EX-19.1 3 ex191-insidertradingpoli.htm EX-19.1 ex191-insidertradingpoli
​Insider Trading Policy​ ​Table of Contents​ ​1. Purpose​ ​1​ ​2. Scope​ ​1​ ​2.1. Persons Covered by This Policy​ ​1​ ​2.2. What This Policy Covers​ ​2​ ​3. Policy​ ​3​ ​3.1. Prohibited Activities and Other Restrictions​ ​3​ ​3.1.1. Insider Restrictions​ ​3​ ​3.1.2. Additional Restrictions Applicable to Section 16 Insiders and Designated Insiders​ ​4​ ​3.1.3. Exceptions to Prohibited Activities​ ​4​ ​3.1.4. Other Legal Restrictions​ ​5​ ​3.2. When Trading is Allowed​ ​5​ ​3.2.1. Trading Windows and Blackout Periods​ ​5​ ​3.2.2. Permitted Trades Under 10b5-1 Plans​ ​6​ ​3.2.2.1. What is a 10b5-1 Plan?​ ​6​ ​3.2.2.2. Who Can Enter Into a 10b5-1 Plan?​ ​6​ ​3.2.2.3. How Do I Adopt a 10b5-1 Plan?​ ​6​ ​3.2.2.4. How Do I Modify a 10b5-1 Plan?​ ​8​ ​3.2.2.5. How Do I Terminate a 10b5-1 Plan?​ ​8​ ​3.2.3. Other Trading Arrangements​ ​8​ ​4. Violations​ ​8​ ​4.1. There Are Significant Consequences for Violating Insider Trading Laws​ ​8​ ​4.2. Consequences of Violating This Policy​ ​9​ ​4.3. Administration​ ​9​ ​4.4. Reporting Violation​ ​9​ ​5. Changes to This Policy​ ​9​ ​6. Definitions​ ​9​ ​Appendix A: Designated Insiders​ ​11​ ​Appendix B: Exceptions to the Multiple, Overlapping 10b5-1 Plan Restriction​ ​12​ ​Exceptions to the Multiple, Overlapping 10b5-1 Plan Restriction​ ​12​ ​Exceptions to the Single-Trade 10b5-1 Plan Restriction​ ​12​

 
​Insider Trading Policy​ ​1. Purpose​ ​SentinelOne, Inc. (the “​​Company,​​” including any of​​its subsidiaries) is committed to promoting high​ ​standards of honest and ethical business conduct and compliance with laws, rules, and regulations.​ ​Because stock is an important part of the Company’s compensation program, the Board of Directors​ ​(“​​Board​​”) has adopted this Insider Trading Policy​​(“​​Policy​​”) to promote compliance with insider trading​ ​laws.​ ​Insider trading happens when someone who is in possession of material nonpublic information (“​​MNPI​​”)​ ​trades securities based on that information or discloses MNPI to someone else who trades based on that​ ​information.​ ​If you are considering trading SentinelOne stock or other securities, please keep these three key points in​ ​mind:​ ​1.​ ​Never buy or sell SentinelOne securities when in possession of MNPI.​ ​2.​ ​Keep all MNPI confidential, including from your family and friends.​ ​3.​ ​When in doubt about whether you have MNPI, ask before trading.​ ​You are responsible for understanding and following this Policy and for the consequences of any actions​ ​you may take. The Chief Legal Officer (CLO) or a designee of the CLO will assist with implementing,​ ​interpreting, and enforcing this Policy, pre-clearing trading activities of certain people, and pre-approving​ ​any Rule 10b5-1 Plans (plans that permit insiders to sell Company securities on a predetermined​ ​schedule that the insider does not control, discussed more fully later in this Policy).​ ​2. Scope​ ​2.1. Persons Covered by This Policy​ ​This Policy applies to SentinelOne employees, contractors, consultants, and Board members, as well​ ​as to their immediate family members (as defined below), people sharing their households, and​ ​anyone subject to their influence or control. It also applies to entities such as venture capital funds,​ ​partnerships, trusts, and corporations which are associated or affiliated with SentinelOne employees,​ ​contractors, consultants, and Board members. SentinelOne will refer to all these individuals and​ ​entities to whom this Policy applies individually as “​​you​​” and collectively as “​​Insiders​​.”​ ​An “​​immediate family member​​” under this Policy means​​any child, stepchild, parent, stepparent,​ ​spouse, domestic partner, sibling, mother-in-law, father-in-law, son in-law, daughter-in-law,​ ​brother-in-law, or sister-in law of a person security holder and includes any person (other than a​ ​tenant or employee) sharing the household of that person.​ ​Additional trading restrictions in this Policy apply to SentinelOne’s officers (as defined in Rule 16a-1(f)​ ​of the Securities Exchange Act of 1934, as amended (the “​​Exchange Act​​”)) (the “​​Section 16 Officers​​”)​ ​and members of SentinelOne’s Board of Directors (together with the officers, “​​Section 16 Insiders​​”)​ ​and to the individuals listed on Appendix A (“​​Designated​​Insiders​​”) who are not Section 16 Insiders​ ​but who have regular access to MNPI in the normal course of their job. The list of Designated Insiders​ ​may be modified by the CLO.​ ​| Page​​1​​of 12 |​

 
