SentinelOne, Inc. S
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Mar 26, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
17 paragraphs in Risk Factors of the 10-K filed Mar 19, 2026 with nothing like them in the 10-K filed Mar 26, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
•changes in customer, distributor, or reseller requirements, or market needs or preferences;
We are meaningfully investing in our platform, including growing our cloud security product. For example, in September 2025, we acquired Prompt, a private company focused on the generative and agentic AI security space, and Observo, an AI-ready data pipeline company.
•the inability to integrate products, service offerings, technologies, operations, systems, controls or personnel;
•continue to attract new customers and drive broader and deeper adoption of our platform and services;
We generally recognize revenue from customers ratably over the term of their subscription, which is generally one to three years. As a result, a substantial portion of the revenue we report in each period is attributable to the
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Competition for highly skilled personnel is intense, especially in the San Francisco Bay Area, where we have a substantial presence and need for such talent, and we may not be successful in hiring or retaining qualified personnel to fulfill our current or future needs. In particular, the scarcity of individuals with the specialized skills required to develop and enhance AI-driven technologies has led to increased competition and may lengthen our hiring cycles or inflate compensation expectations. As we continue to integrate artificial intelligence across our platform, any failure
unsuccessful if we are unable to retain qualified personnel with international experience, language skills and cultural competencies in the geographic markets which we target.
(including treble damages) that may be awarded in connection with any such current or future claims, and could have a material adverse effect on our business, operating results, and financial condition.
or limitation on our ability to export or sell our platform would adversely affect our business, operating results, and financial condition. Further, regulators in the U.S. and elsewhere have signaled an increased emphasis on sanctions and export control enforcement. While we have implemented certain procedures to facilitate compliance with applicable laws and regulations, we cannot assure you that these procedures have been fully effective or that we, or third parties who we do not control, have complied with all laws or regulations in this regard. Failure by our employees, representatives, contractors, channel partners, agents, intermediaries, or other third parties to comply with applicable laws and regulations also could have negative consequences to us, including reputational harm, government investigations, loss of export privileges, monetary fines, and other penalties.
impairments on our marketing and personalization activities and may negatively impact our efforts to understand and acquire new users.
Further, for our 2022 to 2024 tax years, the Tax Cuts and Jobs Act of 2017 required research and experimental (R&E) expenditures to be capitalized and amortized ratably over a five-year period for domestic expenditures. Any such expenditures attributable to research conducted outside the United States were required to be capitalized and amortized over a 15-year period. On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the OBBBA), restoring immediate deductibility of domestic R&E expenditures beginning with our 2025 tax year, while foreign R&E expenditures will continue to be capitalized and amortized over a 15-year period. The OBBBA introduced other provisions, such as the permanent extension and modification of certain provisions of the Tax Cuts and Jobs Act of 2017, changes to bonus depreciation rules, and adjustments to interest expense limitations. The OBBBA did not have a material effect on our consolidated financial statements for the year ended January 31, 2026.
side-by-side agreement, which is intended to provide relief for U.S.-parented multinational corporations from certain provisions of Pillar Two, but will require adoption by OECD member countries to implement. While Pillar Two did not have an impact on our tax provision or effective tax rate in fiscal 2026, we continue to monitor Pillar Two and other evolving tax legislation in the jurisdictions in which we operate.
create significant administrative burdens for us, discourage potential customers from subscribing to our platform due to the incremental cost of any such sales or other related taxes, or otherwise harm our business.
It is not uncommon for tax authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s length standard is applied for transfer pricing purposes, the transfer pricing and charges for intercompany services and other intercompany transactions, or with respect to the valuation of our intellectual property for tax purposes and the manner in which our intellectual property is owned and utilized within our group. On January 8, 2026, we entered into an Assessment Agreement (the Agreement) with the Israeli Tax Authority (ITA) covering various transfer pricing matters for intercompany transactions between us and our Israeli subsidiary, including the valuation and taxation of intellectual property. The Agreement fully and finally resolves all related Israeli disputed income tax matters between us, our affiliates, and the ITA for the fiscal years ended January 31, 2021 through January 31, 2025. This settlement with the ITA includes certain principles established in the bilateral Advanced Pricing Agreement (“APA”) process between us, the Internal Revenue Service, and the ITA, which we have been negotiating since fiscal year 2022, and provides a final tax determination on this matter for Israeli tax purposes. As a result of this final resolution and the related reassessment of our uncertain tax positions, we recorded a total tax expense of $180.9 million, inclusive of interest, during fiscal 2026. Under the terms of the Agreement, we are required to make installment payments through 2030 and the unpaid balance is subject to a 7.0% annual interest rate. Additionally, in the event of a change in control, all unpaid amounts plus interest—$255.1 million (792.7 million Israeli New Shekels) —would accelerate and become immediately due. For more information, see Note 10, Income Taxes, to our consolidated financial statements.
