Form 4: SentinelOne CEO Gifts Shares After Class B Conversion
Insider Transaction Report
SentinelOne President and CEO Tomer Weingarten converted Class B shares to Class A and subsequently gifted 150,000 Class A shares to a charitable foundation.
Summary
- Tomer Weingarten, President and CEO of SentinelOne, Inc., converted 150,000 shares of Class B common stock into Class A common stock on December 24, 2025.
- Following the conversion, Weingarten gifted 150,000 shares of Class A common stock to a charitable foundation on the same date.
- The gift transaction is reported as a bona fide gift, exempt under Rule 16b-5.
- After these transactions, Weingarten directly holds 1,145,608 shares of Class A common stock and 3,942,622 shares of Class B common stock.
- An additional 423,629 shares of Class B common stock are held indirectly by an irrevocable trust, over whose trustee Weingarten may exercise remove and replace powers.
Sentiment
Score: 5
Explanation: The filing reports a routine insider transaction involving a stock conversion and a charitable gift. While a disposition, it's a gift and not a sale, making it neutral to slightly positive from a governance perspective, but not indicative of company performance or significant sentiment shift.
Positives
- The gift to a charitable foundation demonstrates philanthropic activity by the CEO.
Negatives
- A disposition of 150,000 shares, even as a gift, reduces the CEO's direct ownership stake in Class A common stock.
Risks
- Certain Class A shares held by the reporting person are subject to forfeiture to the Issuer if underlying vesting conditions are not met.
- Class B common stock is convertible into Class A common stock at any time but will automatically convert upon certain transfers and specific triggers, including seven years from the IPO date, if the reporting person's Class B holdings fall below 25% of their original IPO holdings, or upon cessation of service to the Issuer under certain conditions.
Future Outlook
NA
Industry Context
This Form 4 filing reports an insider transaction, which is a routine disclosure for executives. It does not provide information directly related to broader industry trends or competitive landscape, but rather reflects an individual's stock management.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Stock Conversion Terms | Detailed conditions for the conversion of Class B common stock to Class A common stock, including time-based (seven years from IPO), ownership percentage (less than 25% of original IPO holdings), and service-related triggers (e.g., no longer providing services, termination for cause, death or disability). | NA | These terms are part of the company's existing capital structure and dual-class share system, designed to maintain founder control and strategic stability. The conversion itself is a mechanical event under these pre-defined rules. |
Stakeholder Impact
- Shareholders: The gift reduces the CEO's direct Class A holdings, but the overall beneficial ownership (including Class B and trust holdings) remains substantial. The conversion mechanism is part of the existing share structure.
- Charitable Foundation: Benefits from the receipt of 150,000 Class A common shares.
Key Dates
| Date | Description |
|---|---|
| 12/24/2025 | Date of conversion of Class B to Class A common stock and subsequent gift of Class A common stock. |
| 12/29/2025 | Signature date of the filing by Keenan Conder, Attorney-in-Fact. |
Keywords
SentinelOne, Tomer Weingarten, Insider Transaction, Form 4, Stock Conversion, Charitable Gift, Class A Common Stock, Class B Common Stock, CEO, Director
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.