​Insider Trading Policy​ ​If you are aware of MNPI when your employment or service relationship with the Company ends, you​ ​may not trade SentinelOne securities until that MNPI has become public or is no longer material. In​ ​addition, if you are subject to a Blackout Period under this Policy at the time you leave the Company,​ ​you must abide by the applicable trading restrictions until at least the end of the relevant Blackout​ ​Period.​ ​2.2. What This Policy Covers​ ​The primary purpose of this Policy is to prevent people who are in possession of MNPI from trading in​ ​SentinelOne stock or other securities based on that MNPI or disclosing MNPI to someone else who​ ​trades based on that information.​ ​“​​Material information​​” is information about the Company,​​positive or negative, that a reasonable​ ​stockholder would consider important in deciding whether to purchase or sell the Company’s​ ​securities. Material information can be positive or negative and can relate to virtually any aspect of​ ​the Company’s business or its securities.​ ​Examples of material information may include:​ ​●​ ​Historical or forecasted revenues, earnings, or other financial results​ ​●​ ​Significant new products, services, or other product development​ ​●​ ​Significant new contracts or partners or the loss of a significant contract or partner​ ​●​ ​Significant developments regarding the Company’s technology or business operations​ ​●​ ​Possible mergers or acquisitions or dispositions of significant subsidiaries or assets​ ​●​ ​Major new litigation or regulatory inquiries or developments in existing litigation or inquiries​ ​●​ ​Significant cybersecurity incidents or data breaches​ ​●​ ​Significant developments in borrowings, financings, or capital investments​ ​●​ ​Significant changes in financial condition, asset value, or liquidity issues​ ​●​ ​Changes in SentinelOne’s Board or senior management​ ​●​ ​Significant changes in corporate strategy​ ​●​ ​Changes in accounting methods and write-offs​ ​●​ ​Stock offerings, stock splits, or changes in dividend policy​ ​This list is intended to be illustrative​​only​​and​​is not intended to provide a comprehensive list of​ ​circumstances that could result in material information. The determination of what may constitute​ ​material information will depend upon the facts and circumstances in each situation.​ ​A good rule of thumb is when in doubt, do not trade.​ ​“​​Nonpublic​​” means that the confidential information​​has not yet been shared broadly outside the​ ​Company. Please remember as well that SentinelOne may possess confidential information relating to​ ​or belonging to SentinelOne customers, partners, or other third parties, and that it is equally​ ​important that SentinelOne treats this information with the same care with which it treats its own​ ​information. If you are not sure whether information is considered public, you should either consult​ ​with the CLO or assume that the information is nonpublic and treat it as confidential.​ ​This Policy applies to all transactions involving SentinelOne securities, including common stock,​ ​restricted stock units (“​​RSUs​​”), options, and warrants​​to purchase common stock and any other debt​ ​| Page​​2​​of 12 |​

 
​Insider Trading Policy​ ​or equity securities the Company may issue from time to time, such as bonds, preferred stock,​ ​convertible notes, as well as to derivative securities relating to the Company’s securities, whether or​ ​not issued by the Company, such as exchange-traded options.​ ​3. Policy​ ​3.1. Prohibited Activities and Other Restrictions​ ​3.1.1. Insider Restrictions​ ​The following is a list of prohibited activities for all Insiders:​ ​●​ ​Trading SentinelOne securities while in possession of MNPI (other than pursuant to an​ ​approved 10b5-1 Plan entered in accordance with this Policy).​ ​●​ ​Trading SentinelOne securities outside of a Trading Window or during a Blackout Period​ ​designated by the CLO (other than pursuant to a 10b5-1 Plan entered in accordance with​ ​this Policy). See the definitions of “​​Trading Window​​”​​and “​​Blackout Period​​” below.