,885 64 % $ 276,443 65 % $ 140,034 68 %

$ 519,928 63 % $ 397,885 64 % $ 276,443 65 %

International 301,533 37 223,269 36 145,736 35

Total $ 821,461 100 % $ 621,154 100 % $ 422,179 100 %

No single country other than the US represented 10% or more of our revenue during fiscal 2024, 2023 and 2022.

No single country other than the U.S.

represented 10% or more of our revenue during fiscal 2025, 2024 and 2023.

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

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We recognized revenue of $ 402.2 million, $ 305.7 million and $ 195.9 million for fiscal 2025, 2024 and 2023, respectively, that was included in the corresponding contract liability balance at the beginning of the period.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Remaining Performance Obligations

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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 agreements with non-cancelable commitments, remaining performance obligations are determined based on the ratable recognition of the remaining commitment over the remaining contract term.

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, 2024, our remaining performance obligations were $ 896.2 million, of which we expect to recognize 87 % as revenue over the next 24 months, with the remainder to be recognized thereafter.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31, 2025, our remaining performance obligations were $ 1,169.1 million, of which we expect to recognize 85 % as revenue over the next 24 months following January 31, 2025, with the remainder to be recognized thereafter.

Capitalized contract costs were $ 150.1 million and $ 125.8 million as of January 31, 2025 and 2024, respectively.

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We did not recognize any impairment of deferred contract acquisition costs during fiscal 2025, 2024 and 2023.

Fiscal 2025 Acquisitions

On February 1, 2024, we completed our acquisition of PingSafe Pte.

(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 10, Stock-Based Compensation.

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):

Consideration:

Cash $ 56,789

Common stock ( 2,354,607 shares) (1)

Assumed options 169

Holdback subject to indemnification claims 2,452

Fair value of total consideration transferred $ 82,980

Cash and cash equivalents $ 2,003

Accounts receivable 542

Prepaid expenses and other current assets 331

Intangible assets 11,300

Accrued payroll and benefits ( 2 )

Accrued liabilities ( 590 )

Deferred revenue ( 671 )

Other long-term liabilities ( 2,820 )

Total identifiable net assets and liabilities 10,093

Goodwill 72,887

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.

T he 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 Value Useful Life Amortization classification

(in thousands) (in years)

Customer relationships $ 2,700 7 Sales and marketing

Developed technology 8,600 5 Cost of revenue

Total intangible assets acquired $ 11,300

On February 1, 2024, we acquired 100 % of the issued and outstanding equity securities of Stride Security Ltd.

(Stride), a security automation company, to add hyper-automation across our Singularity platform.

The acquisition was accounted for as a business combination in accordance with ASC Topic 805.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 of five years .

Additional Acquisition-related Information

We incurred $ 2.1 million and $ 0.6 million of transaction expenses related to the PingSafe and Stride acquisitions, respectively.

The costs were recorded as general and administrative expenses in our consolidated statements of operations.

The goodwill acquired in both acquisitions are not tax deductible in local jurisdictions.

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

The pro forma impact of the PingSafe and Stride business combinations during the fiscal 2025 was not material to our historical consolidated operating results and is therefore not presented, except for stock-based compensation expense related to restricted common stock issued in connection with the acquisition of PingSafe as disclosed in Note 10, Stock-Based Compensation.

During fiscal 2025, we recorded $ 16.2 million of stock-based compensation expense related to the PingSafe acquisition.

Fiscal 2024 Acquisition

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, Business Combinations .

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.

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The results of operations of KSG have been included in the consolidated financial statements from the date of acquisition, and would not have had a material impact on our combined results of operation if the acquisition had occurred on February 1, 2022.

The estimates and assumptions regarding the fair value of certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income taxes, and goodwill are subject to change as we obtain additional information during the measurement period, which usually lasts for up to one year from the acquisition date.

In connection with the acquisition, we also granted PSUs under our 2021 Equity Incentive Plan.

In connection with the 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 10, Stock-Based Compensation.

As the shares are subject to post-acquisition employment, we are accounting for them as post-acquisition compensation expense.

Fiscal 2023 Acquisition

On May 3, 2022, we acquired 100 % of the issued and outstanding equity securities of Attivo Networks, Inc.

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Identity is an adjacent security solution that complements our core endpoint solution.

The Attivo acquisition closed on May 3, 2022 and has been accounted for as a business combination in accordance with ASC Topic 805, Business Combinations .

