What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-19 compared with 2025-03-26 · 376 added, 272 removed, 879 unchanged (42% of the section changed)

34 unchanged sentences

To determine the amount and pattern of revenue recognition, management identifies and evaluates the relevant contractual terms in its customer contracts based on its accounting policy (collectively “contract terms and conditions”).

Given the significance of the proper identification and evaluation of contract terms and conditions to the amount and pattern of revenue recognition, performing audit procedures to evaluate whether management properly identified the relevant contract terms and conditions that impact the amount and pattern of revenue recognition required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

37 unchanged sentences

Deferred revenue, current 549,790 470,127

Other current liabilities 55,655 109,360

Accrued expenses and other current liabilities 117,260 55,655

Total current liabilities

18 unchanged sentences

Additional paid-in capital 3,513,017 3,294,542

Accumulated other comprehensive income (loss)

2,158 ( 1,550 )

Accumulated other comprehensive income 2,314 2,158

Accumulated deficit ( 2,078,220 ) ( 1,627,485 )

21 unchanged sentences

Loss from operations ( 321,309 ) ( 329,359 ) ( 378,416 )

Interest income 50,100 45,880 21,408

Interest expense ( 171 ) ( 1,216 ) ( 1,830 )

Interest income, net 42,698 49,929 44,664

Other income (expense), net

1 unchanged sentence

Loss before income taxes ( 279,711 ) ( 281,607 ) ( 332,834 )

Provision for (benefit from) income taxes

6,834 5,859 ( 5,613 )

Provision for income taxes 171,024 6,834 5,859

Net loss $ ( 450,735 ) $ ( 288,441 ) $ ( 338,693 )

10 unchanged sentences

Other comprehensive income (loss):

Changes in unrealized gains (losses) on investments

3,708 4,817 ( 6,821 )

Changes in unrealized gains on investments 156 3,708 4,817

Total comprehensive loss

11 unchanged sentences

Issuance of common stock under employee stock purchase plan 1,607,874 — 19,147 — — 19,147

Cancellation of holdback shares ( 9,551 ) — — — — —

Vesting of early exercised options — — 186 — — 186

Issuance of common stock in connection with acquisition 6,032,231 1 186,332 — — 186,333

Stock-based compensation — — 223,563 — — 223,563

Other comprehensive loss — — — ( 6,821 ) — ( 6,821 )

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

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

2 unchanged sentences

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

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

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

Vesting of early exercised options — — 186 — — 186

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

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

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

4 unchanged sentences

Issuance of common stock upon exercise of options 4,085,234 — 18,049 — — 18,049

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 11,956,991 1 — — — 1

Issuance of common stock under employee stock purchase plan 1,542,617 — 21,210 — — 21,210

Issuance of common stock and assumed options in connection with acquisitions 6,818,255 1 71,640 — — 71,641

Repurchase of common stock ( 12,205,252 ) — ( 200,012 ) — — ( 200,012 )

31 unchanged sentences

Accounts payable 1,620 1,405 ( 4,499 )

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

Accrued expenses and other liabilities

188,692 5,075 5,611

Accrued payroll and benefits

12 unchanged sentences

Purchases of investments ( 249,282 ) ( 804,498 ) ( 466,253 )

Sales and maturities of investments

Proceeds from sales, maturities and return of capital of investments

610,175 737,074 639,193

Cash paid for acquisitions, net of cash and restricted cash acquired

Cash paid for acquisitions, net of cash acquired

( 248,970 ) ( 123,837 ) ( 13,585 )

2 unchanged sentences

CASH FLOW FROM FINANCING ACTIVITIES:

Payments of deferred offering costs — — ( 186 )

Repurchases of common stock ( 200,012 ) — —

Repurchase of early exercised stock options

2 unchanged sentences

Proceeds from issuance of common stock under the employee stock purchase plan 21,210 22,500 19,147

Net cash provided by financing activities

Net cash (used in) provided by financing activities

( 160,753 ) 55,885 47,464

31 unchanged sentences

References to fiscal 2026, 2025 and 2024 refer to the fiscal years ended January 31, 2026, January 31, 2025 and January 31, 2024, 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

11 unchanged sentences

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.

Foreign currency transaction gains and losses, including those resulting from the remeasurement of monetary assets and liabilities denominated in a currency other than functional currency, notably the liability to the Israeli Tax Authority (ITA) related an Assessment Agreement (the Agreement), are recorded in other income (expense), net in the consolidated statements of operations.

To mitigate the volatility in earnings from these remeasurements, we enter into foreign currency forward contracts to economically hedge certain of these exposures.

These derivative instruments are not designated as hedging instruments for accounting purposes.

Accordingly, changes in the fair value of these contracts are recognized in other income (expense), net in the period of change to offset the transaction gains and losses of the underlying exposure.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In fiscal 2026 and 2025, we recorded $ 0.9 million and $ 1.2 million, respectively, in foreign currency transaction losses.