​ ​●​ ​Making a gift, charitable contribution, or other transfer without consideration of​ ​SentinelOne securities during a period when the Insider cannot trade.​ ​●​ ​Sharing MNPI with any outside person, unless required by your job and such person is​ ​under a Nondisclosure Agreement (NDA), or as authorized by the CLO.​ ​●​ ​Giving trading advice about the Company unless the advice is to tell someone not to trade​ ​SentinelOne securities because the trade would violate this Policy or the law.​ ​●​ ​Other than the exercise of equity awards issued by SentinelOne, engaging in transactions​ ​involving options or other derivative securities on SentinelOne stock, such as puts and​ ​calls, whether on an exchange or in any other market.​ ​●​ ​Engaging in hedging or monetization transactions involving SentinelOne securities, such as​ ​zero cost collars and forward sale contracts, or contributing SentinelOne securities to​ ​exchange funds in a manner that could be interpreted as hedging in SentinelOne stock.​ ​●​ ​Holding Company securities in margin accounts.​ ​●​ ​Engaging in short sales of SentinelOne securities, meaning a sale of securities that you do​ ​not own, including short sales “against the box.”​ ​●​ ​Using or pledging SentinelOne securities as collateral in a margin account or as collateral​ ​for a loan may be permitted by the CLO, if you have prior Board approval or if you are​ ​subject to an approved 10b5-1 trading plan.​ ​●​ ​Distributing SentinelOne securities to limited partners, general partners, or stockholders​ ​of any entity outside of a Trading Window or during a Blackout Period, unless those​ ​limited partners, general partners or stockholders have agreed in writing to hold the​ ​securities until the next Trading Window.​ ​●​ ​Wagering, betting, trading, or engaging in any transaction based on MNPI, such as​ ​event-based contracts on prediction markets.​ ​●​ ​Engaging in any of the above activities for securities you own in any other company if you​ ​have MNPI about that company obtained in the course of your service to the Company.​ ​| Page​​3​​of 12 |​

 
​Insider Trading Policy​ ​3.1.2. Additional Restrictions Applicable to Section 16 Insiders and Designated​ ​Insiders​ ​All the restrictions noted above for Insiders also apply to SentinelOne’s Section 16 Insiders and​ ​Designated Insiders.​ ​To ensure transactions subject to Section 16 requirements are reported on time, each Section 16​ ​Insider must promptly provide the Company with detailed information (for example, trade date,​ ​number of shares, exact price) about their transactions involving the Company’s securities. The​ ​obligation to comply with Section 16 is personal.​ ​Section 16 Officers may not trade in SentinelOne securities other than pursuant to a 10b5-1 Plan​ ​entered in accordance with this Policy.​ ​Prior to trading SentinelOne securities (outside of a 10b5-1 Plan), members of SentinelOne’s Board​ ​of Directors and Designated Insiders must obtain pre-approval from the CLO (or in the case of the​ ​CLO, the Chief Financial Officer (CFO)) by: (a) providing written notification of the amount and​ ​nature of the proposed trade, (b) certifying no earlier than two business days prior to the​ ​proposed trade that you have no MNPI and, to your knowledge, you will have no MNPI as of the​ ​proposed trade date, and (c) receiving email or Jira Software confirmation from the CLO (or in the​ ​case of the CLO, the CFO), or the CLO’s designee, approving the trade, which approval can be​ ​granted or denied at their discretion. You may satisfy (a) and (b) by submitting a pre-approval​ ​request with Jira Software and must notify the CLO (or in the case of the CLO, the CFO) promptly​ ​of any changes to the certification in (b) prior to the proposed trade.​ ​A request for pre-approval may be submitted up to a maximum of five business days in advance of​ ​the proposed trade. Once approved, you may only trade under this pre-approval for five business​ ​days (the “​​Pre-approval Period​​”) up to the number​​of shares requested, so long as it does not​ ​extend into a Blackout Period. Once the Pre-approval Period expires, you must resubmit another​ ​trading pre-approval. You may submit multiple pre-approval requests in a single Trading Window.