The Attivo acquisition has been accounted for as a business combination in accordance with ASC Topic 805.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We had post-combination expense with a fair value of $ 32.9 million that was not included in the total purchase consideration, which is comprised of 307,396 shares of restricted common stock with an aggregate fair value of $ 10.0 million, and 378,828 assumed options with an aggregate fair value of $ 11.5 million.

Restricted common stock and assumed options will be recognized as stock-based compensation expense.

In addition, in connection with the acquisition, certain employees who were promised compensation related to their previous employment agreements will be paid $ 11.4 million in cash based on continued employment which will be recognized on a straight-line basis as acquisition-related compensation costs.

All post-combination expense is expected to be recognized through May 2026.

Restricted common stock and assumed options were recognized as stock-based compensation expense.

In addition, in connection with the acquisition, certain employees were entitled to $ 11.4 million cash compensation under their previous employment agreements.

These amounts are recognized on a straight-line basis as acquisition-related compensation costs.

The post-combination expense is expected to be recognized through May 2026.

Post-combination compensation expense is subject to adjustment based on continuing service obligations to us of certain stockholders of Attivo.

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For further details, refer to Note 10, Stock-Based Compensation.

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):

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Total purchase consideration $ 534,802

(1) Consideration calculated using the fair value of our common stock

(1) Consideration calculated using the fair value of our Class A common stock.

The fair value of the 6,032,231 shares of Class A common stock issued as part of the consideration paid for Attivo was determined on the basis of the closing market price of our Class A common stock on the acquisition date.

The valuation of intangible assets acquired are included in Note 7, Intangible Assets.

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Goodwill is not deductible for tax purposes.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We incurred $ 5.5 million of transaction expenses in connection with the Attivo acquisition during fiscal 2023.

$ 3.2 million of these costs were recorded as general and administrative expenses in our consolidated statements of operations, with the remainder allocated to purchase price consideration.

No transaction expenses in connection with the acquisition were recorded during fiscal 2024.

No transaction expenses in connection with the acquisition were recorded during fiscal 2025 and 2024.

The following unaudited supplemental pro forma financial information is provided for informational purposes only and summarizes our combined results of operations as if the acquisition occurred on February 1, 2021 (in thousands):

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Net loss $ ( 393,773 )

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The unaudited supplemental pro forma results reflect certain adjustments for the amortization of acquired intangible assets, recognition of stock-based compensation, acquisition-related transaction expenses, and acquisition-related compensation costs.

Such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the date indicated, nor is it indicative of our future operating results.

On February 6, 2021, we executed a merger agreement to acquire 100 % of the issued and outstanding equity securities of Scalyr, Inc.

(Scalyr), a leading cloud-native, cloud-scale data analytics platform.

This Scalyr acquisition allows us to advance our data ingestion, search, and retention capabilities.

The Scalyr acquisition closed on February 9, 2021.

The aggregate consideration transferred was $ 125.3 million, of which $ 5.0 million was paid in cash, $ 106.2 million was comprised of 7,277,214 shares of common stock, and $ 14.1 million was comprised of assumed options to purchase 2,138,347 shares of common stock.

As part of the merger agreement, we entered into non-compete agreements with the founder and the co-founder of Scalyr with a term of three years and a fair value of $ 0.7 million.

The fair value of the non-compete agreements was excluded from the purchase consideration and the net assets acquired, resulting in purchase consideration of $ 124.6 million.

The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value on the date of acquisition as follows (in thousands):

Cash and cash equivalents $ 699

Accounts receivable 3,665

Restricted cash 444

Prepaid expense 277

Intangible assets 17,150

Goodwill 108,193

Accounts payable ( 412 )

Deferred revenue ( 5,041 )

Other liabilities ( 347 )

Total purchase consideration $ 124,628

The valuation of intangible assets acquired are included in Note 7, Intangible Assets .

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 as a result of the acquisition that will enhance our product available to both new and existing customers and increase our competitive position.

Goodwill is not deductible for tax purposes.

As part of the consideration transferred, we withheld 1,317,079 shares of our common stock with a fair value of $ 14.59 per share at the time of grant (Holdback Shares) and $ 0.4 million of cash related to certain obligations, including indemnification for potential breach of general representations and warranties of the sellers.

