SentinelOne prices $1.25 billion convertible notes due 2031

SentinelOne, Inc. (NYSE: S) priced $1.25 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2031 in a private placement to qualified institutional buyers under Rule 144A, according to a company statement.

The notes carry no regular interest and mature on October 1, 2031, unless earlier converted, redeemed, or repurchased. SentinelOne also granted initial purchasers an option to buy up to an additional $187.5 million in notes during a 13-day window beginning on the settlement date. The offering is expected to settle on October 16, 2026.

Net proceeds are estimated at approximately $1.224 billion, or roughly $1.408 billion if the overallotment option is exercised in full. SentinelOne plans to use approximately $131.6 million of proceeds to fund capped call transactions, $150 million to repurchase approximately 6.2 million shares of its Class A common stock at $24.01 per share, and the remainder for general corporate purposes, working capital, capital expenditures, and potential acquisitions.

The notes are convertible at an initial rate of 32.0379 shares per $1,000 principal amount, equating to a conversion price of approximately $31.21 per share — a 30% premium to the October 13, 2026 closing price of $24.01 on the New York Stock Exchange.

SentinelOne entered into capped call transactions with certain financial institutions to reduce potential dilution upon conversion. The cap price is set at $48.02 per share, representing a 100% premium over the October 13, 2026 closing price.

SentinelOne may not redeem the notes before October 9, 2029, except under a cleanup redemption provision triggered if the outstanding principal falls below $100 million. After October 9, 2029, the company may redeem all or part of the notes at par if its stock trades at or above 130% of the conversion price for at least 20 of 30 consecutive trading days.

The notes have not been registered under the Securities Act of 1933 and were offered only to qualified institutional buyers.

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