effective tax rates, reduced cash flows and lower overall profitability of our operations. Our financial statements could fail to reflect adequate reserves to cover such a contingency.
•repurchases by us of any of our outstanding shares of Class A common stock on unfavorable terms or at all;
Our Class B common stock has 20 votes per share, and our Class A common stock has one vote per share. As of January 31, 2026, the holders of our outstanding Class B common stock held approximately 28% of the voting power of our outstanding capital stock. The outstanding Class B common stock automatically converts to Class A
Paragraphs in the 10-Q filed Aug 28, 2026 that were not in the one before
New in the latest 10-Q
19 paragraphs in the 10-Q filed Aug 28, 2026 with nothing like them in the 10-Q filed May 28, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
In connection with the restructuring plan initiated in May 2026, certain stock-based awards were accelerated or modified, including (i) revested shares held by certain founders of previously acquired companies that vest upon termination without cause, (ii) RSUs held by certain founders of previously acquired companies for which the compensation committee of our board of directors approved acceleration, and (iii) awards held by other affected employees who received accelerated vesting. Stock-based compensation expense recognized in connection with the acceleration or modification of these awards was $ 10.8 million during both the three and six months ended July 31, 2026.
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Severance payments and employee benefits Liability as of January 31, 2026 $ — Charges 13,604 Payments (10,246) Liability as of July 31, 2026 $ 3,358
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The actions associated with the May 2026 Plan are expected to be fully completed by the end of fiscal 2027.
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In May 2026, the Company entered into a lease agreement for its new headquarters, which has not yet commenced. The lease is expected to commence during fiscal year 2028 and will have an initial term of eight years, with total undiscounted lease payments of approximately $ 10.0 million over the lease term.
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On July 31, 2026, we executed an agreement to make a strategic investment for cash consideration of $ 150.0 million, subject to certain closing conditions.
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Restructuring charges increased by $20.5 million, primarily due to $24.4 million of charges related to the May 2026 Plan, consisting of $13.6 million in employee severance and related benefits and $10.8 million of stock-based compensation expense from the acceleration and modification of certain equity awards. This was partially offset by a $3.9 million decrease in restructuring charges related to the July 2025 Plan, which primarily consisted of contract termination costs.
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Risk Factors
• our ability to enter into new agreements with channel partners and expand relationships with existing channel partners;
Read in the 10-Q
Our platform and product features are multi-faceted, rely on third-party software and infrastructure, and may be deployed with material defects, vulnerabilities, software “bugs” or errors that are not detected until after their
Read in the 10-Q
• our ability to enter into new agreements with channel partners and expand relationships with existing channel partners;
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ability to maintain such relationships on favorable contractual terms may be more limited. We may also become increasingly dependent on a more limited number of channel partners, as consolidation increases the relative proportion of our business for which each channel partner is responsible, which may magnify the risks described in the preceding paragraphs.
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after investing resources in a lengthy sales process would adversely affect our business, operating results and financial condition.
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determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Moreover, the availability of copyright protection and other legal protections for intellectual property generated by certain technologies, such as generative AI, is uncertain. The use of generative AI and other forms of AI may expose us to risks because the intellectual property ownership and license rights, including copyright, of generative and other AI output, have not been fully interpreted by U.S. courts or been fully addressed by U.S. federal or state regulation, as well as in foreign jurisdictions.
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and policies by taxing authorities and courts in various jurisdictions, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements.
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addition, a recession, depression, or other sustained adverse market event could negatively affect our business and the value of our Class A common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired and our business may be adversely affected, requiring us to delay, reduce, or eliminate some or all of our operations.
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In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies, particularly during the current period of global macroeconomic uncertainty,
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Other information
Our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) are only permitted to trade in our securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a Rule 10b5-1 Plan). During the three months ended July 31, 2026, three of our Section 16 officers adopted new Rule 10b5-1 Plans. The Parekh Plan, Tomasello Plan, and Weingarten Plan (each as defined below) were entered into during an open trading window in accordance with our Insider Trading Policy.