The Holdback Shares and cash are expected to be released 18 months from the acquisition closing date, subject to claims for any obligations.

In connection with the acquisition, we granted 1,315,099 shares of restricted common stock that vest over a period of two years contingent on continued employment, for which stock-based compensation expense was recognized ratably over the vesting period.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There was no other contingent consideration or cash consideration expected to be paid out subsequent to the acquisition.

The results of operations of Scalyr have been included in our consolidated financial statements from the date of acquisition.

We incurred $ 1.4 million of transaction costs in connection with the acquisition during fiscal 2022.

These costs were recorded as general and administrative expenses in the consolidated statements of operations.

The following unaudited pro forma financial information summarizes the results of operations of SentinelOne and Scalyr as if the acquisition occurred on February 1, 2020 (in thousands):

Year Ended January 31,

Revenue $ 204,874

Net loss $ ( 262,145 )

The pro forma results reflect certain adjustments for the amortization of acquired intangible assets, adjustments to revenue resulting from the fair value adjustment to deferred revenue, recognition of stock-based compensation, and acquisition-related costs.

FAIR VALUE MEASUREMENTS

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Money market funds Level 1 61,962 — — 61,962

Certificates of deposit

Treasury securities

9,969 3 — 9,972

Commercial paper

Level 2 19,914 — ( 2 ) 19,912

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Short-term investments:

US Treasury securities Level 1 $ 234,776 $ — $ ( 1,053 ) $ 233,723

Treasury securities Level 1 $ 208,918 $ 284 $ ( 74 ) $ 209,128

Commercial paper Level 2 24,606 1 ( 2 ) 24,605

Corporate notes and bonds Level 2 238,610 586 ( 6 ) 239,190

US agency securities Level 2 157,873 18 ( 501 ) 157,390

agency securities Level 2 62,257 151 — 62,408

Total short-term investments $ 534,391 $ 1,022 $ ( 82 ) $ 535,331

Long-term investments:

US Treasury securities Level 1 $ 27,175 $ 121 $ — $ 27,296

Treasury securities Level 1 $ 208,104 $ 787 $ ( 203 ) $ 208,688

Corporate notes and bonds Level 2 173,882 573 ( 331 ) 174,124

US agency securities Level 2 90,924 303 ( 48 ) 91,179

agency securities Level 2 13,458 — ( 63 ) 13,395

Total long-term investments $ 395,444 $ 1,360 $ ( 597 ) $ 396,207

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Money market funds Level 1 204,481 — — 204,481

Certificates of deposit Level 2 8,245 — — 8,245

Total cash and cash equivalents $ 256,651 $ — $ — $ 256,651

Short-term investments:

US Treasury securities Level 1 $ 144,392 $ 1 $ ( 501 ) $ 143,892

Commercial paper Level 2 230,305 30 ( 667 ) 229,668

Treasury securities Level 1 $ 234,776 $ — $ ( 1,053 ) $ 233,723

Corporate notes and bonds Level 2 279,248 12 ( 1,068 ) 278,192

US agency securities Level 2 74,060 3 ( 349 ) 73,714

agency securities Level 2 157,873 18 ( 501 ) 157,390

Total short-term investments $ 671,897 $ 30 $ ( 2,622 ) $ 669,305

Long-term investments:

US Treasury securities Level 1 $ 192,337 $ — $ ( 2,460 ) $ 189,877

Treasury securities Level 1 $ 27,175 $ 121 $ — $ 27,296

Corporate notes and bonds Level 2 69,970 279 ( 67 ) 70,182

US agency securities Level 2 101,844 27 ( 921 ) 100,950

agency securities Level 2 90,924 303 ( 48 ) 91,179

Total long-term investments $ 188,069 $ 703 $ ( 115 ) $ 188,657

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As of January 31, 2025, we determined that the declines in the market value of our investment portfolio were not driven by credit related factors.

During the years ended January 31, 2024 and 2023, we did not recognize any losses on our investments due to credit related factors.

During fiscal 2025, 2024 and 2023, we did not recognize any losses on our investments due to credit related factors.

As of January 31, 2025, we had $ 1.2 million in continuous unrealized loss positions for more than twelve months on securities with a total fair value of $ 15.0 million.

The tables above do not include the Company’s strategic investments in non-marketable debt and equity securities, which are recorded at cost, less any impairment, plus or minus observable price changes in orderly transactions for identical or similar investments of the same issuer (measurement alternative) and were $ 16.1 million and $ 12.5 million as of January 31, 2024 and 2023, respectively.