The amount for fiscal 2026 includes $ 0.8 million in losses from forward contracts initiated during the year to hedge our exposure, which partially offset the fluctuation in remeasurement of underlying liabilities.

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

Revenue Recognition

14 unchanged sentences

Some of our end customers are entitled to receive service level commitment credits, in which we may be contractually obligated to provide partial refunds, and in rare instances, each representing a form of variable consideration.

We have historically not experienced any significant incidents affecting the defined guarantees of performance levels or service response affecting the defined guarantees of performance levels or service response rates, and accordingly, estimated refunds related to service level commitment credits in the consolidated financial statements were not material during fiscal 2025, 2024 and 2023.

We have historically not experienced any significant incidents affecting the defined guarantees of performance levels or service response rates, and accordingly, estimated refunds related to service level commitment credits in the consolidated financial statements were not material during fiscal 2026, 2025 and 2024.

None of our contracts contain a significant financing component.

1 unchanged sentence

(iv) Allocation of the Transaction Price to the Performance Obligations in the Contract —If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on relative standalone selling price (SSP).

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

Contracts that contain multiple performance obligations require an allocation

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

may allocate the variable amount to each distinct service period within the series (i.e., direct allocation).

of the transaction price to each performance obligation based on relative standalone selling price (SSP).

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

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Premium support and maintenance and other Singularity Modules are distinct from subscriptions and are recognized ratably over the term as the performance obligations are satisfied.

We distribute certain products and services through a network of resellers and channel partners.

In certain arrangements, these resellers and partners are subject to contractual minimum purchase commitments over a specified term.

Revenue from these arrangements is recognized when the products or services are sold to a customer.

Certain arrangements include variable consideration related either to transaction volume or another usage-based measure.

11 unchanged sentences

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 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-

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.

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.

Research and development expenses also include consulting fees, software and subscription services, third-party cloud infrastructure expenses incurred in developing our platform and modules, and allocated facilities and IT overhead costs.

Advertising Expenses

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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.

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 and other attribute 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.

2 unchanged sentences

We recognize penalties and accrued interest related to unrecognized tax benefits as income tax expense in the consolidated statements of operations.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net Loss per Share Attributable to Common Stockholders

2 unchanged sentences

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

1 unchanged sentence

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.

treasury securities and commercial paper.

Restricted cash consists of collateral for foreign currency forward contracts, 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.

18 unchanged sentences

Strategic Investments

Our strategic investments consist of non-marketable equity and debt investments in privately held companies.

Our strategic investments consist of non-marketable equity investments in privately held companies.

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.

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.

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

Strategic investments are included within long-term investments on our consolidated balance sheets and adjustments

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to their carrying amounts are recorded in other income (expense), net in the consolidated statements of operations.

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

Fair Value of Financial Instruments

12 unchanged sentences

Channel partner C

* Less than 10%

There were no end customers that represented 10% or more of accounts receivable as of January 31, 2026 or 2025.

11 unchanged sentences

The allowance for doubtful accounts balance was $ 0.2 million and $ 0.3 million as of January 31, 2026 and 2025, respectively.

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

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

costs on the consolidated balance sheets.

Deferred Contract Acquisition Costs

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.

24 unchanged sentences

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the asset group.

In fiscal 2024, we recorded a $ 2.4 million impairment loss related to our excess facilities.

No impairment loss was recorded during fiscal 2025 and 2023.

We recorded impairment losses related to excess facilities of $ 2.2 million and $ 2.4 million during fiscal 2026 and 2024, respectively.

No impairment losses were recognized during fiscal 2025.

Goodwill is not amortized but tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may exist.

The impairment test consists of a qualitative assessment to determine if the quantitative assessment is required.

Goodwill impairment is recognized when the quantitative assessment results in the carrying value of the reporting unit exceeding its fair value, net of related income tax effect, in which case an impairment charge is recorded to goodwill to the extent the carrying value exceeds the fair value, limited to the amount of goodwill.

We did not recognize any impairment of goodwill during fiscal 2025, 2024 and 2023.

Goodwill impairment is recognized when the quantitative assessment results in the carrying value of the reporting unit exceeding its fair value, net of related

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

income tax effect, in which case an impairment charge is recorded to goodwill to the extent the carrying value exceeds the fair value, limited to the amount of goodwill.

We did not recognize any impairment of goodwill during fiscal 2026, 2025 and 2024.

Business Combinations

21 unchanged sentences

Recently Issued Accounting Pronouncement s Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance.

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.

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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

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

Additionally, in January 2025, the FASB further issued ASU 2025-01 to clarify the effective date of ASU 2024-03.

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

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.

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.

The amendments may 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.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Subtopic 326-20):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This ASU provides a practical expedient for all entities when estimating expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

The ASU is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This ASU is intended to simplify the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

The ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the provisions of this ASU.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

This ASU provides targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice.

The amendments do not change the underlying principles of interim reporting.

The ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the provisions of this ASU.

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements .

This ASU addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S.

The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

The ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

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.

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 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.

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

We adopted ASU 2023-09 during the year ended January 31, 2026.

For further information, refer to Note 10, Income Taxes.

REVENUE AND CONTRACT BALANCES

3 unchanged sentences

$ 610,006 61 % $ 519,928 63 % $ 397,885 64 %

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

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

International

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

391,272 39 301,533 37 223,269 36

$ 1,001,278 100 % $ 821,461 100 % $ 621,154 100 %

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

No single country other than the U.S.

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The deferred revenue balance was $ 633.1 million and $ 572.1 million as of January 31, 2026 and 2025, respectively.

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

We recognized revenue of $ 478.1 million, $ 402.2 million and $ 305.7 million for fiscal 2026, 2025 and 2024, respectively, that was included in the corresponding contract liability balance at the beginning of the respective period.

Remaining Performance Obligations

3 unchanged sentences

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, 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.

As of January 31, 2026, our remaining performance obligations were $ 1.4 billion, of which we expect to recognize 86 % as revenue over the next 24 months following January 31, 2026, with the remainder to be recognized thereafter.

Deferred contract acquisition costs were $ 160.6 million and $ 150.1 million as of January 31, 2026 and 2025, respectively.

Amortization expense of contract costs was $ 78.1 million, $ 66.6 million, and $ 48.7 million for fiscal 2026, 2025 and 2024, respectively.

2 unchanged sentences

Fiscal 2026 Acquisitions

On September 22, 2025, we completed the acquisition of Observo, Inc.

(Observo), a provider of AI-ready data pipeline technology, to complement our existing product offerings and expand our data business portfolio.

We acquired 100 % of the shares of Observo for total consideration of approximately $ 130.2 million in cash and 5,263,156 shares of our Class A common stock.

On September 5, 2025, we completed the acquisition of Prompt Security, Inc.

(Prompt), a provider of security solutions focused on the generative and agentic artificial intelligence (AI) security space, to enhance our overall product offerings.

We acquired 100 % of the shares of Prompt for a total consideration of approximately $ 133.6 million in cash, 1,555,099 shares of our Class A common stock, and 415,109 assumed options.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Preliminary Purchase Price Allocation and Acquisition Accounting

The acquisitions completed during fiscal 2026 were accounted for as business combinations, and the purchase prices were allocated to the assets acquired and liabilities assumed based on their respective fair values as of the acquisition dates, inclusive of measurement period adjustments recorded during the period, as presented below (in thousands).

The purchase price allocations are preliminary and subject to change as we complete the valuation of certain assets acquired and liabilities assumed.

Consideration:

Cash $ 130,197 $ 133,614 $ 263,811

53,590 17,196 70,786

Assumed options — 854 854

Holdback subject to indemnification claims 1,458 8,559 10,017

Fair value of total consideration transferred $ 185,245 $ 160,223 $ 345,468

Goodwill $ 151,763 $ 131,271 $ 283,034

Intangible assets 33,500 21,600 55,100

Net assets (liabilities) assumed

( 18 ) 7,352 7,334

Total identifiable net assets and liabilities $ 185,245 $ 160,223 $ 345,468

Goodwill is primarily attributable to the assembled workforce and anticipated synergies arising from the integration.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the preliminary details of the identified intangible assets acquired (in thousands, except years):

Fair Value Useful Life Amortization classification

(in thousands) (in years)

Developed technology $ 30,000 5 Cost of revenue

Customer relationships

3,500 9 Sales and marketing

Total Observo intangible assets acquired

Developed technology $ 20,000 2 Cost of revenue

Customer relationships

1,600 2 Sales and marketing

Total Prompt intangible assets acquired

Total intangible assets acquired

We incurred $ 1.9 million and $ 2.7 million of transaction expenses related to Observo and Prompt acquisitions, respectively, during fiscal 2026.

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

The pro forma impact of the Observo and Prompt acquisitions during fiscal 2026 was not material to our historical consolidated operating results and is therefore not presented, except for the recognition of stock-based compensation expense of $ 9.8 million and $ 3.3 million, respectively .

For further details, refer to Note 8, Stockholders’ Equity.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal 2025 Acquisitions

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

8 unchanged sentences

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.

For further details refer to Note 8, Stockholders’ Equity.

SENTINELONE, INC.

22 unchanged sentences

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:

The 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

3 unchanged sentences

Total intangible assets acquired $ 11,300

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We incurred $ 2.1 million of transaction expenses related to the PingSafe acquisitions.

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

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

1 unchanged sentence

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.

1 unchanged sentence

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.

We incurred $ 0.6 million of transaction expenses related to the Stride acquisitions.

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

4 unchanged sentences

The goodwill in this transaction is primarily attributable to expected operational synergies and the assembled workforce.

The goodwill is expected to be deductible for tax purposes.

Intangible assets consist of customer relationships, which will be amortized to sales and marketing expense on a straight-line basis over the estimated useful life of four years .

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.

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.

In connection with the KSG 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 8, Stockholders’ Equity.

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.

(Attivo), an identity security and lateral movement protection company (the Attivo acquisition).

Attivo expands our coverage of critical attack surfaces.

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

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 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.

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

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

The following table presents the allocation of purchase consideration recorded on our consolidated balance sheet as of the acquisition date (in thousands):

Consideration:

Cash $ 348,917

Common Stock ( 6,032,231 shares) (1)

Fair value of total consideration transferred $ 534,802

Cash and cash equivalents $ 8,836

Accounts receivable 4,867

Prepaid expense and other current assets 3,880

Operating lease right-of-use assets 260

Intangible assets 151,900

Accrued liabilities ( 4,270 )

Accrued payroll and benefits ( 1,113 )

Operating lease liabilities ( 259 )

Deferred revenue ( 51,746 )

Other liabilities ( 2,357 )

Deferred tax liability ( 7,310 )

Total identifiable net assets 102,688

Goodwill 432,114

Total purchase consideration $ 534,802

(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.

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 Attivo acquisition that will enhance the value of our product for both new and existing customers and strengthen our competitive position.

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 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):

Year Ended January 31,

Revenue $ 429,683

Net loss $ ( 393,773 )

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.

Additional Acquisition-Related Information

The goodwill acquired from acquisitions in fiscal 2026 and 2025 is not tax deductible in local jurisdictions, whereas the goodwill from fiscal 2024 is expected to be deductible for tax purposes.

The results of operations of the acquired businesses have been included in the consolidated financial statements from the date of each acquisition and would not have had a material impact on our consolidated results of operations if the acquisitions had occurred as of the beginning of the fiscal year prior to the fiscal year of the acquisitions.

FAIR VALUE MEASUREMENTS

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Assets and liabilities whose values are based on observable inputs such as quoted (unadjusted) prices in active markets for identical assets or liabilities.

Assets and liabilities whose values are based on inputs from quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability.

Assets and liabilities whose values are based on unobservable inputs that are supported by little or no market activity and that are significant to the overall fair value measurement.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets and liabilities whose values are based on unobservable inputs that are supported by little or no market activity and that are significant to the overall fair value measurement.

The following table summarizes information about our cash, cash equivalents, and investments by investment category for the periods presented (in thousands):

As of January 31, 2026

Fair Value Level Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value

Fair Value Level

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Estimated Fair Value

Cash and cash equivalents:

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Money market funds Level 1 44,754 — — 44,754

Treasury securities

9,969 3 — 9,972

Commercial paper

Level 2 19,914 — ( 2 ) 19,912

Total cash and cash equivalents $ 169,627 $ — $ — $ 169,627

1 unchanged sentence

Treasury securities Level 1 $ 271,254 $ 786 $ — $ 272,040

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

Corporate notes and bonds Level 2 177,892 610 — 178,502

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Corporate notes and bonds Level 2 58,473 238 — 58,711

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

Total long-term investments $ 104,227 $ 465 $ — $ 104,692

3 unchanged sentences

As of January 31, 2025

Fair Value Level Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value

Fair Value Level

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Estimated Fair Value

Cash and cash equivalents:

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

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

Treasury securities Level 1 9,969 3 — 9,972

Commercial paper Level 2 19,914 — ( 2 ) 19,912

Total cash and cash equivalents $ 186,573 $ 3 $ ( 2 ) $ 186,574

1 unchanged sentence

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

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During fiscal 2026, 2025 and 2024, 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 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.

As of January 31, 2026, there were no securities in continuous unrealized loss positions for more than twelve months.

The tables above do not include our strategic investments in non-marketable 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 $ 36.2 million and $ 23.2 million as of January 31, 2026 and 2025, respectively.

During fiscal 2026 and 2024, we incurred impairment charges on our non-marketable strategic investments of $ 1.0 million and $ 0.8 million.

During fiscal 2025, we incurred no impairment charges on our non-marketable strategic investments.

During fiscal 2026, 2025 and 2024, we recognized realized gains of $ 1.3 million, $ 0.3 million and $ 3.5 million respectively, on our non-marketable strategic investments.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Derivative Financial Instruments

To mitigate our exposure to foreign currency fluctuations resulting from a recognized income tax liability denominated in the Israeli New Shekel (ILS), we enter into foreign currency forward contracts.

As of January 31, 2026, the notional value of outstanding forward contracts was $ 154.4 million.

The following table summarizes the fair value of our derivative instruments on the consolidated balance sheets (in thousands):

Classification Fair Value Level As of January 31,

Derivative Liabilities:

Foreign currency forward contracts not designated as hedging instruments Accrued expenses and other current liabilities Level 2 $ 574 $ —

Changes in the fair value of these derivative instruments are recognized in other income (expense), net on the consolidated statements of operations.