​ ​Notwithstanding the receipt of pre-approval, if you become aware of any MNPI or become subject​ ​to a Blackout Period before the transaction is effected, the transaction may not be completed.​ ​Pre-approval does not relieve anyone of their responsibility under SEC rules.​ ​3.1.3. Exceptions to Prohibited Activities​ ​The trading restrictions set forth in this Policy do not apply to the following:​ ​●​ ​401(k) Plan​​– Investing 401(k) plan contributions​​in a company stock fund in accordance​ ​with the terms of SentinelOne’s 401(k) plan. However, any changes in your investment​ ​election regarding the Company’s securities are subject to trading restrictions under this​ ​Policy.​ ​●​ ​ESPP​​– Purchasing SentinelOne’s stock through periodic,​​automatic payroll contributions​ ​under SentinelOne’s Employee Stock Purchase Plan (“​​ESPP​​”).​​Employees, other than​ ​Section 16 Insiders or Designated Insiders, may make changes in elections under the ESPP​ ​outside of a Trading Window or during a Blackout Period. Section 16 Insiders or​ ​Designated Insiders may not make any decrease in their elections under, or withdraw​ ​| Page​​4​​of 12 |​

 
​Insider Trading Policy​ ​from, the ESPP outside a Trading Window or during a Blackout Period. Moreover, any sales​ ​of stock acquired under the ESPP are subject to trading restrictions under this Policy.​ ​●​ ​Options​​– Exercising stock options granted under SentinelOne’s​​equity incentive plans for​ ​cash or by delivering to the Company previously owned Company stock or through a net​ ​exercise of a stock option that is permitted by the Company’s equity incentive plan and​ ​that does not involve a sale of shares in the open market. Payment of taxes in connection​ ​with exercising stock options granted under SentinelOne’s equity incentive plans pursuant​ ​to net withholding arrangements approved by the Company for the payment of taxes​ ​upon the exercise of stock options and that does not involve a sale of shares in the open​ ​market. However, the sale of any shares issued on the exercise of Company granted stock​ ​options, as well as any cashless exercise of Company-granted stock options in which stock​ ​is sold on the open market to pay the exercise price or taxes (​​i.e.​​, “same-day sales”) are​ ​subject to trading restrictions under this Policy.​ ​●​ ​RSUs​​– The settlement of RSUs pursuant to a net settlement​​or a “sell to cover” for​ ​non-discretionary, automatic tax withholdings initiated and approved by the Company for​ ​the payment of taxes upon the vesting of RSUs.​ ​●​ ​Changes in Form of Ownership​​– Transfers from your​​ownership, for example, a transfer​ ​from your individual ownership to a trust for which you are a trustee.​ ​3.1.4. Other Legal Restrictions​ ​The trading prohibitions of this Policy are not the only stock-trading rules and regulations you​ ​need to follow. You should be aware of additional prohibitions and restrictions set by contract or​ ​by federal and state securities laws and regulations (e.g., contractual restrictions on the resale of​ ​securities, rules on short swing trading by Section 16 Insiders, compliance with Rule 144 under the​ ​Securities Act of 1933, as amended, and others). Any Insider who is uncertain whether other​ ​prohibitions or restrictions apply should ask the CLO.​ ​SentinelOne will not transact in its securities unless in compliance with U.S. securities laws.​ ​3.2. When Trading is Allowed​ ​To promote compliance with insider trading laws, SentinelOne has designated periods where Insiders​ ​can trade in SentinelOne securities, which are described below.​ ​3.2.1. Trading Windows and Blackout Periods​ ​●​ ​You Can Only Trade in a Trading Window.​​Other than​​pursuant to an approved 10b5-1​ ​Plan, Insiders are allowed to trade SentinelOne’s securities only during a trading window​ ​period, which opens after the close of trading on the next full trading day following the​ ​widespread public release of SentinelOne’s quarterly or year-end operating results and​ ​closes at the close of trading on the fifteenth calendar day of the third month of the​ ​then-current quarter (the “​​Trading Window​​”). If the​​fifteenth calendar falls on a weekend​ ​or U.S. federal holiday, the Blackout Period will begin after the close of trading on the​ ​immediately preceding business day. For example, if SentinelOne publicly announces its​ ​quarterly financial results after close of trading on a Monday (or before trading begins on​ ​a Tuesday), then the first time an Insider can trade SentinelOne securities is after the close​ ​of market on Tuesday (effectively at the opening of the market on Wednesday for regular​ ​| Page​​5​​of 12 |​

 