During the year ended January 31, 2024, the Company recognized impairment charges on its non-marketable strategic investments of $ 0.8 million.

During the year ended January 31, 2024, the Company recognized realized gains of $ 3.5 million on its non-marketable strategic investments.

The tables above do not include the Company’s strategic investments in non-marketable debt and equity securities, which are recorded at cost, less any impairment, plus or minus observable price changes in orderly transactions for identical or similar investments of the same issuer and were $ 23.2 million and $ 16.1 million as of January 31, 2025 and 2024, respectively.

During fiscal 2025 and 2023, the Company incurred no impairment charges on its non-marketable strategic investments.

During fiscal 2024, the Company incurred impairment charges on its non-marketable strategic investments of $ 0.8 million.

During fiscal 2025 and 2024, the Company recognized realized gains of $ 0.3 million and $ 3.5 million, respectively, and on its non-marketable strategic investments.

No realized gains were recognized during fiscal 2023.

Impairment charges and realized gains on strategic investments were recognized in other income (expense), net.

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Our operating lease arrangements do not contain any restrictive covenants or residual value guarantees.

Supplemental cash flow information related to our operating leases for fiscal 2024, 2023, and 2022 as well as the weighted-average remaining lease term and weighted-average discount rate as of January 31, 2024 and 2023 were as follows:

The following tables provide supplemental balance sheet information, supplemental cash flow information related to our operating leases for fiscal 2025, 2024, and 2023 as well as the weighted-average remaining lease term and weighted-average discount rate as of January 31, 2025 and 2024 (in thousands, except lease term and discount rate):

As of January 31,

Classification 2025 2024

Supplemental Balance Sheet Information

Operating lease ROU assets – non-current Other assets $ 15,486 $ 18,474

Operating lease liabilities – current Other current liabilities $ 5,278 $ 4,689

Operating lease liabilities – non-current Other liabilities 13,787 18,239

Total operating lease liabilities $ 19,065 $ 22,928

Year Ended January 31,

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Weighted-average discount rate 4.3 % 4.2 %

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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Total lease costs $ 5,402 $ 5,256 $ 6,862

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The maturities of our operating lease liabilities as of January 31, 2025 were as follows (in thousands):

Fiscal Year Ending January 31, Amount

Thereafter 155

Total operating lease payments $ 20,555

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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.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our common stock reserved for future issuance on an as-converted basis as of January 31, 2025 and 2024 were as follows:

5 unchanged sentences

Total shares of common stock reserved 94,035,512 94,320,028

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

STOCK-BASED COMPENSATION

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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) with the purpose of granting stock-based awards to employees, directors, officers and consultants, including stock options, restricted stock awards, restricted stock units (RSUs), and performance stock units (PSUs).

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.

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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 and Performance Stock Units

A summary of our RSU and PSU activity is as follows:

Number of Shares Weighted-Average Grant Date Fair Value

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

A summary of our RSU activity is as follows:

Number of RSUs Weighted-Average Grant Date Fair Value

Outstanding as of January 31, 2024

6 unchanged sentences

As of January 31, 2025, we had unrecognized stock-based compensation expense related to unvested RSUs of $ 523.9 million that is expected to be recognized on a straight-line basis over a weighted-average period of 2.70 years.

Performance Stock Units

During fiscal 2025, we granted 256,674 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 of one to four years , subject to continuous service with us.

During fiscal 2025, we have recorded $ 4.2 million of stock-based compensation expense related to these PSUs.

A summary of our PSU activity is as follows:

Number of PSUs Weighted-Average Grant Date Fair Value

Outstanding as of January 31, 2024

1,326,570 $ 15.97

Granted 256,674 22.25

Released ( 6,860 ) 23.07

Forfeited or cancelled ( 1,342,704 ) 16.04

Outstanding as of January 31, 2025

233,680 $ 22.27

As of January 31, 2025, we had unrecognized stock-based compensation expense related to unvested PSUs of $ 0.8 million that is expected to be recognized on a straight-line basis over a weighted-average period of 0.24 years.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During fiscal 2024, we granted PSUs covering 1,133,455 shares of Class A common stock at target to certain executives subject to service-based and performance-based vesting conditions.

As of January 31, 2024, the financial performance metrics have not been achieved.

