Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

Prompt Security Transaction

On August 5, 2025, SentinelOne, Inc. (the "Company") entered into an agreement and plan of merger (the "Merger Agreement") to acquire Prompt Security, Inc. (the "Prompt Security Transaction"), which was completed on September 5, 2025. Pursuant to the Merger Agreement, consideration for the Prompt Security Transaction was paid, at the closing of the Prompt Security Transaction, in a combination of cash and shares of the Company's Class A common stock (the "Company Common Stock") totaling approximately $180 million. A portion of the consideration paid in connection with the Prompt Security Transaction consisted of 1,555,099 shares of Company Common Stock. Certain portions of the consideration for the acquisition (both cash and shares of Company Common Stock) have been held back by the Company to secure the indemnification obligations of certain securityholders of Prompt Security, Inc.

The issuance of shares of Company Common Stock in the Prompt Security Transaction was made solely to accredited investors, and in reliance on one or more of exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), including Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act, and the exemption from qualification under applicable state securities laws.

Observo Transaction

On September 8, 2025, the Company entered into an agreement and plan of reorganization (the "Agreement") to acquire Observo, Inc. (the "Observo Transaction"). Pursuant to the Agreement, consideration for the Observo Transaction will be payable at the closing of the Observo Transaction in a combination of cash and shares of Company Common Stock totaling approximately $225 million. A portion of the consideration payable in connection with the Observo Transaction consists of an estimated 5,263,157 shares of Company Common Stock, 2,453,886 of which will be subject to vesting conditions following the closing of the Observo Transaction in accordance with the Agreement.

The Company expects to complete the Observo Transaction in the Company's third quarter of fiscal year 2026, subject to any applicable regulatory approvals and customary closing conditions.

The issuance of shares of Company Common Stock in the Observo Security Transaction will be made solely to accredited investors, and in reliance on one or more of exemptions or exclusions from the registration requirements of the Securities Act, including Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act, and the exemption from qualification under applicable state securities laws.

Note Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K constitute "forward-looking statements" within the meaning of the federal securities laws, including, but not limited to, statements regarding the expected timing of the completion of the Prompt Security Transaction and Observo Transaction. These statements are based on management's current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While the Company believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are many risks and uncertainties that could cause actual results to differ materially from forward-looking statements made or implied herein including the risks discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2025 filed with the United States Securities and Exchange Commission (the "SEC") on March 26, 2025, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2025 filed with the SEC on May 28, 2025 and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2025, filed with the SEC on August 28, 2025, as well as other factors described from time to time in the Company's filings with the SEC. Such forward-looking statements are made only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update or revise any forward-looking statement because of new information, future events or otherwise, except as otherwise required by law. If it does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.