Weingarten Tomer 4

What Happened

• Tomer Weingarten, President, CEO and a director of SentinelOne, had two performance-based restricted stock unit (PRSU) tranches certified on March 23, 2026, resulting in grants totaling 141,821 PRSUs (39,405 and 102,416). Those tranches were earned and became fully vested and eligible for settlement at 0 cost to the reporting person.
• On March 25, 2026, Weingarten sold 72,523 shares in an open-market transaction at $13.37 per share, generating proceeds of $969,633. This sale was an issuer-mandated “sell to cover” to satisfy tax-withholding obligations tied to the vesting/settlement of the PRSUs, not a discretionary trade.

Key Details

• Transaction dates and amounts:
  • Mar 23, 2026: Award/acquisition of 39,405 PRSUs (0 price) — certification of 2024 PRSU tranche.
  • Mar 23, 2026: Award/acquisition of 102,416 PRSUs (0 price) — certification of 2025 PRSU tranche.
  • Mar 25, 2026: Sale of 72,523 shares at $13.37 for $969,633 (open-market sale).
• Performance certification: The committee certified achievement of the reported tranches, with one-fourth of each award earned at 90.2% of target (these PRSUs are vested and may be settled for shares).
• Forfeiture: Certain shares remain subject to forfeiture if underlying vesting conditions are not ultimately met.
• Sale reason: The sale was an issuer-mandated sell-to-cover to satisfy tax withholding (per company equity plan), not a voluntary insider sell.
• Shares owned after transaction: Not specified in the provided Form 4 excerpt.
• Filing timeliness: Form 4 filed March 25, 2026 for transactions on March 23 and March 25 — not indicated as late.

Context

• PRSUs (performance-based RSUs) vest only if pre-determined corporate performance milestones are met and often require continued service through certification. A sell-to-cover is a routine, non-discretionary mechanism companies use to fund tax withholding when equity awards vest; it does not necessarily indicate a change in the insider’s market view.