SentinelOne, Inc. Stock Compensation Guide

SentinelOne, Inc. compensates eligible employees with restricted stock units (RSUs), an employee stock purchase plan (ESPP), and stock options. The sections below break down how the RSU grants vest and how the ESPP works, then cover the concentration risk and tax questions that come with holding employer stock.

Zac Murphy, CFA, CFP® -- Founder of Waterfall Planning
Zac Murphy, CFA, CFP®

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How SentinelOne, Inc. RSUs work

Vesting schedule

RSUs generally vest quarterly over four years (~1/16 per quarter, 16 tranches), subject to continued service; some new-hire grants use a first-year structure. No long cliff for standard quarterly RSUs.

Refresh grants

Refresh (or "refresher") grants are common here -- employees often receive additional RSU awards over time on top of their initial grant. New grants start their own vesting schedule, so a long-tenured employee can have several overlapping grants vesting at once.

Tax treatment at vesting

RSUs are generally taxed as ordinary income when they vest, not when they are granted. On each vest date, the fair market value of the shares that vest is treated as supplemental wages and appears on your W-2. From that point, the shares are yours; any later change in price is a capital gain or loss measured from the vest-date value, and how long you hold afterward determines whether that gain is short- or long-term. This is general educational information, not tax advice.

Sell-to-cover mechanics

Because tax is due at vesting, most plans use a "sell-to-cover" arrangement: on the vest date a portion of the newly vested shares is automatically sold to cover withholding, and you keep the rest. It is worth knowing that the default withholding on this supplemental income is often a flat federal rate that can be lower than a high earner's actual marginal rate, which can leave a gap at tax time -- a point covered further in the tax section below.

Additional notes

Active mix is overwhelmingly RSUs (broad-based) and PSUs (executives); stock options are essentially pre-IPO legacy holdings, not the active grant vehicle. PSU metrics: Annual Recurring Revenue (ARR), Revenue, and Non-GAAP Operating Margin, measured over multiple one-year periods across four years in four equal annual tranches; payout 0%-225% of target. RSUs settleable in cash, Class A shares, or a combination. Vesting ceases on termination unless the Committee determines otherwise. Double-trigger CIC/severance acceleration for executives (general structure verified). FY ends Jan 31; IPO June 2021. Plan: 2021 Equity Incentive Plan.

How SentinelOne, Inc.'s ESPP works

Discount
15%
off the purchase price
Lookback
6 mo
lower of start or end price
Offering period
6 mo
1 purchase per offering
Contribution cap
15%
of pay, up to $25,000/yr
Plan nameSentinelOne, Inc. 2021 Employee Stock Purchase Plan
Section 423 qualifiedYes -- tax-qualified under IRC Section 423
EligibilityExcludes employees customarily working 20 or fewer hours/week or 5 or fewer months/calendar year; standard Section 423 carve-outs. Broad-based across full-time employees.

Note: Plan has both a Section 423 Component and a Non-Section 423 Component (for non-US/other employees). Offering periods may run up to 27 months with six-month purchase periods (one purchase per six-month purchase period); a new offering generally commences every 6 months.

Have specific questions about how SentinelOne, Inc.'s equity comp applies to your situation?

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Concentration risk: what employees with heavy company stock face

Is a winning stock a reason to keep holding?

Strong past performance is often cited as a reason to diversify rather than concentrate further. Many of the largest single-stock fortunes in market history are also the ones that disappeared. Selling shares to fund a diversified portfolio is a common way investors protect what they've already earned.

How much of a portfolio in one stock is typically considered concentrated?

Many financial planners point to a guideline of keeping any single stock under 10 to 20 percent of total investable assets. Above that level, concentration risk often outweighs the upside, particularly when a paycheck and a portfolio both depend on the same company.

What's the risk of holding company stock long-term?

Employer stock and employment income are correlated. A difficult quarter for the company can affect a portfolio, a bonus, job security, and future equity grants at the same time. Diversification is the standard protection against that kind of compounding downside.

Taxes on RSUs and ESPP shares: what to expect

Why do equity-heavy employees often owe taxes at year-end?

Employers typically withhold 22 percent on supplemental income like RSU vests and ESPP purchases. For employees in higher brackets, actual federal-plus-state tax rates can reach 35 to 40 percent, and the gap shows up as a balance due at filing time.

Are there ways to reduce the tax bill on equity compensation?

Common approaches include spreading large vesting events across calendar years, harvesting capital losses against capital gains, and meeting the qualifying holding period on ESPP shares. The effectiveness of any approach depends on individual income, goals, and the specifics of the equity plan.

Building retirement savings beyond employer stock

What's a common order of operations for excess cash?

A widely cited framework is: capture the full 401(k) match, build an emergency fund, fund an HSA if eligible, pay down high-interest debt, max the 401(k), then move to backdoor Roth IRAs and taxable brokerage. The right order varies by situation, but the framework helps avoid leaving employer benefits unused.

How do short-term and long-term goals fit together?

A common principle is to match the account type to the time horizon. Short-term goals under five years are often held in high-yield savings or short-duration Treasuries. Long-term goals are typically held in diversified equity portfolios. Mismatches in either direction tend to create unnecessary risk or unnecessary drag.

What does diversification typically look like alongside employer stock?

A diversified portfolio usually includes a mix of US stocks, international stocks, and bonds, sometimes with smaller allocations to alternatives. The general principle is that no single position should be large enough to materially change the retirement plan if that position underperforms.

Talk to Zac about your equity comp

Zac Murphy, CFA, CFP® -- Founder of Waterfall Planning
Zac Murphy, CFA, CFP®
CFA charterholder, CFP® professional, and founder of Waterfall Planning

Helps clients build wealth deliberately, through portfolios that match their goals, retirement that arrives on schedule, and tax strategy that keeps more of what they earn.

Schedule a Call

Equity compensation details sourced from https://www.sec.gov/Archives/edgar/data/0001583708/000158370826000031/s-20260513.htm. Last updated June 18, 2026.

This page is for educational purposes only and does not constitute investment, tax, or legal advice, nor a recommendation to buy or sell any security. Equity compensation terms are drawn from public filings and plan documents and may be incomplete or out of date. You may consider consulting a qualified professional and confirming all details with your employer or plan administrator before making decisions. Waterfall Planning is not affiliated with SentinelOne, Inc..