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On June 9, 2026, Sonalee Parekh, our Chief Financial Officer, adopted a Rule 10b5-1 Plan (the Parekh Plan) providing for the potential sale of certain shares of our Class A common stock which may be received by Ms. Parekh upon vesting and settlement of certain outstanding restricted stock units and performance stock units, net of any shares withheld by the Company to satisfy applicable tax obligations, with such sales occurring between an estimated start date of August 27, 2026 and an estimated end date of September 30, 2027. The number of shares to be withheld, and therefore the exact number of shares to be sold pursuant to the Parekh Plan, can only be determined upon the occurrence of the future vesting events. The Parekh Plan is scheduled to expire on September 30, 2027.
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On June 9, 2026, Robin Tomasello, our Chief Accounting Officer, adopted a Rule 10b5-1 Plan (the Tomasello Plan) providing for the potential sale of certain shares of our Class A common stock which may be received by Ms. Tomasello upon vesting and settlement of certain outstanding options, restricted stock units, and performance stock units, net of any shares withheld by the Company to satisfy applicable tax obligations, with such sales occurring between an estimated start date of August 27, 2026 and an estimated end date of September 30, 2027. The number of shares to be withheld, and therefore the exact number of shares to be sold pursuant to the Tomasello Plan, can only be determined upon the occurrence of the future vesting events. The Tomasello Plan is scheduled to expire on September 30, 2027.
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On July 2, 2026, Tomer Weingarten, our President and Chief Executive Officer, adopted a Rule 10b5-1 Plan (the Weingarten Plan) providing for the potential sale of: (i) 500,000 shares of our Class A common stock and (ii) certain shares of our Class A common stock which may be received by Mr. Weingarten upon vesting and settlement of certain outstanding restricted stock units, net of any shares withheld by the Company to satisfy applicable tax obligations, with such sales occurring between an estimated start date of October 5, 2026 and an estimated end date of October 5, 2027. The number of shares to be withheld, and therefore the exact number of shares to be sold pursuant to the Weingarten Plan, can only be determined upon the occurrence of the future vesting events. The Weingarten Plan is scheduled to expire on October 5, 2027.
Read in the 10-Q
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Aug 28, 2026 against Item 1A of the 10-K filed Mar 19, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
Show the other 19
The first 24 of 46 are shown (at most 12 of each type).
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Mar 19, 2026 that are in none of the 1 earlier 10-Ks stored, back to Mar 26, 2025
Where each one is used
- trade policy: •general global macroeconomic and political conditions, both domestically and in our foreign markets that could impact regions where we operate, including changes in U.S. federal spending, significant political or regulatory developments including changes in trade policy, global economic slowdowns, actual or...
- data act: In recent years, some regulators have proposed or introduced cybersecurity licensing requirements or certification regimes for specific sectors, such as critical infrastructure and financial services. These may impose new requirements on us or our current or prospective customers such as data processing locations,...
- corporate sustainability: Investors’ expectations of our performance relating to corporate sustainability may impose additional costs and expose us to new risks.
- restructuring plans: expenses as a public company. Our revenue growth is expected to slow down as we scale and our revenue may decline for a number of other reasons, including reduced demand for our platform, increased competition, a decrease in the growth or reduction in the size of our overall market, or if we cannot capitalize on...
- issues government: •general global macroeconomic and political conditions, both domestically and in our foreign markets that could impact regions where we operate, including changes in U.S. federal spending, significant political or regulatory developments including changes in trade policy, global economic slowdowns, actual or...
- acquired prompt: We are meaningfully investing in our platform, including growing our cloud security product. For example, in September 2025, we acquired Prompt, a private company focused on the generative and agentic AI security space, and Observo, an AI-ready data pipeline company.
- prompt private: We are meaningfully investing in our platform, including growing our cloud security product. For example, in September 2025, we acquired Prompt, a private company focused on the generative and agentic AI security space, and Observo, an AI-ready data pipeline company.
- security space: We are meaningfully investing in our platform, including growing our cloud security product. For example, in September 2025, we acquired Prompt, a private company focused on the generative and agentic AI security space, and Observo, an AI-ready data pipeline company.
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
27 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
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