What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-19 compared with 2025-03-27 · 458 added, 700 removed, 761 unchanged (60% of the section changed)

11 unchanged sentences

As of January 31, 2026, we do not believe a hypothetical 10% change in interest rates would have a material impact on the value of our cash equivalents.

As of January 31, 2025, we had total indebtedness with an outstanding principal balance of $1.04 billion under our Term Loan.

Borrowings under the Term Loan initially bore interest at an Adjusted Term Secured Overnight Financing Rate ("SOFR") determined by reference to the forward-looking term rate based on the SOFR as administered by the Federal Reserve Bank of New York, plus a credit spread adjustment for interest periods of one month, three months, and six months, respectively, plus in each, 6.00%.

The interest rate on our Term Loan as of January 31, 2025 was 10.52% based on the Adjusted Term SOFR for a three-month interest period.

Upon the repayment of our Term Loan, we have no remaining debt obligations or interest rate risk as of March 27, 2025.

As of January 31, 2026, the Company had no interest rate risk.

Foreign Currency Exchange Risk

16 unchanged sentences

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm s

Report s of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Redeemable Convertible Units and P artners' Deficit (Successor)

Consolidated Statements of Stockholders’ Equity (Predecessor)

Consolidated Statements of Redeemable Convertible Units, Partners' Deficit and Stockholders' Equity

Consolidated Statements of Cash Flows

1 unchanged sentence

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of SailPoint Parent, LP

To the Shareholders and the Board of Directors of SailPoint, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SailPoint Parent, LP and subsidiaries (the Company) as of January 31, 2025 and 2024, the related consolidated statements of operations, redeemable convertible units and partners’ deficit, and cash flows for the two years in the period ended January 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended January 31, 2025, in conformity with U.S.

We have audited the accompanying consolidated balance sheets of SailPoint, Inc.

and subsidiaries (the Company) as of January 31, 2026 and 2025, the related consolidated statements of operations, redeemable convertible units, partners’ deficit and stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 19, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

3 unchanged sentences

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Allocation of Transaction Price to Performance Obligations

Revenue Recognition

Description of the Matter

4 unchanged sentences

How We Addressed the Matter in Our Audit

To test management’s estimation of the standalone selling prices for distinct performance obligations, our audit procedures included, among others, obtaining an understanding of the Company’s various product and service offerings and evaluating management’s application of the revenue recognition accounting requirements to determine which product and service offerings were distinct.

To test management’s determination of relative standalone selling price for performance obligations, we performed audit procedures that included, among others, assessing the appropriateness of the methodology applied including the judgements and assumptions used to determine standalone selling price per service offering, testing the mathematical accuracy of the underlying data and calculations, and testing transactions to corroborate the data underlying the Company’s calculations.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to identify performance obligations and allocate the transaction price to those performance obligations, including controls over determining standalone selling prices and management’s application of the revenue recognition accounting requirements.

Our audit procedures included, among others, assessing the appropriateness of the methodology applied including the judgements and assumptions used to determine standalone selling price per service offering, testing the mathematical accuracy of the underlying data and calculations, and testing transactions to corroborate the data underlying the Company’s calculations.

We also assessed the appropriateness of the related disclosures in the consolidated financial statements.

4 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

SailPoint Parent, LP

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of SailPoint Parent, LP (a Delaware limited partnership) and subsidiaries (the “Company”) (not presented herein) as of January 31, 2023 (Successor), the related consolidated statements of operations, stockholders’ equity (Predecessor), redeemable convertible units and partners’ deficit (Successor), and cash flows for the period August 16, 2022 to January 31, 2023 (Successor) and February 1, 2022 to August 15, 2022 (Predecessor), and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the period August 16, 2022 to January 31, 2023 (Successor) and February 1, 2022 to August 15, 2022 (Predecessor), in conformity with accounting principles generally accepted in the United States of America.

To the Shareholders and the Board of Directors of SailPoint, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited SailPoint, Inc.

and subsidiaries’ internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, SailPoint, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and 2025, the related consolidated statements of operations, redeemable convertible units, partners’ deficit and stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and our report dated March 19, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor from 2010 to 2024.