The financial performance metrics were not achieved and were cancelled 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.

In November 2023, we granted 312,686 PSUs with a grant date fair value of $ 5.4 million subject to service-based and performance-based vesting conditions to retain the services of certain former KSG employees.

These PSUs will vest 100 % upon the achievement of certain financial performance and integration milestone events, subject to the employees’ continued service to us from the grant date through the milestone events or target dates.

For further details, refer to Note 4, Acquisitions .

During fiscal 2025, we cancelled the Original PSUs.

In exchange for the cancelled Original PSUs, the employees were granted RSUs subject to only service-based vesting conditions.

We expect to recognize an additional $ 4.1 million in expense over the requisite service period through the first quarter of 2028.

During fiscal 2025, we have recorded $ 1.0 million of stock-based compensation expense related to these RSUs.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Option Information

3 unchanged sentences

21,159,850 $ 5.63 6.25 $ 447,989

Assumed options from PingSafe acquisition

Exercised ( 7,881,544 ) 4.24

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10,352,575 $ 5.50 4.69 $ 190,993

There were no options granted during fiscal 2024 and 2023.

The weighted-average grant-date fair value of options granted during fiscal 2022 was $ 13.14 per share.

There were no options granted during fiscal 2025, 2024 or 2023.

The aggregate intrinsic value is the difference between the exercise price and the estimated fair value of the underlying common stock.

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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 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 cancellation of certain milestone options.

As of January 31, 2025, the market capitalization target has not yet been achieved, and therefore, these milestone options remain unvested.

2 unchanged sentences

As of January 31, 2025, we had unrecognized stock-based compensation expense related to unvested milestone options of $ 5.2 million, that is expected to be recognized over the remaining implied service period of 1.56 years.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Common Stock

In connection with the acquisition of PingSafe, we issued 1,497,212 shares of restricted Class A common stock.

We recorded stock-based compensation expense related to these restricted shares of $ 13.7 million in fiscal 2025.

As of January 31, 2025, we had unrecognized stock-based compensation expense related to this unvested restricted common stock of $ 27.5 million that is expected to be recognized on a straight-line basis over a weighted-average period of 0.75 years.

In connection with the Attivo acquisition, we issued restricted Class A common stock to Attivo’s employees.

We recorded stock-based compensation expense related to these restricted shares in connection with the Attivo acquisition of $ 0.7 million and $ 1.0 million during fiscal 2024 and 2023, respectively.

As of January 31, 2024, we had unrecognized stock-based compensation expense related to this unvested restricted common stock of $ 0.3 million.

In connection with the Scalyr acquisition, we granted 1,315,099 shares of restricted common stock.

We recorded stock-based compensation expense related to restricted common stock in connection with the Scalyr acquisition of $ 0.2 million, $ 8.5 million, and $ 10.9 million during fiscal 2024, 2023, and 2022, respectively.

As of January 31, 2024, this restricted common stock has fully vested.

We recorded stock-based compensation expense related to these restricted shares in connection with the Attivo

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

acquisition of $ 0.3 million and $ 0.7 million during fiscal 2025 and 2024, respectively.

As of January 31, 2025, we had no unrecognized stock-based compensation expense related to this unvested restricted common stock.

Employee Stock Purchase Plan (ESPP)

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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 first ten 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 for six-month offering periods beginning January 6 and July 6 of each year, with each offering period consisting of single six-month purchase periods, except for the initial offering period which began on July 1, 2021, and ended on July 5, 2023.

The ESPP generally provides for six-month offering periods beginning January 6 and July 6 of each year, with each offering period consisting of a single six-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 .

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We recognized stock-based compensation expense related to ESPP of $ 8.7 million, $ 11.7 million, and $ 12.7 million during fiscal 2025, 2024, and 2023, respectively.

Modifications

Modifications & Accelerations

During fiscal 2025, 2024 and 2023, 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).

The Management Transitions have been accounted for as modifications, 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.

During fiscal 2024 and 2023, we recognized an incremental charge of $ 6.2 million and $ 4.5 million, respectively, related to the Management Transitions.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

During fiscal 2025, 2024 and 2023, we recognized incremental and accelerated charges of $ 9.7 million, $ 6.2 million and $ 4.5 million, respectively, related to the Management Transitions.

