What changed in this filing

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Item 9A. Controls and Procedures

2025-03-26 compared with 2024-03-27 · 30 added, 21 removed, 165 unchanged (24% 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.

7 unchanged sentences

Base d on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of January 31, 2025 .

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.

The effectiveness of our internal control over financial reporting as of January 31, 2025 , 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 on Form 10-K.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

27 unchanged sentences

During the fourth quarter of fiscal 2025, 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.

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

On January 15, 2025 , Robin Tomasello , our Chief Accounting Officer , adopted a Rule 10b5-1 Plan (the Tomasello Plan) providing for the potential sale of up to 25,050 shares of Class A common stock between an estimated start date and end date of April 16, 2025 and April 30, 2026 , respectively.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 unchanged sentences

Our Code of Ethics is published on our Investor Relations website at investors.sentinelone.com under “Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of the Code of Ethics by posting such information on the website address and location specified above.

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities that applies to all of our personnel, including directors, officers, employees, and other covered persons.

Our Insider Trading Policy also provides that we will not transact in any of our own securities unless in compliance with U.S.

securities laws.

We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

15 unchanged sentences

Exhibit Filing Date

Restated Certificate of Incorporation of SentinelOne, Inc.

10-K 001-40531 3.1 April 7, 2022

Amended and Restated Certificate of Incorporation of SentinelOne, Inc.

001-40531 3.1 June 28, 2024

Amended and Restated Bylaws of SentinelOne, Inc.

31 unchanged sentences

S-1/A 333-256761 10.11 June 21, 2021

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

and David Bernhardt, dated May 28, 2021.

S-1/A 333-256761 10.12 June 21, 2021

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

and Ric Smith.

10-K 001-40531 10.12 April 7, 2022

Offer of Employment and Change in Control and Severance Agreement between SentinelOne, Inc.

9 unchanged sentences

2021 Equity Incentive Plan Global Notice of Performance Stock Unit Award

10.15 March 27, 2024

Letter Agreement by and between SentinelOne, Inc.

and Narayanan ‘Vats’ Srivatsan, dated March 17, 2024.

10.1 May 30, 2024

Offer Letter between Barbara Larson and SentinelOne, Inc.

dated September 5, 2024

10.1 December 4, 2024

Separation and Release Agreement between David Bernhardt and SentinelOne, Inc., dated September 10, 2024

10.2 December 4, 2024

Form of Change of Control and Severance Agreement for Non-CEO Executive Officers

10.3 December 4, 2024

I nsider Trading Pol icy

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.

SentinelOne, Inc.

Compensation Recovery Policy

97.1 March 27, 2024

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.

8 unchanged sentences

† Indicates management contract or compensatory plan.

# Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

We agree to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

FORM 10-K SUMMARY

6 unchanged sentences

POWER OF ATTORNEY

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tomer Weingarten and David Bernhardt, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tomer Weingarten and Barbara Larson, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.

3 unchanged sentences

Tomer Weingarten

/s/ David Bernhardt

/s/ Barbara Larson

Chief Financial Officer (Principal Financial Officer)

March 26, 2025

David Bernhardt

Barbara Larson

/s/ Robin Tomasello

15 unchanged sentences

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