SentinelOne, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 119 Table of Contents Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2025 , based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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, 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. 120 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of SentinelOne, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of SentinelOne, Inc. and subsidiaries (the “Company”) as of January 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 31, 2025, of the Company and our report dated March 26, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP San Jose, California March 26, 2025 121 Table of Contents ITEM 9B. OTHER INFORMATION Our directors and Section 16 officers (as defined in Rule 16a-1(f) under the Exchange Act) are generally only permitted to trade in our securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a Rule 10b5-1 Plan). During the fourth quarter of fiscal 2025, one of our Section 16 officers adopted a new Rule 10b5-1 Plan. 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 122 Table of Contents PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item (other than the information set forth in the next paragraph) will be included in our definitive Proxy Statement for our 2025 annual meeting of stockholders, which will be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2025, and is incorporated herein by reference. We maintain a Code of Business Conduct and Ethics (Code of Ethics), applicable to all employees, including all directors and executive officers. Our Code of Ethics is published on our Investor Relations website at investors.sentinelone.com under “Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of the Code of Ethics by posting such information on the website address and location specified above. 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. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item will be included in our Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2025, and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item will be included in our Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2025, and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item will be included in our Proxy Statement to be filed with the SEC, within 120 days after the end of our fiscal year ended January 31, 2025, and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item will be included in our Proxy Statement to be filed with the SEC, within 120 days after the end of our fiscal year ended January 31, 2025, and is incorporated herein by reference. 123 Table of Contents PART IV. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements. See Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. (b) Financial Statement Schedule. All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto. (c) Exhibits. The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below. Exhibit Number Description of Document Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of SentinelOne, Inc. 8-K 001-40531 3.1 June 28, 2024 3.2 Amended and Restated Bylaws of SentinelOne, Inc. 8-K 001-40531 3.1 December 13, 2022 4.1 Form of Class A Common Stock certificate of SentinelOne, Inc. S-1/A 333-256761 4.1 June 21, 2021 4.2 Description of Registrant’s securities. 10-K 001-40531 4.2 April 7, 2022 4.3 Amended and Restated Investors’ Rights Agreement among SentinelOne, Inc. and certain holders of capital stock, dated October 28, 2020. S-1 333-256761 4.2 June 3, 2021 10.1 Form of Indemnification Agreement between SentinelOne, Inc. and each of its directors and executive officers. S-1 333-256761 10.1 June 3, 2021 10.2 † SentinelOne, Inc. 2021 Equity Incentive Plan and related form agreements. S-1 333-256761 10.4 June 3, 2021 10.3 † SentinelOne, Inc. 2021 Employee Stock Purchase Plan and related form agreements. S-1/A 333-256761 10.5 June 21, 2021 10.4 † Confirmatory Employment Letter between SentinelOne, Inc. and Tomer Weingarten, dated May 28, 2021. S-1/A 333-256761 10.7 June 21, 2021 10.5 † Confirmatory Employment Letter between SentinelOne, Inc. and David Bernhardt, dated May 28, 2021. S-1/A 333-256761 10.8 June 21, 2021 10.6 † Confirmatory Employment Letter between SentinelOne, Inc. and Ric Smith, dated May 28, 2021. 10-K 001-40531 10.7 April 7, 2022 10.7 † Offer of Employment and Change in Control and Severance Agreement between SentinelOne, Inc. and Keenan Conder, effective June 24, 2021. 10-K 001-40531 10.8 April 7, 2022 10.8 † Change in Control and Severance Agreement by and between SentinelOne, Inc. and Tomer Weingarten, dated May 28, 2021. S-1/A 333-256761 10.11 June 21, 2021 124 Table of Contents 10.11 † Offer of Employment and Change in Control and Severance Agreement between SentinelOne, Inc. and Narayanan ‘Vats’ Srivatsan, effective February 26, 2022. 10-K 001-40531 10.13 March 29, 2023 10.12 † SentinelOne Global Corporate Cash Bonus Plan as amended effective August 1, 2022. 10-Q 001-40531 10.3 June 1, 2023 10.13 † 2021 Equity Incentive Plan Global Notice of Restricted Stock Unit Award, as amended. 10-Q 001-40531 10.1 December 5, 2023 10.14 Office Lease, by and between SIC-Mountain Bay Plaza, LLC and SentinelOne, Inc. and Silicon Valley Bank dated as of June 9, 2020, as amended. S-1 333-256761 10.7 June 3, 2021 10.15 † 2021 Equity Incentive Plan Global Notice of Performance Stock Unit Award 10-K 001-40531 10.15 March 27, 2024 10.16 † # Letter Agreement by and between SentinelOne, Inc. and Narayanan ‘Vats’ Srivatsan, dated March 17, 2024. 10-Q 001-40531 10.1 May 30, 2024 10.17 † Offer Letter between Barbara Larson and SentinelOne, Inc. dated September 5, 2024 10-Q 001-40531 10.1 December 4, 2024 10.18 †# Separation and Release Agreement between David Bernhardt and SentinelOne, Inc., dated September 10, 2024 10-Q 001-40531 10.2 December 4, 2024 10. 19 † Form of Change of Control and Severance Agreement for Non-CEO Executive Officers 10-Q 001-40531 10.3 December 4, 2024 19.1 I nsider Trading Pol icy 21.1 List of Subsidiaries of SentinelOne, Inc. 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm. 24.1 Power of Attorney (included in signature pages hereto). 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. 97.1 SentinelOne, Inc. Compensation Recovery Policy 10-K 001-40531 97.1 March 27, 2024 125 Table of Contents 101.INS Inline XBRL Instance Document--the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). __________________ * The certifications furnished in Exhibits 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. † Indicates management contract or compensatory plan. # 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. ITEM 16. FORM 10-K SUMMARY None. 126 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Mountain View, California on the 26th day of March, 2025. SENTINELONE, INC. By: /s/ Tomer Weingarten Tomer Weingarten Chairman of the Board of Directors, President and Chief Executive Officer ( Principal Executive Officer) POWER OF ATTORNEY KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tomer Weingarten and 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. Signature Title Date /s/ Tomer Weingarten Chairman of the Board of Directors, President, and Chief Executive Officer (Principal Executive Officer) March 26, 2025 Tomer Weingarten /s/ Barbara Larson Chief Financial Officer (Principal Financial Officer) March 26, 2025 Barbara Larson /s/ Robin Tomasello Chief Accounting Officer (Principal Accounting Officer) March 26, 2025 Robin Tomasello /s/ Charlene T. Begley Director March 26, 2025 Charlene T. Begley /s/ Aaron Hughes Director March 26, 2025 Aaron Hughes /s/ Mark S. Peek Director March 26, 2025 Mark S. Peek /s/ Ana Pinczuk Director March 26, 2025 Ana Pinczuk Table of Contents /s/ Daniel Scheinman Director March 26, 2025 Daniel Scheinman /s/ Teddie Wardi Director March 26, 2025 Teddie Wardi