​Insider Trading Policy​ ​trading). However, if SentinelOne announces quarterly financial results after trading​ ​begins on that Tuesday, then the first time the Insider can trade is after the close of​ ​market on Wednesday (effectively at the opening of the market on Thursday for regular​ ​trading).​ ​●​ ​Even During a Trading Window, You Are Not Allowed to Trade While in Possession of​ ​MNPI.​​Even during a Trading Window, you still may​​not trade SentinelOne securities if you​ ​possess MNPI at that time. An Insider who possesses MNPI during a Trading Window may​ ​only trade SentinelOne securities after the close of trading on the next full trading day​ ​following SentinelOne’s widespread public release of that MNPI.​ ​●​ ​You Cannot Trade During a Blackout Period.​​Even during​​a Trading Window, the CLO, at​ ​his or her discretion, may designate special trading blackout periods (each, a “​​Blackout​ ​Period​​”) that apply to specific individuals or groups​​of people (including all Insiders) for as​ ​long as the CLO determines. The CLO will notify you if you are subject to a special Blackout​ ​Period. No Insider may trade SentinelOne securities during any such Blackout Period.​ ​Additionally, no Insider subject to a Blackout Period may tell anyone not subject to the​ ​Blackout Period that a Blackout Period has been designated or that one previously was in​ ​place because that also is confidential information that cannot be disclosed internally or​ ​externally.​ ​●​ ​The prohibition against trading during Blackout Periods also means that brokers cannot​ ​fulfill open orders on your behalf or on behalf of your immediate family members, people​ ​sharing your households and anyone subject to your influence or control during the​ ​Blackout Period, including “limit orders” to buy or sell stock at a specific price or better​ ​and “Stop orders” to buy or sell stock once the price of the stock reaches a specific price.​ ​If you are subject to blackout or pre-approval requirements, you should inform any broker​ ​with whom such an open order is placed at the time it is placed.​ ​o​ ​It is your obligation to ensure that limit orders do not extend into any Blackout​ ​Periods and are cancellable upon an imposition of a Blackout Period.​ ​3.2.2. Permitted Trades Under 10b5-1 Plans​ ​SentinelOne allows Insiders to trade in SentinelOne securities while in possession of MNPI, outside​ ​of a Trading Window or during a Blackout Period, only pursuant to a “10b5-1 Plan.”​ ​3.2.2.1. What is a 10b5-1 Plan?​ ​A 10b5-1 Plan is a written plan for selling or purchasing a predetermined number of shares that​ ​is entered into while an Insider is not in possession of MNPI as contemplated in Rule 10b5-1.​ ​3.2.2.2. Who Can Enter Into a 10b5-1 Plan?​ ​Because members of SentinelOne’s Board of Directors and Designated Insiders are more likely​ ​than other Insiders to have access to MNPI, SentinelOne encourages all SentinelOne Board​ ​members and Designated Insiders to establish a 10b5-1 Plan for trading.​ ​3.2.2.3. How Do I Adopt a 10b5-1 Plan?​ ​SentinelOne has engaged E*TRADE to administer SentinelOne’s 10b5-1 Plans and any 10b5-1​ ​Plan that you adopt must be adopted through E*TRADE unless otherwise approved by the CLO.​ ​If you are interested in setting up a 10b5-1 Plan, you should make sure that:​ ​| Page​​6​​of 12 |​

 
​Insider Trading Policy​ ​●​ ​The 10b5-1 Plan complies with the requirements of Rule 10b5-1 under the Exchange Act​ ​and this Policy.​ ​●​ ​Section 16 Insiders must obtain written (e.g., on email) pre-approval of the 10b5-1 Plan​ ​from the CLO (or a designee of the CLO) at least two business days prior to entering into​ ​your 10b5-1 plan with your broker.​ ​●​ ​By entering into and adopting a 10b5-1 Plan, you (regardless of whether you are an​ ​Insider, Designated Insider, or Section 16 Insider) shall be deemed, pursuant to this​ ​Policy, to have confirmed and certified the following to the Company, as of the adoption​ ​date (and again on any amendment or termination date) of your 10b5-1 Plan:​ ​o​ ​You are not and, to your knowledge, will not be, aware of MNPI.