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Get filing alertsCrowdStrike grants President 100K performance stock units tied to 3-year S&P 500 ranking
Filed April 21, 2026 · Period ending April 16, 2026 · ~1 min read
Key Changes
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President Michael Sentonas received PSUs with 100K target shares, paying 0-200K shares based on CrowdStrike's stock performance vs S&P 500 through Dec 2028. Zero payout if below 25th percentile, 200K shares if 90th percentile or above.
Item 5.02 verify on EDGAR → -
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Company disclosed revenue grew from $3.06B ($4.81 billion, FY2024) to $4.81B ($3.44 billion, FY2026) and ARR from $3.44B to $5.25B, with stated goal of expected to reach $20B ARR. Stock returned 300% over three years, ranking 95th percentile in S&P 500.
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Earned PSUs require additional year of service vesting through Dec 2029 (25% quarterly), creating four-year total retention period. Executive must remain employed to receive full award value.
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Filing disclosed four recent acquisitions (Pangea, Onum, SGNL, Seraphic Security) expanding platform into AI app security, network intelligence, identity/access control, and browser security.
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If CrowdStrike is acquired before 2028, TSR measured at transaction price with earned PSUs converting to deal consideration but remaining subject to service vesting unless executive terminated without cause.
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Summary
CrowdStrike disclosed a major retention award for President Michael Sentonas, granting performance stock units that could deliver up to 200,000 shares if the company's stock outperforms 90% of the S&P 500 over the next three years. The award structure directly ties executive pay to shareholder returns, with zero payout if CrowdStrike underperforms.
The filing also revealed strong recent growth metrics: revenue jumped 57% from fiscal 2024 to 2026, and the stock has returned 300% over three years, placing it in the 95th percentile of S&P 500 companies. For retail investors, this signals management confidence in continued outperformance and locks in a key executive through late 2029.
The disclosure of four recent acquisitions expanding into AI security and identity management suggests an aggressive platform expansion strategy. Watch whether CrowdStrike maintains its growth trajectory—the executive's payout depends on beating most of the S&P 500, setting a high bar that aligns his interests with yours. If growth slows or competition intensifies, this ambitious target could result in zero payout, potentially creating retention risk.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Award is composed of PSUs that may be earned based on the Company’s total stockholder return (“TSR”) relative to the TSR of the companies comprising the S&P 500 Index over a three-year performance period beginning on December 22, 2025 and ending on December 22, 2028 (the “Performance Period”). The award is structured with a target of 100,000 PSUs, with the actual number of PSUs which may be earned ranging from 50% (assuming threshold achievement) to 200% of the target number of PSUs subject to the award, based on the Company’s TSR percentile ranking during the Performance Period
CrowdStrike granted President Michael Sentonas a performance stock unit award with a target of 100,000 PSUs. The actual payout ranges from 0% to 200% of target based on the company's total stockholder return percentile ranking versus the S&P 500 over three years (December 2025 to December 2028). At maximum performance (90th percentile or above), he receives 200,000 PSUs; at threshold (25th percentile), 50,000 PSUs; below 25th percentile, zero. This ties executive compensation directly to relative stock performance.
Added in current filing · verify on EDGAR →
In the event of a “change in control” (as defined in the Plan) that occurs prior to the end of the Performance Period, the Company’s TSR performance and applicable percentile ranking will be determined as of the date of such change in control. For this purpose, the Company’s TSR will be measured based on the price per share of the Company’s common stock (plus the value of any other consideration received by the Company’s stockholders) in the transaction
If CrowdStrike is acquired before the performance period ends, TSR performance is measured at the acquisition date using the transaction price. Earned PSUs convert to the same consideration shareholders receive (cash, stock, or combination) but remain subject to service vesting through December 2029 unless the executive is terminated without cause or for good reason within the change-in-control window, in which case they vest immediately.
Added in current filing · verify on EDGAR →
CrowdStrike’s most recent acquisitions of Pangea, Onum, SGNL, and Seraphic Security collectively extend the Falcon platform into AI application security, network data intelligence, dynamic identity and access control, and browser security, each addressing a distinct and growing market opportunity.
The filing discloses four recent acquisitions (Pangea, Onum, SGNL, and Seraphic Security) that expand CrowdStrike's platform into AI application security, network data intelligence, identity/access control, and browser security. These acquisitions are attributed to the executive receiving the PSU award as part of the company's platform expansion strategy.
Event · Item 9.01 — Financial Statements and Exhibits
CrowdStrike granted performance units to Michael Sentonas under its 2019 equity plan on April 16, 2026.
Added in current filing · verify on EDGAR →
Performance Unit Agreement with Michael Sentonas, dated April 16, 2026, under the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan
CrowdStrike entered into a performance unit agreement with Michael Sentonas on April 16, 2026, under the company's existing 2019 Equity Incentive Plan. Performance units are equity-based compensation that vest based on achievement of specified performance metrics. The specific terms, vesting schedule, and performance targets are contained in the attached exhibit.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify