UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1219, 2026

SENTINELONE, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________

Delaware

001-40531

99-0385461

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


	444 Castro Street
	Suite 400
Mountain View	California	94041
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (855) 868-3733

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule ~~14a12~~14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 25.02 Departures ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers.

~~On March 12, 2026, SentinelOne, Inc.~~ (~~the “Company”~~c) announced its financial results for the fourth quarter and fiscal year ended January 31, 2026, by issuing an earnings presentation and a press release. The Company also announced that it would hold a webcast to discuss its financial results for the fourth quarter and fiscal year ended January 31, 2026. A copy of the press release and the earnings presentation is furnished herewith as Exhibits 99.1 and 99.2, respectively.

~~The~~On ~~Company~~March ~~makes~~19, ~~reference~~2026, tothe ~~non-GAAP~~Board ~~financial~~of ~~information~~Directors in(the “Board”) of SentinelOne, Inc. (the “Company”) appointed Barry Padgett, the Company’s ~~press~~current ~~release~~Chief Growth Officer, ~~earnings~~as ~~presentation~~the Company’s President and ~~the~~Chief ~~webcast~~Operating ~~call.~~Officer, Aeffective ~~reconciliation~~March of24, ~~these~~2026 ~~non-GAAP~~(the ~~financial~~“Effective ~~measures~~Date”). toEffective as of the ~~comparable~~Effective ~~GAAP~~Date, ~~financial~~Mr. ~~measures~~Padgett iswill ~~contained~~no inlonger ~~the~~serve ~~attached~~as ~~press~~the ~~release~~Company’s ~~and~~Chief ~~earnings~~Growth ~~presentation~~Officer.

~~The~~Mr. ~~information~~Padgett, ~~contained~~age ~~herein~~55, ~~and~~has inserved as the ~~accompanying~~Company’s ~~exhibits~~Chief ~~are~~Growth ~~“furnished”~~Officer since March 2025 and ~~shall~~served ~~not~~as bethe ~~deemed~~Company’s ~~“filed”~~interim ~~for~~Chief ~~purposes~~Financial ofOfficer ~~Section~~from 18January of2026 to March 2026. Prior to joining the ~~Securities~~Company, ~~Exchange~~he ~~Act~~served as the Chief Executive Officer of ~~1934~~Amperity, asInc., ~~amended~~a ~~(the~~customer ~~“Exchange~~cloud ~~Act”)~~platform, orfrom ~~otherwise~~March ~~subject~~2022 to ~~the~~June ~~liabilities~~2024 ofand President and Chief Operating Officer at Amperity from April 2020 to February 2022. Prior to that, ~~section~~he served as Chief Revenue Officer of Stripe, ~~and~~Inc., ~~shall~~a ~~not~~financial beservices ~~incorporated~~company, byfrom ~~reference~~March in2019 ~~any~~to ~~filing~~April ~~under~~2020 ~~Securities~~and ~~Act~~President of ~~1933~~SAP SE, asa ~~amended~~global software company, orfrom ~~the~~November ~~Exchange~~2016 ~~Act~~to ~~regardless~~February of2019. ~~any~~Mr. ~~general~~Padgett ~~incorporation~~earned ~~language~~his inBachelor ~~such~~of ~~filing~~Science from Union College, ~~unless~~Master ~~expressly~~of ~~incorporated~~Business byAdministration ~~specific~~from ~~reference~~the inUniversity ~~such~~of ~~filing~~New South Wales and Master of Science from the University of Oxford.

~~Item~~In 7connection with his appointment, the Compensation Committee of the Board (the “Committee”) approved the following updated compensation terms for Mr.01 ~~Regulation~~Padgett: FD(i) ~~Disclosure~~an annual base salary of $600,000 and (ii) a target annual cash bonus opportunity of 100% of his annual base salary.

OnIn ~~March~~addition, 12effective April 15, 2026 (the “Grant Date”), Mr. Padgett will receive a restricted stock unit (“RSU”) award and performance stock unit (“PSU”) award with an aggregate target value of $10.0 million (the ~~Company~~“Aggregate ~~posted~~Equity ~~supplemental~~Value”), ~~investor~~where ~~materials~~the onRSU portion of the ~~Investors~~award ~~Relations~~is ~~section~~50% of ~~its~~the ~~website,~~Aggregate ~~available~~Equity atValue ~~investors~~and the PSU portion of the award is the remaining 50%.~~sentinelone.com.~~ The number of shares of the Company’s ~~announces~~Class ~~material~~A ~~information~~common stock subject to the ~~public~~RSUs ~~through~~will ~~filings~~equal ~~with~~the aggregate RSU value divided by the ~~Securities~~trailing ~~and~~30-calendar day average of the closing price of the Company’s Class A common stock on the New York Stock Exchange ~~Commission~~up to and including the date of grant; rounded down to the nearest whole share. 1/16th of the RSUs will vest on August 5, 2026 and 1/16th of the ~~investor~~RSUs ~~relations~~will ~~page~~vest on each third Vesting Date thereafter, subject to Mr. Padgett’s continuous service to the Company. “Vesting Date” is defined as the fifth (5th) day of each month. The number of shares of the Company’s ~~website,~~Class ~~press~~A ~~releases,~~common ~~public~~stock ~~conference~~subject ~~calls,~~to ~~webcasts,~~the PSU awards is calculated as follows: the aggregate target PSU value divided by the trailing 30-calender day average of the closing price of the Company’s ~~news~~Class ~~website,~~A ~~available~~common atstock ~~sentinelone.com/press~~on the New York Stock Exchange up to and ~~blog~~including ~~posts~~the date of grant. The PSUs will vest based on the Company’s ~~corporate~~achievement ~~website~~of atperformance ~~sentinelone~~metrics to be approved by the Committee for the fiscal years ending January 31, 2027, January 31, 2028, January 31, 2029, and January 31, 2030.~~com/blog~~ inThe ~~order~~final number of shares of the Company’s Class A common stock to ~~achieve~~vest ~~broad~~from the PSUs will be certified by the Committee at the end of each fiscal year, ~~non-exclusionary~~contingent ~~distribution~~upon achievement of ~~information~~performance metrics and Mr. Padgett’s continuous service to the ~~public~~Company. ~~and~~Vesting of approved PSUs for ~~complying~~a ~~with~~given ~~its~~fiscal ~~disclosure~~year ~~obligations~~will ~~under~~occur ~~Regulation~~no FDlater than April 30 following the end of such fiscal year.

~~The~~There ~~information~~are ~~disclosed~~no byfamily ~~the~~relationships ~~foregoing~~between ~~channels~~Mr. ~~could~~Padgett beand ~~deemed~~any todirector beor ~~material~~executive ~~information.~~officer Asof ~~such,~~ the Company ~~encourages investors, the media~~ and ~~others~~no totransaction ~~follow~~involving ~~the~~Mr. ~~channels~~Padgett ~~listed~~that ~~above~~would ~~and~~require todisclosure ~~review~~under ~~the~~Item ~~information~~404(a) ~~disclosed~~of ~~through~~Regulation ~~such channels~~S-K.

~~Any~~Mr. ~~updates~~Padgett tohas also previously entered into the ~~list~~Company’s standard form of ~~disclosure~~Executive ~~channels~~Change ~~through~~in Control and Severance Agreement and indemnity agreement, which are attached as Exhibit 10.3 to the Company’s ~~announces~~Quarterly ~~information~~Report ~~will~~on beForm ~~posted~~10-Q onfiled with the ~~investor~~Securities ~~relations~~and ~~page~~Exchange Commission (the “SEC”) on December 4, 2024 and Exhibit 10.1 to the Company’s ~~website~~Registration Statement on Form S-1 filed with the SEC on June 3, 2021 (File No. 333-256761), respectively.

~~Item~~(e) ~~9.01 Financial Statements and Exhibits.~~

The information set forth above under Item 5.02(dc) ~~Exhibits~~ is hereby incorporated by reference into this Item 5.02(e).

Exhibit Number						Exhibit Description
99.1						Press Release issued by SentinelOne, Inc. dated March 12, 2026.
99.2						Earnings Presentation, dated March 12, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTINELONE, INC.

Date: March 12, 2026

By:

/s/ Barry Padgett

Date: March 25, 2026

By:

/s/ Keenan Conder

Barry Padgett

Keenan Conder

Interim Chief Financial Officer

Chief Legal Officer and Secretary

Filing Compare · SentinelOne, Inc.