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SentinelOne Stock Falls as It Proposes $1.25 Billion in Convertible Notes

Benzinga·10/13/2026 12:51:58
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SentinelOne Inc. (NYSE:S) shares are trading lower after the company announced a proposed private placement of $1.25 billion of convertible senior notes due 2031.

A $1.25 Billion Note Sale, With Up to $150 Million Going to Buybacks

SentinelOne intends to offer $1.25 billion of 0.00% convertible senior notes due 2031 to qualified institutional buyers, and to give the initial purchasers an option to buy up to an additional $187.5 million. The notes will not bear regular interest. Upon conversion, SentinelOne can pay in cash, Class A shares or a combination of both.

The company plans to use the net proceeds to pay for capped call transactions, which are intended to reduce potential dilution from conversion, and to repurchase up to $150 million of its Class A shares concurrently with pricing, at the closing price on the pricing date. The remainder is earmarked for general corporate purposes, additional buybacks, working capital, capital expenditures and potential acquisitions or investments. The final terms, including the conversion rate, will be set at pricing.

Separately, SentinelOne said it intends to enter a credit agreement for a $400 million secured revolving credit facility and is in talks with potential lenders. The agreement hasn’t been signed, and the note offering isn’t contingent on it.

SentinelOne Stock Falls

S Price Action: At the time of publication, SentinelOne shares are trading 8.42% lower at $ 23.50, according to data from Benzinga Pro.

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