These gains or losses are intended to economically offset the foreign currency transaction gains or losses generated by the remeasurement of the underlying ILS-denominated liability.

For fiscal 2026, we recorded $ 0.8 million in losses specifically related to our foreign currency forward contracts.

Cash flows from these contracts are classified within net cash provided by (used in) operating activities in the consolidated statements of cash flows.

SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Property and equipment, net

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Depreciation and amortization expense related to property and equipment was $ 22.0 million, $ 15.2 million and $ 10.0 million for fiscal 2026, 2025 and 2024, respectively, including amortization expense related to capitalized internal-use software of $ 19.2 million, $ 12.3 million and $ 7.1 million for fiscal 2026, 2025 and 2024, respectively.

INTANGIBLE ASSETS

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets, net

Intangible assets, net as of January 31, 2026 and 2025 consisted of the following (in thousands):

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Amortization expense of intangible assets was $ 32.9 million, $ 27.6 million, and $ 28.9 million for fiscal 2026, 2025, and 2024, respectively.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31, 2026, estimated future amortization expense is as follows (in thousands):

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Total $ 129,293

We have entered into real estate operating lease agreements with various expiration dates through 2029, some of which include options to extend the leases for up to seven years , and some of which include options to terminate the leases.

Our lease terms include options to extend the lease if they are reasonably certain of being exercised.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued expenses and other current liabilities

As of January 31,

Income tax liabilities related to intellectual property alignment, current (1)

Accrued expenses 29,701 19,358

Acquisition-related holdback payments 10,017 4,195

Deferred vendor credits 8,640 12,211

Customer payments in advance 8,217 3,852

Operating lease liabilities, current 5,894 5,278

Other current liabilities 13,913 10,761

Total accrued expenses and other current liabilities $ 117,260 $ 55,655

Other liabilities

Other liabilities consisted of the following (in thousands):

As of January 31,

Income tax liabilities related to intellectual property alignment, non-current (1)

$ 143,956 $ —

Operating lease liabilities, non-current 9,107 13,787

Deferred tax liabilities 4,142 4,960

Other long-term liabilities 4,120 3,061

Total other liabilities $ 161,325 $ 21,808

(1) Refer to Note 10, Income Taxes for the discussion of the Assessment Agreement with the ITA regarding the alignment of intellectual property and related transfer pricing matters.

We have entered into real estate operating lease agreements with various expiration dates through fiscal 2030, some of which include options to extend the leases for up to three years , and some of which include options to terminate the leases.

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

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):

The following tables provide supplemental lease information, including supplemental balance sheet information as of January 31, 2026 and 2025, supplemental cash flow information for fiscal 2026, 2025, and 2024 as well as the weighted-average remaining lease term and weighted-average discount rate as of January 31, 2026 and 2025 (in thousands, except lease term and discount rate):

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31,

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Operating lease ROU assets – non-current Other assets $ 10,145 $ 15,486

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

Operating lease liabilities – current Accrued expenses and other current liabilities

$ 5,894 $ 5,278

Operating lease liabilities – non-current Other liabilities 9,107 13,787

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Weighted-average discount rate 4.2 % 4.3 %

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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Present value of operating lease liabilities $ 15,001

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

STOCKHOLDERS’ EQUITY

We have two classes of common stock:

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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, 2026 and 2025 were as follows:

5 unchanged sentences

Total shares of common stock reserved 96,381,742 94,035,512

STOCK-BASED COMPENSATION

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation Expense

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Year Ended January 31,

2026 2025 2024

Cost of revenue

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Restructuring

Total $ 267,531 $ 216,870

2021 Equity Incentive 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.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

9 unchanged sentences

As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested RSUs of $ 544.7 million that is expected to be recognized on a straight-line basis over a weighted-average period of 2.8 years.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Performance Stock Units

During fiscal 2025, we granted 256,674 PSUs to certain executives subject to predetermined service-based and performance-based vesting conditions.

Executive Performance Stock Units

During fiscal 2026 and 2025, we granted 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 2026, we have recorded $ 6.6 million of stock-based compensation expense related to these PSUs.

During fiscal 2024, we granted PSUs at target to certain executives subject to service-based and performance-based vesting conditions.

The financial performance metrics were not achieved and were canceled 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.

Acquisition-related Performance Stock Units

In connection with the acquisition of Observo, we granted PSUs subject to service-based and performance-based vesting conditions.

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

During fiscal 2026, we have recorded $ 1.3 million of stock-based compensation expense related to these PSUs.

During fiscal 2026, in connection with the post-acquisition integration of Prompt and Observo, we granted PSUs to an executive subject to performance-based vesting conditions tied to the annual recurring revenue (ARR) of the acquired business.

These PSUs may vest from 0 % to 200 % of the target number of shares based on the achievement of specific ARR milestones, subject to the executive's continued service through the performance period.

During fiscal 2026, we have recorded $ 0.5 million of stock-based compensation expense related to these awards.

