PADGETT BARRY L. 4
4 · SentinelOne, Inc. · Filed Mar 25, 2026
Research Summary
AI-generated summary of this filing
SentinelOne Interim CFO Barry Padgett Receives Award, Sells Shares
What Happened
Barry L. Padgett, Interim Chief Financial Officer of SentinelOne (S), had the first tranche of a 2025 performance-based restricted stock unit (PRSU) award certified and settled on March 23, 2026 (92,662 RSUs earned and vested at 90.2% of target). On March 25, 2026 he sold 32,221 of those shares in an issuer-mandated "sell-to-cover" transaction at $13.37 per share, generating $430,795. The sale was to satisfy tax withholding and was not a discretionary trade by the reporting person.
Key Details
- Grant/Acquisition: 92,662 performance RSUs became earned and vested on 2026-03-23 (first of four tranches; vested at 90.2% of target). (F1, F2)
- Sale: 32,221 shares sold on 2026-03-25 at $13.37 per share, proceeds $430,795. (F4)
- Net effect from these transactions: +60,441 shares retained after the sell-to-cover (92,662 acquired − 32,221 sold). Some of the vested shares remain subject to potential forfeiture per plan terms. (F3)
- Filing: Report filed March 25, 2026 (appears timely under Form 4 rules).
- Sale type: Issuer-mandated sell-to-cover to satisfy tax withholding — not a discretionary market sale.
Context
Performance RSUs vest based on pre-determined corporate performance milestones and continued service; the first tranche was certified by the compensation committee and settled for shares on the certification date. Sell-to-cover transactions to satisfy withholding are common and reflect tax obligations at vesting rather than a voluntary decision to reduce holdings.
Insider Transaction Report
- Award
Class A Common Stock
[F1][F2][F3]2026-03-23+92,662→ 675,871 total - Sale
Class A Common Stock
[F4][F3]2026-03-25$13.37/sh−32,221$430,795→ 643,650 total
Footnotes (4)
- [F1]The reported transaction represents the certification of achievement of the first of four tranches of a performance-based restricted stock unit award granted to the reporting person by the Issuer's compensation committee on April 15, 2025 (the "2025 PRSU Award"). Vesting of each tranche of the 2025 PRSU Award is based on the achievement of pre-determined corporate performance milestones and is subject to the reporting person's continued service through the certification date of achievement of the relevant tranche.
- [F2]On March 23, 2026 (the "Certification Date"), the Issuer's compensation committee certified achievement of the first tranche of the 2025 PRSU Award, resulting in one-fourth of the 2025 PRSU Award becoming earned at 90.2% of the target amount granted. The performance restricted stock units comprising the first tranche of the 2025 PRSU Award so earned are fully vested and may be settled for shares of the Issuer's Class A common stock on the Certification Date.
- [F3]Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met.
- [F4]The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of performance-based Restricted Stock Units, and it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction.