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Get filing alertsSentinelOne prices $1.25B 0% convertible notes due 2031, uses $150M to repurchase shares
Filed October 16, 2026 · Period ending October 13, 2026 · ~1 min read
Key Changes
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SentinelOne priced $1.25 billion of 0.00% convertible senior notes due 2031 in a private placement to qualified institutional buyers.
Item 1.01 verify on EDGAR → -
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Notes convert at 32.0379 shares per $1,000 principal, implying a conversion price of about $31.21 per share, a 30% premium to the $24.01 closing price on October 13, 2026.
Item 1.01 verify on EDGAR → -
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Capped call transactions with a cap price of $48.02 per share (100% premium) are expected to reduce dilution from note conversions.
Item 1.01 verify on EDGAR → -
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The company used about $150 million of proceeds to repurchase approximately 6.2 million shares at $24.01 per share.
Item 8.01 verify on EDGAR → -
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Notes are initially convertible into about 46.1 million shares, with a maximum of about 59.9 million shares in limited circumstances.
Item 3.02 verify on EDGAR →
Summary
SentinelOne completed a $1.25 billion convertible notes offering with a 0% coupon, maturing in 2031. The notes convert at a 30% premium to the recent share price, and the company entered capped call transactions to limit dilution up to $48.02 per share. About $150 million of proceeds were used to repurchase shares from note purchasers at $24.01 each, offsetting some of the potential dilution.
The offering provides low-cost capital while the capped calls and concurrent buyback mitigate shareholder dilution. The notes cannot be redeemed before October 2029, and holders have a fundamental change repurchase right. The company also disclosed a planned $400 million revolving credit facility, though it has not been executed.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
$1,250,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031
SentinelOne completed a private offering of $1.25 billion in convertible senior notes due 2031, including the full exercise of the initial purchasers' option for an additional $187.5 million. The notes carry a 0.00% coupon and mature on October 1, 2031.
Added in current filing · verify on EDGAR →
The Company may not redeem the Notes prior to October 9, 2029, except in the event of a cleanup redemption
The notes cannot be redeemed before October 9, 2029, except for a cleanup redemption when less than $100 million remains outstanding. Holders also have a fundamental change repurchase right at 100% of principal plus accrued special interest.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
SentinelOne sold convertible notes in a private placement to institutional buyers, relying on exemptions from SEC registration. The notes and any shares issued upon conversion are not registered and the company does not intend to register them for resale.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On October 13, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The company issued a press release on October 13, 2026 announcing the proposed offering of notes, and another on October 14, 2026 announcing the pricing of the notes. The press releases are attached as Exhibits 99.1 and 99.2.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
up to an additional $187.5 million aggregate principal amount of the notes
The initial purchasers have a 13-day option to buy up to an additional $187.5 million of notes, which would increase the total offering size to $1.4375 billion if fully exercised.
Added in current filing · view on EDGAR →
to repurchase up to $150.0 million of shares of its Class A common stock concurrently with the pricing of the notes
Proceeds will fund capped call transactions, repurchase up to $150 million of Class A common stock from note purchasers, and the remainder for general corporate purposes, working capital, capital expenditures, and potential acquisitions.
Added in current filing · view on EDGAR →
the cap price of the capped call transactions will initially represent a premium of at least 100% over the last reported sale price
SentinelOne will enter capped call transactions to reduce potential dilution from note conversions. The cap price is expected to be at least 100% above the last reported sale price on the pricing date.
Added in current filing · view on EDGAR →
a $400 million secured revolving credit facility
SentinelOne intends to enter into a $400 million secured revolving credit facility, though the credit agreement has not been executed and there is no assurance it will be completed. The offering is not contingent on this facility.
Event · Exhibit 99.2
SentinelOne priced a $1.25B 0.00% convertible notes offering due 2031 with capped calls and a $150M concurrent share repurchase.
Added in current filing · view on EDGAR →
SentinelOne estimates that the net proceeds from the offering will be approximately $1,224 million (or approximately $1,408 million if the initial purchasers exercise their option to purchase additional notes in full)
Net proceeds are estimated at about $1,224 million, rising to about $1,408 million if the $187.5 million additional-note option is fully exercised. Proceeds will fund the $131.6 million capped call cost, a $150.0 million concurrent share repurchase, and general corporate purposes.
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 19, 2026 · How we verify