​ ​o​ ​All trades to be made pursuant to the 10b5-1 Plan (or any amendment thereof)​ ​will be in accordance with applicable SEC rules.​ ​o​ ​You are adopting the 10b5-1 Plan (or any amendment thereof) in good faith and​ ​not as part of a plan or scheme to evade the prohibitions of Section 10(b) of the​ ​Exchange Act and Rule 10b-5 of the Exchange Act.​ ​o​ ​You are acting and will act in good faith with respect to the 10b5-1 Plan (or any​ ​amendment thereof) throughout its duration.​ ​●​ ​Additionally, as a function of your executing a 10b5-1 Plan (or any amendment thereof)​ ​under this Policy, all representations and warranties you make to your broker in the​ ​10b5-1 Plan document shall be deemed automatically made, without any further action​ ​on your part, to the Company, and the Company may rely on those representations and​ ​warranties as if it were a party to your 10b5-1 Plan agreement (or any amendment​ ​thereof).​ ​●​ ​The first trade under the 10b5-1 Plan does not occur:​ ​o​ ​For a Section 16 Insider:​​until the later of (A) 90​​days after adoption of the​ ​10b5-1 Plan (or any amendment thereof) and (B) two business days following​ ​the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for​ ​the completed fiscal quarter in which the 10b5-1 Plan was adopted that​ ​discloses the Company’s financial results (but not to exceed 120 days following​ ​the adoption of the 10b5-1 Plan)​ ​o​ ​For persons other than Section 16 Insiders:​​at least​​90 days after adoption of​ ​the 10b5-1 Plan (or any amendment thereof). These waiting periods are​ ​collectively referred to as the “Cooling-Off Period.”​ ​●​ ​The 10b5-1 Plan is not a single-trade 10b5-1 Plan adopted during the 12-month period​ ​immediately following the person’s adoption of another single-trade 10b5-1 Plan,​ ​subject to the exceptions noted in Rule 10b5-1, which are provided for you in Appendix​ ​B.​ ​●​ ​The 10b5-1 Plan is adopted during a Trading Window and not during any Blackout​ ​Period.​ ​An individual may have no more than one 10b5-1 Plan adopted at any point in time (​​i.e.​​,​ ​multiple concurrent or overlapping plans are prohibited), subject to the exceptions noted in Rule​ ​10b5-1, which are provided for you in Appendix B.​ ​| Page​​7​​of 12 |​

 
​Insider Trading Policy​ ​The 10b5-1 Plan must have a minimum term of one year (starting from when trades may first​ ​occur).​ ​Approval of a 10b5-1 Plan by the CLO (or a designee of the CLO) and/or any acknowledgment of​ ​any party’s 10b5-1 Plan by the Company shall not be considered a determination by us or the​ ​CLO (or a designee of the CLO) that the 10b5-1 Plan satisfies the requirements of Rule 10b5-1.​ ​3.2.2.4. How Do I Modify a 10b5-1 Plan?​ ​Once you have an approved 10b5-1 Plan in place, you will need approval from the CLO (or a​ ​designee of the CLO) to make certain changes to it. Modifying or changing the amount, price or​ ​timing of the purchase or sale of SentinelOne securities underlying the 10b5-1 Plan (or a​ ​modification or change to a written formula or algorithm, or computer program that affects the​ ​amount, price or timing of the purchase or sale of such securities) (any such modification or​ ​change, a “​​Plan Modification​​”) will be deemed to be​​the same as terminating your existing​ ​10b5-1 Plan and entering into a new 10b5-1 Plan. For any Insider, Designated Insider, or Section​ ​16 Insider, the applicable approval process for a Plan Modification is the same as the approval​ ​process for initially adopting a 10b5-1 Plan, including being subject to a new Cooling-Off Period.​ ​SentinelOne discourages you from making multiple Plan Modifications, as that may give the​ ​appearance that you are trading on MNPI under the guise of that plan. Plan Modifications can​ ​only be made during a Trading Window and not during any Blackout Period and only when you​ ​are not in possession of MNPI. For other modifications to a 10b5-1 Plan, you must notify the CLO​ ​(or a designee of the CLO) of such modification in writing at least two business days prior to the​ ​modification and such modification must be approved by the CLO (or a designee of the CLO).​ ​3.2.2.5. How Do I Terminate a 10b5-1 Plan?​ ​Once you have an approved 10b5-1 Plan in place, you will need approval from the CLO to​ ​terminate it.