Form 4: SentinelOne Director Charlene Begley Receives Significant Equity Awards

SentinelOne, Inc. Director Charlene T. Begley was granted 16,417 shares of Class A Common Stock through deferred restricted stock units (DSUs) and restricted stock units (RSUs) on June 25, 2025, aligning her interests with shareholders.

Summary

• Charlene T. Begley, a Director of SentinelOne, Inc. (S), reported changes in her beneficial ownership of the company's Class A Common Stock.
• On June 25, 2025, Ms. Begley was awarded 3,895 deferred restricted stock units (DSUs) at a price of $0 per share.
• These DSUs will vest quarterly, with 25% vesting on September 15, 2025, December 15, 2025, and March 15, 2026, and the final quarterly installment vesting on the earliest of the next annual meeting of stockholders, the day prior to the next annual meeting if service ends, or June 15, 2026, subject to continued service.
• Also on June 25, 2025, Ms. Begley was awarded 12,522 restricted stock units (RSUs) at a price of $0 per share.
• These RSUs will vest and settle on the earliest of June 25, 2026, the next annual meeting of stockholders (or the day prior if service ends), her death, disability, or a change in control, subject to continued service.
• Following these transactions, Ms. Begley's direct beneficial ownership of Class A Common Stock increased to 74,816 shares.
• Additionally, she indirectly beneficially owns 1,395 shares through three separate trusts (465 shares each by Trust 1, Trust 2, and Trust 3), bringing her total beneficial ownership to 76,211 shares.
• Certain shares are subject to forfeiture if underlying vesting conditions are not met.

Sentiment

Score: 6

Explanation: The document reports routine equity compensation for a director, which is generally positive for aligning interests but not indicative of significant new developments or financial performance.

Positives

• The granting of equity awards to Director Charlene T. Begley aligns her financial interests directly with the long-term performance and shareholder value of SentinelOne, Inc.
• The awards are part of a structured Non-Employee Director Compensation Program, indicating a formal approach to governance and incentive alignment.

Risks

• The awarded shares (DSUs and RSUs) are subject to forfeiture if the specified time-based vesting conditions or continued service requirements are not met.
• The value of the awards is contingent on the future market price of SentinelOne's Class A Common Stock, exposing the recipient to market volatility.

Future Outlook

The vesting schedules for the awarded DSUs and RSUs extend into 2026, indicating a continued alignment of the director's interests with the company's performance over the next year.

Industry Context

The granting of equity awards, such as RSUs and DSUs, to non-employee directors is a standard practice across publicly traded companies, particularly in the technology sector, to attract and retain qualified board members and align their interests with long-term shareholder value.

Comparison to Industry Standards

• The use of deferred restricted stock units (DSUs) and restricted stock units (RSUs) as compensation for non-employee directors is a common and widely accepted practice in the U.S. corporate landscape, particularly among technology companies like SentinelOne.
• The vesting schedules, which are time-based and contingent on continued service, are typical for such awards, designed to incentivize long-term commitment and performance.
• The 'price' of $0 for these awards is standard, as they represent grants of equity rather than purchases at market value.

Corporate Governance

Related Party Transactions

• The equity awards granted to Director Charlene T. Begley constitute a related party transaction, as they involve compensation from the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The equity awards align the director's interests with shareholders, as the value of her compensation is tied to the company's stock performance.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Continued service of Charlene T. Begley as a director of SentinelOne, Inc.
• Quarterly vesting of DSUs on September 15, 2025, December 15, 2025, and March 15, 2026.
• Final vesting and settlement of DSUs and RSUs on their respective earliest vesting dates in 2026 or upon specific events.

Key Dates

Keywords

SentinelOne, S, SEC Form 4, Insider Transaction, Equity Award, Restricted Stock Units, Deferred Restricted Stock Units, Director Compensation, Stock Ownership, Corporate Governance