RESTRUCTURING

In June 2023, we announced a restructuring plan (the Plan) as a result of a review of current strategic priorities, resource allocation, and cost reduction intended to reduce operating costs, improve operating margins and continue advancing our ongoing commitment to profitable growth.

In June 2023, we announced a restructuring plan (Plan) as a result of a review of current strategic priorities, resource allocation, and cost reduction intended to reduce operating costs, improve operating margins and continue advancing our ongoing commitment to profitable growth.

The Plan includes a reduction of our workforce by approximately 5 %, or approximately 100 full-time employees.

We incurred approximately $ 7.4 million in charges in connection with the Plan in fiscal 2024, which consists 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 are recognized as cost of sales and not restructuring operating expenses in our consolidated financial statements of operations.

We incurred approximately $ 7.4 million in charges in connection with the Plan in fiscal 2024, consisting 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

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

restructuring operating expenses in our consolidated financial statements of operations.

These costs were paid as of January 31, 2025.

The actions associated with the Plan are expected to be fully complete by the end of fiscal 2025, subject to finalizing the disposition of certain office space.

The actions associated with the Plan were substantially completed as of the end of fiscal 2025.

Our loss before provision for income taxes for fiscal 2025, 2024 and 2023 consisted of the following (in thousands) :

15 unchanged sentences

Total provision for income taxes $ 6,834 $ 5,859 $ ( 5,613 )

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the expected provision for (benefit from) income taxes at the statutory federal income tax rate to our recorded provision for income taxes consisted of the following (in thousands):

1 unchanged sentence

2025 2024 2023

Benefit from income taxes at US federal statutory rate $ ( 69,895 ) $ ( 80,701 ) $ ( 56,720 )

Benefit from income taxes at U.S.

federal statutory rate

$ ( 59,137 ) $ ( 69,895 ) $ ( 80,701 )

State taxes, net of federal benefit 178 150 53

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Significant components of our net deferred tax assets and liabilities as of January 31, 2025 and 2024 consisted of the following (in thousands):

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31,

16 unchanged sentences

Total deferred tax liabilities ( 65,851 ) ( 67,439 )

Net deferred tax assets (liabilities) $ ( 795 ) $ ( 251 )

Based upon available objective evidence, we believe it is more likely than not that the US and Israel net deferred tax assets will not be fully realizable.

Accordingly, we have established a valuation allowance for the US and Israel gross deferred tax assets.

Net deferred tax liabilities

$ ( 3,430 ) $ ( 795 )

Based upon available objective evidence, we believe it is more likely than not that the U.S.

and Israel net deferred tax assets will not be fully realizable.

Accordingly, we have established a valuation allowance for the U.S.

and Israel gross deferred tax assets.

As of January 31, 2025 and 2024, we had a valuation allowance of $ 382.0 million and $ 341.0 million, respectively, against our deferred tax assets.

During fiscal 2024 and 2023, total valuation allowance increased by $ 49.2 million and $ 72.8 million, respectively, primarily due to additional net operating losses.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During fiscal 2025 and 2024, total valuation allowance increased by $ 41.0 million and $ 49.2 million, respectively, primarily due to additional net operating losses and capitalized research and development.

As of January 31, 2025, we had federal net operating loss carryforwards of $ 772.4 million, which will begin to expire in 2031, and state net operating loss carryforwards of $ 447.9 million, which will begin to expire in 2027.

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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 us as of January 31, 2024 and 2023 due to our intention to permanently reinvest such earnings.

Foreign withholding taxes have not been provided for the cumulative undistributed earnings of certain foreign subsidiaries of ours as of January 31, 2025 and 2024 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 US federal jurisdiction and various state and foreign jurisdictions.

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.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31,

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We do not anticipate that its total unrecognized tax benefits will significantly change during the next 12 months.

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.

The rules are effective for the Company’s financial year beginning February 1, 2024.

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, 2025, we continue to monitor evolving Pillar Two and other tax legislation in the jurisdictions in which we operate.

In 2022, we began negotiating a bilateral Advance Pricing Agreement (APA) with the United States Internal Revenue Service and the Israeli Tax Authorities (ITA), covering various transfer pricing matters for intercompany transactions, with the primary issue relating to the valuation of the intergroup utilization of our Israeli subsidiary’s intellectual property.

The proposed APA would cover our fiscal years ended or ending January 31, 2022 through January 31, 2026.