​ ​3.2.3. Other Trading Arrangements​ ​Insiders are not allowed to enter “non-Rule 10b5-1 trading arrangements” (as defined in​ ​Regulation S-K Item 408(c)) unless otherwise approved in advance by the CLO (or a designee of the​ ​CLO).​ ​4. Violations​ ​4.1. There Are Significant Consequences for Violating Insider Trading Laws​ ​The consequences of violating insider trading laws can be severe. People who violate insider trading​ ​laws may be required to disgorge profits made or losses avoided by trading, pay the loss suffered by​ ​the persons who purchased securities from or sold securities to the insider tippee, pay civil fines of​ ​up to three times the profit made or loss avoided, pay a criminal penalty of up to $5 million for​ ​individuals and $25 million for entities, and serve a prison term of up to 20 years. In addition,​ ​individual directors, officers, and other supervisory personnel may also be required to pay major civil​ ​or criminal penalties for failure to take appropriate steps to prevent insider trading by those under​ ​their supervision, influence, or control.​ ​| Page​​8​​of 12 |​

 
​Insider Trading Policy​ ​4.2. Consequences of Violating This Policy​ ​SentinelOne may impose discipline on anyone violating this Policy, up to and including termination of​ ​employment, and SentinelOne may issue stop transfer orders to SentinelOne’s transfer agent to​ ​prevent any attempted trades that would violate this Policy.​ ​4.3. Administration​ ​The CLO will administer and interpret this Policy and enforce compliance as needed. The CLO may​ ​consult with the Company’s outside legal counsel as needed. The CLO may designate other individuals​ ​to perform the CLO’s duties under this Policy.​ ​Neither the Company nor the CLO will be liable for any act made under this Policy. Neither the​ ​Company nor the CLO is responsible for any failure to approve a trade or for imposing any Blackout​ ​Period.​ ​4.4. Reporting Violation​ ​Any Insider who violates this Policy or any federal or state laws governing insider trading or tipping, or​ ​who knows of any such violation by any other Insider, must report the violation immediately to the​ ​CLO. If you want to submit a concern or complaint regarding a possible violation of this Policy​ ​anonymously, you should follow the procedures outlined in SentinelOne’s Whistleblower Policy.​ ​Anyone who violates this Policy may be subject to disciplinary measures, which may include​ ​termination of employment.​ ​5. Changes to This Policy​ ​Our Board reserves the right in its sole discretion to modify or grant waivers to this Policy; provided;​ ​however, that the CLO or his designee may implement changes to this Policy which are purely​ ​administrative in nature. Any amendments or waiver may be publicly disclosed if required by applicable​ ​laws, rules, and regulations. For the avoidance of doubt, unless explicitly stated by the Board, any waiver,​ ​amendment, or modification of this Policy shall not be considered a waiver of the Company’s Code of​ ​Business Conduct and Ethics.​ ​This Policy was initially approved by the Board on May 28, 2021, amended by the Board on the following​ ​dates: June 2, 2022; March 28, 2023; June 6, 2024; and March 19, 2026.​ ​6. Definitions​ ​Term​ ​Definition​ ​Blackout Period​ ​The designated period during which insiders may​​not​​trade​ ​Company securities.​ ​Designated Insiders​ ​Individuals with regular access to MNPI in the course of their​ ​normal jobs. Individuals listed on Appendix A.​ ​Immediate Family Member​ ​Any child, stepchild, parent, stepparent, spouse, domestic partner,​ ​sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,​ ​brother-in-law, or sister-in-law of a person security holder, and​ ​| Page​​9​​of 12 |​

 