Louis, Missouri

September 12, 2024 (except Note 1 as it relates to the unit split and the effects thereof, as to which the date is February 4, 2025 and Note 16, as to which the date is March 27, 2025)

SAILPOINT PARENT, LP AND SUBSIDIARIES

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Austin, Texas

March 19, 2026

SAILPOINT, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except units)

(In thousands, except share, per share and unit amounts)

January 31, 2026 January 31, 2025

13 unchanged sentences

Total assets $ 7,597,561 $ 7,411,916

Liabilities, redeemable convertible units and partners' deficit

Liabilities, redeemable convertible units, and stockholders' equity / partners' deficit

Current liabilities

9 unchanged sentences

Commitments and contingencies (Note 8)

Redeemable convertible units, no par value, unlimited units authorized, 499,052,847 and 454,618,712 units issued and outstanding as of January 31, 2025 and 2024, respectively;

aggregate liquidation preference of $8,100,352 and $6,861,381 as of January 31, 2025 and 2024, respectively 11,196,141 5,838,864

Partners' deficit

Redeemable convertible units, no par value, unlimited units authorized, 499,052,847 units issued and outstanding as of January 31, 2025;

aggregate liquidation preference of $ 8,100,352 as of January 31, 2025

Stockholders' equity / partners' deficit

Preferred stock, par value of $ 0.0001 per share, 50,000,000 shares authorized and no shares issued or outstanding as of January 31, 2026

Common stock, par value of $ 0.0001 per share;

1,750,000,000 shares authorized as of January 31, 2026;

563,781,636 shares issued and outstanding as of January 31, 2026

Additional paid in capital 7,096,974 —

Accumulated deficit ( 250,799 ) ( 5,588,440 )

Total partners' deficit (5,588,440) (541,195)

Total liabilities, redeemable convertible units and partners' deficit $ 7,411,916 $ 7,589,732

Total stockholders' equity / partners' deficit

6,846,231 ( 5,588,440 )

Total liabilities, redeemable convertible units, and stockholders' equity / partners' deficit

$ 7,597,561 $ 7,411,916

See accompanying notes to consolidated financial statements.

SAILPOINT PARENT, LP AND SUBSIDIARIES

SAILPOINT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit amounts)

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to February 1, 2022 to

January 31, 2023 August 15, 2022

(In thousands, except per share and per unit amounts)

Year Ended January 31,

2026 2025 2024

Subscription $ 1,010,198 $ 793,919 $ 622,830

Perpetual licenses 400 5,842 10,806 13,841

Services and other 61,218 67,692 76,742

2 unchanged sentences

Subscription 302,367 236,581 205,053

Perpetual licenses 154 2,227 3,718 908

Services and other 78,258 69,152 71,582

13 unchanged sentences

Loss before income taxes ( 325,999 ) ( 376,629 ) ( 512,349 )

Income tax benefit (expense) 60,799 116,982 62,524 (1,663)

Income tax benefit 55,945 60,799 116,982

Net loss $ ( 270,054 ) $ ( 315,830 ) $ ( 395,367 )

Class A yield ( 23,786 ) ( 764,549 ) ( 583,672 )

Net loss attributable to Class B unitholders (1,080,379) (979,039) (433,897)

Loss per unit attributable to Class B unitholders - basic and diluted $ (12.91) $ (12.13) $ (5.46)

Weighted average Class B units outstanding - basic and diluted 83,716 80,746 79,535

Net loss attributable to common stockholders and Class B unitholders ( 293,840 ) ( 1,080,379 ) ( 979,039 )

Net Loss per share attributable to common stockholders and Class B unitholders - basic and diluted $ ( 0.54 ) $ ( 12.91 ) $ ( 12.13 )

Weighted average common shares and Class B Units outstanding, basic and diluted (1)

544,159 83,716 80,746

________________

(1) Amounts for the period during February 2025 prior to the Corporate Conversion have been retrospectively adjusted to give effect to the Corporate Conversion described in Note 1.

These amounts do not consider the shares of common stock sold in the Company's IPO or the Class A Units considered preferred shares that were converted into common stock due to the Corporate Conversion.

The Company did not retrospectively adjust for the effect of the Corporate Conversion for periods prior to fiscal year 2026.

See accompanying notes to consolidated financial statements.

SAILPOINT PARENT, LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE UNITS AND PARTNERS' DEFICIT

SAILPOINT, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE UNITS, PARTNERS' DEFICIT AND STOCKHOLDERS' EQUITY

(In thousands)

Redeemable Convertible Units Additional

capital Accumulated Deficit Total Partners' Deficit

Successor Units Amount

Balance at August 16, 2022 — $ — $ — $ — $ —

Issuance of Class A Units 364,058 3,926,009 — — —

Issuance of Class B Units 79,535 1,862,385 — — —

Net Loss — — — (183,259) (183,259)

Redeemable Convertible Units Common Stock Additional

capital Accumulated Deficit Total Partners' Deficit / Stockholders' Equity

Units Amount Shares Amount

Balance at January 31, 2023 443,593 $ 5,788,394 — — $ — $ ( 183,259 ) $ ( 183,259 )

18 unchanged sentences

Balance at January 31, 2025 495,161 $ 11,196,141 — — $ — $ ( 5,588,440 ) $ ( 5,588,440 )

See accompanying notes to consolidated financial statements.

