Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock commenced trading on the Nasdaq Global Select Market on February 13, 2025 under the ticker symbol “SAIL.”
Holders of Record
As of March 21, 2025, there were approximately 1,780 stockholders of record of our common stock, and the closing price of our common stock was $20.25 per share as reported on the Nasdaq Global Select Market. Because many shares of our common stock are held by brokers and other institutions as record holders and on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain all of our earnings to finance the growth and development of our business, and we do not currently intend to pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our common stock will be at the discretion of our Board, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our Board considers relevant. In addition, our Credit Agreement places restrictions on our ability to pay cash dividends. See Note 9 “Credit Agreement and Debt” in our notes to our consolidated financial statements included in this Annual Report for more information regarding terms and conditions of the Credit Agreement.
Recent Sales of Unregistered Securities
Set forth below is information regarding securities sold by us within the past three years that were not registered under the Securities Act (without giving effect to the Corporate Conversion (as defined below)). Also included is the consideration, if any, received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.
Since January 31, 2022, we have made sales of the following unregistered securities:
• In connection with the Take-Private Transaction (as defined below), on August 16, 2022, we issued approximately 362,467,732.36 Class A units representing limited partner interests of SailPoint Parent, LP ("Class A Units") and approximately 79,188,048.57 Class B units representing limited partner interests of SailPoint Parent, LP ("Class B Units") for an aggregate of $5,950,501,667 to Thoma Bravo.
• In connection with the Take-Private Transaction, on August 16, 2022, we issued approximately 1,589,850.46 Class A Units and approximately 347,333.27 Class B Units to Mark McClain, our Chief Executive Officer, in exchange for rollover equity of $26,100,000.
• In March 2023, we issued employees and directors an aggregate of approximately 3,151,863.31 Class A Units and approximately 688,583.46 Class B Units for a total value of $51,743,000, of which approximately 2,774,563.17 Class A Units remain outstanding and approximately 606,155.19 Class B Units remain outstanding as of January 31, 2025.
• From June 2023 through January 31, 2025, we granted directors and employees an aggregate of approximately 8,492,521.45 time-based restricted Class B Units, subject to certain participation thresholds, for a total value o f $147,711,283.32, o f which approximately 7,522,647.12 remain outstanding as of January 31, 2025.
• On December 23, 2024, we issued approximately 36,548,286.44 Class A Units and approximately 7,984,676.29 Class B Units to Thoma Bravo for an aggregate purchase price of $600,000,000.
• On January 7, 2025, we issued approximately 19,567.57 Class A Units and approximately 4,274.91 Class B Units to certain of our directors and other equityholders who exercised their preemptive rights under our partnership agreement in connection with Thoma Bravo’s purchase for an aggregate purchase price of approximately $0.3 million.
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The offers and sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act, as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the above securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
None.
Securities Authorized for Issuance under Equity Compensation Plans
As of January 31, 2025, we had no equity compensation plans or individual compensation arrangements under which our equity securities were authorized for issuance.
Use of Proceeds from Initial Public Offering of Common Stock
On February 12, 2025, the Registration Statement on Form S-1 (File No. 333-284339) (the “Registration Statement”) relating to our IPO was declared effective by the SEC and we priced our IPO. Pursuant to the Registration Statement, we registered an aggregate of 60.0 million shares of our common stock, of which 57.5 million shares were sold by us and 2.5 million shares were sold by certain selling stockholders named therein at a price to the public of $23.00 per share (for an aggregate offering price of $1,380.0 million). We received net proceeds of approximately $1,249.1 million, net of approximately $59.5 million of underwriting discounts and commissions and approximately $13.8 million of offering costs. Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC acted as joint lead book-running managers and representatives of the underwriters.
There has been no material change in the planned use of proceeds from our IPO as described in the related prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act, except that we repaid the Term Loan in full.
Item 6. [Reserved]