TOMASELLO ROBIN 4

What Happened
Robin Tomasello, Chief Accounting Officer of SentinelOne (S), had the second tranche of a 2024 performance‑based restricted stock unit (PRSU) award certified on March 23, 2026, resulting in 4,148 PRSUs being earned and settled. On March 25, 2026 Tomasello reported an issuer‑mandated sell‑to‑cover of 1,496 shares at $13.37 each, yielding $20,002. The sale was executed solely to satisfy tax‑withholding obligations and was not a discretionary trade.

Key Details

• Transaction dates and amounts:
  • 2026-03-23: Award/acquisition of 4,148 PRSUs (reported at $0 acquisition price) — second tranche of 2024 PRSU Award, earned at 90.2% of target.
  • 2026-03-25: Sale of 1,496 shares at $13.37 for $20,002 (sell‑to‑cover for taxes).
• Shares remaining after the sell-to-cover: approximately 2,652 shares from this tranche (4,148 vested less 1,496 sold), assuming settlement; filing does not state total shares beneficially owned after the transactions.
• Footnotes of note:
  • The award vesting was performance‑based and required continued service; the second tranche was certified by the compensation committee (F1, F2).
  • Some shares remain subject to forfeiture if vesting conditions are later unmet (F3).
  • The sale was an issuer‑mandated sell‑to‑cover for tax withholding under the equity plan, not a discretionary sale (F4).
• Filing timing: Form 4 was filed March 25, 2026 covering the March 23 certification and March 25 sale (filed within the usual Form 4 reporting window).

Context
A PRSU vesting plus a sell‑to‑cover is a routine insider event: the company certified performance results, shares vested, and the company’s plan required part of the vested shares to be sold to satisfy taxes. This transaction reflects compensation settlement mechanics rather than a voluntary market timing decision by the executive.