​Insider Trading Policy​ ​includes any person (other than a tenant or employee) sharing the​ ​household of that person.​ ​Insider​ ​Employees, contractors, consultants, and Board members, as well​ ​as to their immediate family members, people sharing their​ ​households and anyone subject to their influence or control. It​ ​applies as well to entities such as venture capital funds,​ ​partnerships, trusts, and corporations which are associated or​ ​affiliated with SentinelOne’s employees, contractors, consultants,​ ​and Board members.​ ​Insider Trading​ ​The trading of a company's stocks or other securities by individuals​ ​with access to confidential or non-public information about the​ ​company.​ ​Material Information​ ​Information about the Company, either positive or negative, that a​ ​reasonable stockholder would consider important in deciding to​ ​purchase or sell the Company’s securities.​ ​Material Nonpublic Information​ ​(MNPI)​ ​Material information concerning the Company, any Subsidiary, or​ ​any Affiliate of any of the foregoing or their securities that has not​ ​been disseminated in a manner making it available to investors​ ​generally within the meaning of Regulation FD under the Securities​ ​Act and the Exchange Act.​ ​Nonpublic​ ​Confidential information that has not yet been shared outside of​ ​the Company.​ ​RSU​ ​Restricted Stock Unit​ ​Trading Window​ ​The designated period during which insiders are allowed to trade​ ​securities, which opens after the close of trading on the next full​ ​day following the widespread public release of SentinelOne’s​ ​quarterly or year-end operating results and closes at the close of​ ​trading on the fifteenth calendar day of the third month of the​ ​then-current quarter.​ ​| Page​​10​​of 12 |​

 
​Insider Trading Policy​ ​Appendix A: Designated Insiders​ ​This list of Designated Insiders will be reviewed periodically by the CLO, in conjunction with other​ ​designees and business group leaders, and may be updated as determined by the CLO.​ ​| Page​​11​​of 12 |​

 
​Insider Trading Policy​ ​Appendix B: Exceptions to the Multiple, Overlapping 10b5-1 Plan​ ​Restriction​ ​Exceptions to the Multiple, Overlapping 10b5-1 Plan Restriction​ ​Such exceptions are:​ ​●​ ​An eligible “sell-to-cover” 10b5-1 Plan where such plan authorizes an agent to sell only such​ ​securities as are necessary to satisfy tax withholding obligations arising exclusively from the​ ​vesting of a compensatory award, such as restricted stock or stock appreciation rights, and​ ​the Insider does not otherwise exercise control over the timing of such sales. For the​ ​avoidance of doubt, this exception does not extend to sales incident to the exercise of option​ ​awards.​ ​●​ ​A series of separate contracts with different broker-dealers or other agents acting on behalf​ ​of the person (other than the Company) to execute trades thereunder may be treated as a​ ​single 10b5-1 Plan, provided that the individual constituent contracts with each broker-dealer​ ​or other agent, when taken together as a whole, meet all of the applicable conditions of and​ ​remain collectively subject to the provisions of Rule 10b5-1, including that a modification of​ ​any individual contract acts as modification of the whole 10b5-1 Plan, as defined in Rule​ ​10b5-1(c)(1)(iv). The substitution of a broker-dealer or other agent acting on behalf of the​ ​person (other than the Company) for another broker-dealer that is executing trades pursuant​ ​to a 10b5-1 Plan shall not be a “Plan Modification” as long as the purchase or sales​ ​instructions applicable to the substitute and substituted broker are identical with respect to​ ​the prices of securities to be purchased or sold, dates of the purchases or sales to be​ ​executed, and amount of securities to be purchased or sold.​ ​●​ ​One later-commencing 10b5-1 Plan for purchases or sales of any securities of the Company​ ​on the open market under which trading is not authorized to begin until after all trades under​ ​the earlier-commencing 10b5-1 Plan are completed or expired without execution. However,​ ​the first trade under such later-commencing 10b5-1 Plan must be scheduled after the​ ​“Effective Cooling-Off Period,” or the Cooling-Off Period that would be applicable to the​ ​later-commencing 10b5-1 Plan if the date of adoption of the later-commencing 10b5-1 Plan​ ​were deemed to be the date of termination of the earlier-commencing 10b5-1 Plan.​ ​Exceptions to the Single-Trade 10b5-1 Plan Restriction​ ​There is an exception for eligible “sell-to-cover” 10b5-1 Plans where the plan authorizes an agent to​ ​sell only such securities as are necessary to satisfy tax withholding obligations arising exclusively from​ ​the vesting of a compensatory award, such as restricted stock or stock appreciation rights, and the​ ​Insider does not otherwise exercise control over the timing of such sales.​ ​| Page​​12​​of 12 |​