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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 2025 Credit Agreement.
+Added: Stock Performance Graph
+Added: This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
+Added: The following graph compares (i) the cumulative total stockholder return on our common stock from February 13, 2025 through January 31, 2026 with (ii) the cumulative total return of the Standard & Poor's 500 Index, Standard & Poor's Information Technology Index and the BVP NASDAQ Emerging Cloud Index over the same period, assuming the investment of $100 in our common stock and the reinvestment of dividends.
+Added: The comparisons are based on historical data and are not indicative of, nor intended to forecast, future performance of our common stock.
+Added: Company/Index 2/13/2025 2/25 3/25 4/25 5/25 6/25 7/25
+Added: SailPoint, Inc.
+Added: $ 100.00 $ 109.09 $ 85.23 $ 78.00 $ 80.09 $ 103.91 $ 101.55
+Added: S&P 500 100.00 98.70 93.13 92.50 98.33 103.33 105.64
+Added: S&P 500 Information Technology 100.00 98.67 89.96 91.42 101.38 111.28 117.06
+Added: BVP NASDAQ Emerging Cloud 100.00 90.09 79.81 81.37 88.36 89.15 86.36
+Added: Company/Index 8/25 9/25 10/25 11/25 12/25 1/26
+Added: SailPoint, Inc.
+Added: $ 93.82 $ 100.36 $ 98.55 $ 83.73 $ 91.95 $ 71.32
+Added: S&P 500 107.79 111.72 114.34 114.62 114.69 116.35
+Added: S&P 500 Information Technology 117.46 125.97 133.82 128.08 127.75 125.63
+Added: BVP NASDAQ Emerging Cloud 88.31 86.80 88.42 83.73 86.57 74.50
Recent Sales of Unregistered Securities
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Since January 31, 2023, we have made sales of the following unregistered securities:
−Removed: • 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.
−Removed: • 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.
−Removed: • 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.
−Removed: • 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.
−Removed: • 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.
+Added: • In March 2023, we issued employees and directors an aggregate of approximately 3,151,863.31 Class A Units of SailPoint Parent, LP ("Class A Units") and approximately 688,583.46 Class B Units of SailPoint Parent, LP ("Class B Units") for a total value of $51.7 million.
+Added: • 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 of $147.7 million.
+Added: • 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 $600.0 million.
• 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.
+Added: See Note 1 " Description of Business and Summary of Significant Accounting Policies Description of Business and Summary of Significant Accounting Policies" in the notes to our consolidated financial statements included in this Annual Report for more information regarding the conversion of the Class A Units and Class B Units in connection with our IPO.
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.
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Securities Authorized for Issuance under Equity Compensation Plans
−Removed: As of January 31, 2025, we had no equity compensation plans or individual compensation arrangements under which our equity securities were authorized for issuance.
+Added: The information required by this item with respect to our equity compensation plans is incorporated by reference to our 2026 Annual Report to Stockholders, which includes our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.
Use of Proceeds from Initial Public Offering of Common Stock
On February 12, 2025, the Registration Statement on Form S-1 (File No.
−Removed: 333-284339) (the “Registration Statement”) relating to our IPO was declared effective by the SEC and we priced our IPO.
−Removed: 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).
−Removed: 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.
−Removed: Morgan Stanley & Co.
−Removed: LLC and Goldman Sachs & Co.
−Removed: LLC acted as joint lead book-running managers and representatives of the underwriters.
−Removed: 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.
+Added: 333-284339) relating to our IPO was declared effective by the SEC and we priced our IPO.
+Added: 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 in March 2025, we used $350.0 million to repay the remaining Term Loans in full.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.