An APA, if obtained, would provide us with a more predictable future business operating model, ensure certainty to timing and amounts of cash tax payments, and preclude the relevant tax authorities from making certain transfer pricing adjustments within the scope of these agreements.

While this effort is ongoing, the process of negotiating has been lengthy and may take more time to resolve.

As of January 31, 2025, the APA remains an ongoing process with no framework for a settlement or resolution yet to be finalized.

By its nature, a concluded APA is a tri-party agreement between the two competent tax authorities and the taxpayer, and therefore, a successful resolution of such requires compromise by all three parties in order to achieve such aforementioned certainty and conclusion, and accordingly there can be no assurance that the APA process will be successful.

Alternatively, the APA process could be terminated without an agreed upon resolution.

In such case, the ITA may initiate an audit of these agreements and transactions, the result of which could be a potential tax assessment.

In this case, we intend to exhaust all administrative and judicial remedies necessary to resolve the matter, as necessary, which could be another lengthy process.

We believe that the tax positions we have taken on our Israeli filed tax returns related to these intercompany transactions are sustainable and meet the more likely than not criteria for recognition and measurement, prescribed by ASC Topic 740, Accounting for Income Taxes .

We believe that our transfer pricing for these intercompany transactions are on arm’s-length terms, our assumptions, judgements, and estimates are reasonable, and the transactions are characterized appropriately based upon U.S.

and OECD guidance and Israeli law.

As such, we have not recorded any reserves for this matter as of January 31, 2025.

There can be no assurance that this matter will be resolved in our favor, and any taxes, penalties, settlements or adverse judgments relating to this matter could materially and adversely impact our business, operating results, financial condition, and cash flows.

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

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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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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):

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2025 2024 2023

Stock options 21,159,850 32,446,814 42,422,473

RSUs and PSUs 28,016,619 27,406,457 14,409,166

Stock options 13,164,743 21,159,850 32,446,814

Restricted common stock

1,497,212 10,621 451,444

ESPP 520,701 107,924 134,469

Shares subject to repurchase — 16,543 178,308

Restricted common stock 10,621 451,444 1,142,496

Contingently issuable shares — — 1,317,089

Total 43,199,275 48,701,395 47,620,201

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As of January 31,

US $ 40,067 $ 27,990

$ 65,980 $ 40,067

Israel 15,823 21,806

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Securities Litigation

On June 6, 2023, a securities class action was filed against the Company, its Chief Executive Officer and its Chief Financial Officer, in the Northern District of California, captioned Johansson v.

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.

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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 alleges that defendants made false or misleading statements about the Company's 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.

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.

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4:23-cv-02786 and appointing a lead plaintiff.

Lead plaintiff filed an amended complaint on December 18, 2023.

Defendants moved to dismiss the amended complaint on February 16, 2024.

We believe the case is without merit and intend to defend the suit vigorously.

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.

The motion has been fully briefed and the court has not yet ruled on the motion.

We believe the case is without merit and defendants intend to defend the suit vigorously.

Derivative Litigation

On January 10, 2024, Plaintiff Walter Stochevski, derivatively on behalf of SentinelOne, filed a shareholder derivative complaint against SentinelOne and certain of its current and former directors and officers in the United States District Court for the District of Delaware, which was subsequently transferred to the United States District Court for the Northern District of California.

The complaint alleges claims based on events similar to those in the securities class action and asserts causes of action against the individual defendants for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, and for making false and misleading statements about our business, operations, and prospects in violation of Section 10(b) of the Exchange Act.

This matter has been consolidated with Newman , below, under the caption In re SentinelOne, Inc.

Stockholder Derivative Litigation, Case No.

4:24-cv-01934, and both matters are stayed.

On March 29, 2024, Plaintiff Joel Newman, derivatively on behalf of SentinelOne, filed a shareholder derivative complaint against SentinelOne and certain of its current and former directors and officers in the United States District Court for the Northern District of California, alleging claims based on events similar to those in the securities class action and the Stochevski action, above, and asserting causes of action against the individual defendants for breach of fiduciary duty, unjust enrichment, and control person claims under Section 20(a) of the Exchange Act.

This matter has been consolidated with Stochevski , above, under the caption In re SentinelOne, Inc.

Stockholder Derivative Litigation, Case No.

4:24-cv-01934, and both matters are stayed.