In November 2023, we granted PSUs subject to service-based and performance-based vesting conditions to retain the services of certain former KSG employees (such PSUs, the Original PSUs).

During fiscal 2025, we canceled the Original PSUs.

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

During fiscal 2026 and 2025, we recognized $ 1.9 million and $ 1.0 million, respectively, in expense for the RSUs.

As of January 31, 2026, all compensation expense related to these awards has been recognized.

A summary of our PSU activity is as follows:

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Released ( 224,323 ) 22.26

Forfeited or cancelled ( 1,342,704 ) 16.04

Forfeited or canceled ( 402,456 ) 17.26

Outstanding as of January 31, 2026

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As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested PSUs of $ 10.5 million that is expected to be recognized on a straight-line basis over a weighted-average period of 0.9 years.

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.

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 (such PSUs, the Original PSUs).

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.

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13,164,743 $ 6.31 5.02 $ 232,240

Assumed options from PingSafe acquisition

Assumed options from Prompt acquisition

Exercised ( 4,085,234 ) 4.42

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7,580,479 $ 6.66 4.59 $ 56,053,935

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

There were no options granted during fiscal 2026, 2025 or 2024, except for options assumed in connection with the acquisitions.

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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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.

During fiscal 2025, our former Chief Financial Officer's employment was terminated, resulting in the forfeiture of certain milestone options.

As of January 31, 2026, the market capitalization target has not yet been achieved, and therefore, these milestone options remain unvested.

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As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested milestone options of $ 1.9 million, that is expected to be recognized over the remaining implied service period of 0.6 years.

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

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.

Restricted Common Stock

Restricted common stock is included in issued and outstanding shares as they are legally issued and outstanding, but are not deemed outstanding for accounting purposes until the shares vest.

A summary of our restricted common stock activity is as follows:

Number of Shares

Weighted-Average Grant Date Fair Value

Outstanding as of January 31, 2025

1,497,212 $ 27.49

Granted 3,108,988 19.10

( 1,122,065 ) 25.65

Outstanding as of January 31, 2026

3,484,135 $ 20.60

As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested restricted common stock of $ 65.7 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.26 years.

Employee Stock Purchase Plan (ESPP)

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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).

During fiscal 2026, 2025 and 2024, certain members of our management team converted to non-employee consultants or to positions that no longer provide substantive service to us (Management Transitions).

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.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During fiscal 2026, 2025 and 2024, we recognized incremental and accelerated charges of $ 3.8 million, $ 9.7 million and $ 6.2 million, respectively, related to the Management Transitions.

Share Repurchase Program

In May 2025, our board of directors authorized the 2025 Share Repurchase Program, under which we may purchase up to $ 200.0 million of our outstanding shares of Class A common stock.

We may repurchase shares of Class A common stock from time to time through open market purchases, in privately negotiated transaction or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions.

The timing and total amount of stock repurchases will be at the discretion of management and will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.

The 2025 Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time, and does not obligate us to acquire any amount of Class A common stock.

We expect to retire any repurchased shares of Class A common stock.

During fiscal 2026, we repurchased 12.2 million of shares of our Class A common stock under the 2025 Share Repurchase Program for an aggregate purchase price of $ 200.0 million, including transaction costs, at an average price of $ 16.39 per share, respectively.

The total price of the shares repurchased and related transaction costs are reflected as a reduction to common stock and additional paid-in capital on our consolidated balance sheets.

As of January 31, 2026, the 2025 Share Repurchase Program was fully utilized, with no further amounts available for future share repurchases.

RESTRUCTURING

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, 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

During fiscal 2026 and 2024, we initiated restructuring plans in June 2023, March 2025, and July 2025.

These Plans resulted from reviews of strategic priorities, resource allocation, and cost reduction efforts intended to reduce operating costs, improve operating margins, and continue advancing our commitment to profitable growth.

In July 2025, we initiated a subsequent restructuring plan (July 2025 Plan).

During fiscal 2026, we incurred restructuring charges of $ 7.1 million, which included $ 3.9 million related to contract terminations and $ 3.7 million for severance payments and employee benefits, partially offset by $ 0.5 million in savings related to the reversal of stock-based compensation expense.

These costs were substantially paid as of January 31, 2026, and the actions associated with the July 2025 Plan were substantially completed as of that date.

In March 2025, we executed a restructuring plan (March 2025 Plan) and incurred approximately $ 5.2 million in charges for fiscal 2026.

These charges primarily consists of $ 3.0 million in charges related to severance payments and employee benefits and $ 2.2 million of asset impairment charges related to facilities.

These costs were substantially paid as of January 31, 2026, and the actions associated with the March 2025 Plan were completed as of July 31, 2025.

In June 2023, we initiated a restructuring plan (June 2023 Plan) and incurred approximately $ 7.4 million in total charges during fiscal 2024.

