SentinelOne Prices $1.25 Billion Zero-Coupon Convertible Notes Offering
SentinelOne, Inc. (NYSE:S) priced a private offering of $1.25 billion in zero-coupon convertible senior notes due 2031, with an option for buyers to purchase up to $187.5 million more. The notes pay no regular interest and carry an initial conversion price of approximately $31.21 per share, representing a 30% premium over the stock's closing price of $24.01 on October 13, 2026. The transaction is expected to close on October 16, 2026.
The cybersecurity firm expects around $1.224 billion in net proceeds from the offering. SentinelOne plans to allocate approximately $150 million to buy back about 6.2 million shares of its Class A stock at $24.01 per share. It will also spend about $131.6 million on capped call transactions capped at $48.02 per share to minimize potential stock dilution upon conversion. The remaining funds will go toward general corporate needs, working capital, additional stock repurchases, and strategic acquisitions or investments.
Investors will monitor the closing of the offering on October 16, 2026, and whether initial purchasers exercise their option for additional notes. Market participants will also watch how SentinelOne deploys the remaining capital toward strategic investments and ongoing share buybacks. Shares of SentinelOne fell 6.43% to $24.01 following the news.
Key points
- SentinelOne, Inc. (NYSE:S) priced $1.25 billion in 0.00% convertible senior notes maturing in 2031, with an option for an additional $187.5 million.
- The initial conversion price is set at about $31.21 per share, a 30% premium over the October 13, 2026 closing price of $24.01.
- Net proceeds of roughly $1.22 billion will fund $150 million in stock buybacks, $131.6 million in capped call transactions, and corporate growth.
- Capped call arrangements carry an initial cap price of $48.02 per share to help limit dilution to existing Class A shareholders.
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What are the terms of SentinelOne's convertible notes offering?
SentinelOne priced $1.25 billion in 0.00% convertible senior notes due 2031. The notes carry an initial conversion price of approximately $31.21 per share, representing a 30% premium over the stock's October 13, 2026 closing price of $24.01.
How does SentinelOne plan to use the proceeds from the offering?
SentinelOne expects net proceeds of about $1.22 billion. It plans to spend $150 million on share repurchases, $131.6 million on capped call transactions to reduce dilution, and the remainder on working capital, corporate purposes, and potential acquisitions.
When will the SentinelOne note offering settle?
The offering is expected to settle on October 16, 2026, subject to customary closing conditions. Initial purchasers also hold a 13-day option to buy up to $187.5 million in additional notes.