Fortis Litigation

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In June 2023, the Company sent a letter to Fortis seeking indemnification for certain claims, including for breaches by Attivo of its representations and warranties in the merger agreement.

Fortis is now seeking a declaratory judgment that the Company is not entitled to indemnification for the claims it has asserted, and that Fortis should recover the funds held in escrow.

Fortis also alleges that the Company breached its representations and warranties in the merger agreement because its SEC filings allegedly contained materially false or misleading statements about the Company’s annual recurring revenues.

The Company believes Fortis’ claims are without merit and intends to defend the suit vigorously.

In its complaint, Fortis sought a declaratory judgment that the Company was not entitled to indemnification for the claims it had asserted, and that Fortis should recover the funds held in escrow.

Fortis also alleged that the Company breached its representations and warranties in

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the merger agreement because its SEC filings allegedly contained materially false or misleading statements about the Company’s annualized recurring revenues.

The Company believes Fortis’ claims were without merit.

On November 3, 2023, the Company filed its answer to Fortis’ complaint.

On the same day, the Company filed counterclaims against Fortis, in its capacity as the representative of the stockholders of Attivo, based on Attivo’s breach of several of its representations, warranties and covenants in the merger agreement.

The Company’s counterclaims seek an order directing Fortis to comply with its contractual obligations to release funds set aside to indemnify the Company for its losses and any additional damages in excess of the indemnity fund.

Derivative Litigation

On January 10, 2024, a shareholder derivative complaint was filed, naming the Company’s Board of Directors, its Chief Executive Officer and its Chief Financial Officer as defendants, and the Company as nominal defendant.

The action was filed in the United States District Court, District of Delaware, and is captioned Stochevski v.

Weingarten, et al., Case No.

4:24-cv-00024.

The complaint alleges that the director and officer defendants breached their fiduciary duties by making or failing to correct false or misleading statements about the Company’s business, operations and prospects, including its annual recurring revenues and internal controls.

The Company’s counterclaims sought an order directing Fortis to comply with its contractual obligations to release funds set aside to indemnify the Company for its losses and any additional damages in excess of the indemnity fund.

In November 2024, the action was voluntarily dismissed by both parties after a confidential settlement was reached.

We believe that there are no other pending or threatened legal proceedings that are likely to have a material adverse effect on our consolidated financial statements.

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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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

our customers’ actual damages.

We have a cybersecurity liability policy that may cover our customers’ actual damages.

We have not incurred any material costs related to such obligations and have not accrued any liabilities related to such obligations in the consolidated balance sheets as of January 31, 2025 and 2024.

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EMPLOYEE BENEFIT PLAN

Our US employees participate in a 401(k) defined contribution plan sponsored by us.

employees participate in a 401(k) defined contribution plan sponsored by us.

Contributions to the plan are discretionary.

We made $ 2.6 million and $ 2.8 million in matching contributions for fiscal 2024 and 2023, respectively.

There were no matching contributions for fiscal 2022.

We made $ 2.7 million, $ 2.6 million and $ 2.8 million in matching contributions for fiscal 2025, 2024 and 2023, respectively.

Israeli Severance Pay

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For fiscal 2025, 2024, and 2023, we recorded $ 3.4 million, $ 3.5 million, and $ 3.9 million, respectively, in severance expenses related to these employees.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUBSEQUENT EVENTS

On February 1, 2024, we completed the acquisition of PingSafe Pte.

(PingSafe) to provide customers better automation across their entire cloud footprint.

We acquired 100 % of the shares of PingSafe for total consideration of approximately $ 57.5 million in cash and 2,354,607 shares of our Class A common stock, subject to customary adjustments set forth in the purchase agreement.

On February 1, 2024, we acquired 100 % of the issued and outstanding equity securities of Stride Security Ltd.

(Stride), a security automation company.

The aggregate consideration for the Stride acquisition is approximately $ 7.5 million in cash, subject to customary adjustments.

In addition, approximately $ 7.5 million will be earned over three years , subject to continued employment.

The PingSafe and Stride acquisitions will be accounted for as business combinations in accordance with ASC Topic 805, Business Combinations and, accordingly, the total purchase price will be allocated to the tangible and intangible assets acquired and the liabilities assumed based on their respective fair values on the date of acquisition.

We are currently working on the preliminary purchase price allocations and expect them to be completed in the first quarter of fiscal 2025.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

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What changed 10-K

Item 8. Financial Statements and Supplementary Data