These charges consisted 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 restructuring operating expenses in our consolidated financial statements of operations.

These costs were paid as of January 31, 2025, and the actions associated with the Plan were completed as of that date.

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 were substantially completed as of the end of fiscal 2025.

Our loss before provision for income taxes for fiscal 2026, 2025 and 2024 consisted of the following (in thousands) :

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2026 2025 2024

Federal $ — $ — $ —

State 225 178 150

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Total provision for income taxes $ 171,024 $ 6,834 $ 5,859

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):

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Upon adoption of ASU 2023-09, as described in Note 2, Summary of Significant Accounting Policies, the reconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended January 31, 2026 was as follows (in thousands, except for percentages):

Year Ended January 31,

2025 2024 2023

Benefit from income taxes at U.S.

federal statutory rate $

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

Domestic state and local income taxes, net of federal effect (1)

ITA tax settlement (2)

Reversal of deferred tax liability from acquired intangibles ( 4,968 )

Change in valuation allowance ( 19,167 )

Reversals of net operating losses in connection with ITA Agreement 15,059

Other ( 587 )

Other foreign jurisdictions 344

Cross-border tax laws

Foreign branches subject to U.S.

Foreign tax deduction ( 36,987 )

Research and development credits ( 3,223 )

Change in valuation allowance 65,998 ( 23.6 ) %

Nontaxable and nondeductible items, net

Stock-based compensation 23,091 ( 8.3 ) %

Intercompany intellectual property sale 4,536 ( 1.6 ) %

Other 1,346 ( 0.5 ) %

Change in unrecognized tax benefits 806 ( 0.3 ) %

Other adjustments 168 ( 0.1 ) %

Total $ 171,024 ( 61.1 ) %

(1) State taxes in Texas made up the majority (greater than 50 percent) of the tax effect in this category.

(2) Tax settlement with the ITA regarding the Assessment Agreement related to transfer pricing between the U.S.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended January 31, 2025 and 2024 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows (in thousands):

Year Ended January 31,

Benefit from income taxes at U.S.

federal statutory rate

State taxes, net of federal benefit 178

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Change in valuation allowance 30,584 40,525

Other 89 394 924

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

Significant components of our net deferred tax assets and liabilities as of January 31, 2026 and 2025 consisted of the following (in thousands):

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31,

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Stock-based compensation 20,032 17,388

Property and equipment 58 —

Other 16,016 11,495

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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.

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.

deferred tax assets.

In connection with the Agreement, further discussed below, we also released our Israel valuation allowance.

As of January 31, 2026 and 2025, we had a valuation allowance of $ 437.0 million and $ 382.0 million, respectively, against our deferred tax assets.

During fiscal 2026 and 2025, total valuation allowance increased by $ 55.1 million and $ 41.0 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.

We also had foreign net operating loss carryforwards of $ 93.3 million, which do not expire.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31, 2026, we had federal net operating loss carryforwards of $ 978.0 million, a portion of which will begin to expire in 2031, and state net operating loss carryforwards of $ 477.9 million, which will begin to expire in 2027.

We had immaterial foreign net operating loss carryforwards.

In addition, we had federal research and development credit carryforwards of $ 13.1 million, which will begin to expire in 2037, and state research and development credit carryforwards of $ 5.4 million, which do not expire.

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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.

We are currently under examination by the Israel Tax Authorities for the 2017 through 2021 tax years.

Our tax years generally remain open and subject to examination by federal, state, or foreign tax authorities, with the exception of Israel which was settled through fiscal 2025 per our Agreement with the ITA.

We are currently under examination by the Indian Tax Authorities for the 2022 through 2024 tax years.

We are not currently under audit in any other tax jurisdictions.

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

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31,

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Balance at end of year $ 5,405 $ 4,000 $ 2,197

Upon adoption of ASU 2023-09, as described in Note 2, Summary of Significant Accounting Policies, cash paid for income taxes, net of refunds, during the year ended January 31, 2026 was as follows (in thousands):

As of January 31,

State and Local 147

Singapore 896

Australia 477

Netherlands 421

Other foreign jurisdictions 82

Total $ 5,647

We recognize interests and penalties related to income tax matters as a component of income tax expense.

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

During fiscal 2026, we recorded $ 0.9 million of interest expense related to the Agreement and no penalties were recorded.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2026, 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.

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (OBBBA), which restores the immediate expensing of domestic research and experimental (R&E) expenditures and contains other provisions impacting U.S.

The OBBBA does not have a material effect on our consolidated financial statements.

On January 8, 2026, we entered into an Assessment Agreement with the ITA covering various transfer pricing matters for intercompany transactions between us and our Israeli subsidiary, including the valuation and taxation of the intergroup utilization of our Israeli subsidiary’s intellectual property.

The Agreement covers our fiscal years ended January 31, 2021 through January 31, 2025, and fully and finally resolves all related Israeli disputed income tax matters between us, our affiliates, and the ITA.

