$S · SentinelOne, Inc.
SentinelOne completed its $1.25B private offering of 0.00% Convertible Senior Notes due 2031 on October 16, 2026, including full exercise of the $187.5M initial purchaser option. The Notes carry a 30.0% conversion premium ($31.21 initial conversion price vs. $24.01 reference price) and mature October 1, 2031. Net proceeds were ~$1.408B, with ~$151.4M allocated to capped call transactions (cap price $48.02) and ~$150M used to repurchase ~6.2M shares concurrently.
- $1.25B aggregate principal of 0.00% Convertible Senior Notes due 2031 issued, including full exercise of $187.5M initial purchaser option.
- Initial conversion price of ~$31.21 per share represents a 30.0% premium over the $24.01 last reported sale price on October 13, 2026.
- Net proceeds of ~$1.408B after discounts and expenses; ~$151.4M used for capped call transactions.
- ~$150M of proceeds used to repurchase ~6.2M shares at $24.01 per share concurrently with pricing.
- Capped calls have an initial cap price of $48.02 (100% premium), covering shares initially underlying the Notes.
Markets closed — no regular-session reaction yet; extended-hours last trade at $21.62 (+0.19% vs regular close) shows minimal immediate movement on the completed offering.
A $1.25B zero-coupon convertible at a 30% premium with capped calls and a concurrent buyback signals confidence in equity value while raising substantial low-cost capital for M&A optionality.
Zero-coupon converts with capped calls have become a favored structure for growth-stage cybersecurity firms seeking low-cost capital; CrowdStrike and Zscaler have executed similar offerings in recent years.
The Notes are senior unsecured obligations; upon conversion, up to 46.05M shares (or 59.87M in limited circumstances) could be issued, creating dilution risk. Cross-default triggers at $80M of other indebtedness. No registration statement will be filed for resale of the Notes or underlying shares.
Get filings like this before the market reacts.
Real-time SEC filing alerts, AI summaries, and a free daily digest — plus portfolio tracking that ties filings to your positions.