This settlement with the ITA includes certain principles established in the bilateral Advanced Pricing Agreement (APA) process between us, the Internal Revenue Service and the ITA, through which we have been negotiating since fiscal year 2022, and provides a final tax determination on this matter for Israeli tax purposes.

We recorded $ 180.0 million related to this matter with the ITA during fiscal 2026.

During the three months ended April 30, 2025, in the context of the APA negotiations, we discussed a framework for a final settlement and resolution of this matter with the ITA.

As a result of such discussions, we reassessed our uncertain tax position in respect of the APA matter, and based on this reassessment, incurred a tax expense of $ 136.0 million in the three months ended April 30, 2025.

In connection with the Agreement, which represents a full and final resolution of this matter and all issues relating to the valuation of our Israeli subsidiary’s intellectual property, we have recorded an additional $ 14.0 million tax expense in the three months ending January 31, 2026.

In regard to our acquisition in September 2025 of Prompt and its wholly owned Israeli subsidiary, we recorded an additional $ 30.0 million tax expense for the fiscal year ending January 31, 2026, as the Agreement also provides for the tax impact of the alignment of Prompt’s intellectual property into our structure and fully resolves any and all issues relating to the valuation of Prompt’s intellectual property.

Additionally, we accrued $ 0.9 million for interest related to the ITA liability arising from the Agreement during the three months ending January 31, 2026 which is reflected in income tax expense, consistent with our policy election discussed above.

The Agreement provides for installment payments through our fiscal year 2031, with unpaid balances accruing interest at 7.0 % per annum.

We have the option to extend the payment schedule for up to two additional years.

The scheduled payments are fixed in Israel New Shekel and have been converted to the following U.S.

dollar amounts based on the spot rate as of the period end.

Payment Timing Amount (ILS, in millions) Amount (USD, in millions)*

First Quarter ending April 30, 2026 ILS 95.3 $ 30.7

Fourth Quarter ending January 31, 2027 31.8 10.2

Fourth Quarter ending January 31, 2028 47.6 15.3

Fourth Quarter ending January 31, 2029 63.5 20.4

Fourth Quarter ending January 31, 2030 63.5 20.4

Fourth Quarter ending January 31, 2031 (Final Payment)** 428.8 138.0

Total ILS 730.5 $ 235.0

dollar equivalent amounts indicated above are based upon the spot rate as of the period end.

** Final payment is inclusive of accrued interest and includes an option to extend until fiscal 2033.

If the extension is exercised, the final payment in the fourth quarter of fiscal 2033 would be 491.1 million Israeli New Shekels ($ 158.1 million).

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the event of a change in control, 792.7 million Israel New Shekel, or $ 255.1 million, less cumulative payments made, which represents all unpaid amounts, plus interest that would have accrued through the end of the seventh year, would accelerate in accordance with the terms of the Agreement.

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

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

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Total 47,972,082 43,199,275

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GEOGRAPHIC INFORMATION

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As of January 31,

$ 65,980 $ 40,067

Israel 15,823 21,806

Rest of world

Total $ 87,260 $ 67,291

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

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

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4:23-cv-02786.

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 suit is brought on behalf of an alleged class of stockholders who purchased or acquired shares of our Class A common stock between June 1, 2022 and June 1, 2023.

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).

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Securities Litigation Case No.

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

4:23-cv-02786 (Securities Litigation) and appointing a lead plaintiff.

Defendants filed a motion to dismiss the consolidated complaint.

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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.

On October 2, 2025, the District Court granted defendants’ motion, dismissing the action with prejudice and entered judgment in favor of defendants.

On October 28, 2025, plaintiff filed a notice of appeal to the Ninth Circuit Court of Appeals.

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

In September 2023, Fortis Advisors LLC (Fortis), in its capacity as the representative for the stockholders of Attivo, filed an action against the Company in Delaware Chancery Court asserting claims arising out of the Attivo Acquisition.

The case is captioned Fortis Advisors LLC v.

SentinelOne, Inc., Case No.

2023-0946-VLM.

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.

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

SENTINELONE, INC.

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 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.

Warranties and Indemnification

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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.

We have not incurred any material costs related to such obligations and had no material accruals related to such obligations in the consolidated financial statements as of January 31, 2026 and 2025.

SENTINELONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In addition, we also indemnify certain of our directors and executive officers against certain liabilities that may arise while they are serving in good faith in their company capacities.

We maintain director and officer liability insurance coverage that would generally enable us to recover a portion of any future amounts paid.

Other Contingencies

On January 8, 2026, we entered into the Agreement with the ITA that fully and finally resolves all disputed income tax matters regarding transfer pricing and the intergroup utilization of intellectual property for fiscal years 2021 through 2025.

For additional information regarding the terms of this Agreement and the related tax impact, see Note 10, Income Taxes.

EMPLOYEE BENEFIT PLAN

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What changed 10-K

Item 8. Financial Statements and Supplementary Data