SAILPOINT PARENT, LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

Preferred stock Common stock Additional

capital Accumulated Deficit Total Stockholders'

Predecessor Shares Amount Shares Amount

Vesting of incentive units into Class B Units 3,049 — — — — — —

Adjustment to reflect redemption value of redeemable convertible Class A Units — 23,787 — — — ( 23,787 ) ( 23,787 )

Adjustment to reflect redemption value of redeemable convertible Class B Units — 229,744 — — — ( 229,744 ) ( 229,744 )

Equity-based compensation expense prior to Corporate Conversion — — — — 862 — 862

Net loss prior to Corporate Conversion — — — — — ( 19,255 ) ( 19,255 )

Effect of Corporate Conversion ( 498,210 ) ( 11,449,672 ) 497,807 50 5,588,396 5,861,226 11,449,672

Issuance of common stock in connection with IPO, net of underwriters’ discounts and commissions and offering costs and tax effects — — 57,500 6 1,251,430 — 1,251,436

Equity-based compensation expense after Corporate Conversion — — — — 256,286 — 256,286

Issuance of common stock upon vesting of restricted stock units and restricted stock — — 8,180 — — — —

Net loss after Corporate Conversion — — — — — ( 250,799 ) ( 250,799 )

Balance at January 31, 2026 — $ — 563,487 $ 56 $ 7,096,974 $ ( 250,799 ) $ 6,846,231

Exercise of stock options — — 156 — 2,825 — 2,825

Restricted stock units vested, net of tax settlement — — 749 — (1,534) — (1,534)

Equity-based compensation expense — — — — 39,554 — 39,554

Common stock issued under employee stock purchase plan — — 134 — 5,435 — 5,435

Net loss — — — — — (149,239) (149,239)

Balance at August 15, 2022 — $ — 94,815 $ 9 $ 533,116 $ (236,701) $ 296,424

See accompanying notes to consolidated financial statements.

SAILPOINT PARENT, LP AND SUBSIDIARIES

SAILPOINT, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to February 1, 2022 to

January 31, 2023 August 15, 2022

Year Ended January 31,

2026 2025 2024

Cash flows from operating activities

2 unchanged sentences

Depreciation and amortization expense 210,774 237,248 263,638

Amortization and write-off of debt discount and issuance costs 12,685 4,152 1,748 1,017

Amortization and write-off of debt issuance costs

17,391 12,685 4,152

Amortization of contract acquisition costs 39,223 24,899 11,519

(Gain) loss on disposal of property and equipment — 36 126 26

Loss (gain) on disposal of property and equipment

Adjustments to contingent consideration

Provision for credit losses 5,353 2,534 1,662

Equity-based compensation expense 31,714 37,469 — 39,554

Equity-based compensation expense, net of amounts capitalized

254,872 31,714 37,469

Deferred taxes ( 72,683 ) ( 71,209 ) ( 124,919 )

Net changes in operating assets and liabilities, net of business acquisitions

Net changes in operating assets and liabilities, net of acquisitions

Accounts receivable ( 86,091 ) ( 41,653 ) ( 57,397 )

7 unchanged sentences

Deferred revenue 105,422 72,855 65,188

Net cash used in operating activities (106,391) (250,354) (269,282) (51,516)

Net cash provided by (used in) operating activities

70,580 ( 106,391 ) ( 250,354 )

Cash flows from investing activities

2 unchanged sentences

Capitalized software development costs ( 12,850 ) ( 8,219 ) —

Payments for asset acquisition

( 16,729 ) — —

Purchase of intangible assets

— — ( 1,900 )

Business acquisitions, net of cash acquired — ( 15,377 ) ( 8,218 )

2 unchanged sentences

Proceeds from issuance of units — 600,321 51,743

Proceeds from issuance of long-term debt — — 1,590,000 —

Payment of debt issuance costs — — (33,052) —

Settlement of capped calls — — 111,376 —

Proceeds from IPO, net of underwriting discounts and commissions

1,259,681 — —

Proceeds from revolving line of credit — 25,000 —

Repayments to revolving line of credit — ( 25,000 ) —

Repayment of term loan (550,000) — (903,942) —

Payments of deferred offering costs (2,892) — — —

Payment for taxes related to net share settled restricted stock units — — — (1,534)

Proceeds from employee stock purchase plan — — — 5,435

Net proceeds from exercise of stock options — — — 2,825

Repayment of Term Loans

( 1,040,000 ) ( 550,000 ) —

Payment of debt issuance costs ( 2,716 ) — —

Payments of deferred offering costs, net

( 8,618 ) ( 2,892 ) —

Payments related to holdback and contingent consideration

( 6,375 ) — —

Repurchase of units — ( 6,172 ) ( 1,311 )

Net cash provided by financing activities

201,972 41,257 50,432

Net change in cash, cash equivalents and restricted cash 236,996 ( 94,078 ) ( 212,586 )

1 unchanged sentence

Cash, cash equivalents and restricted cash, end of period $ 361,386 $ 124,390 $ 218,468

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to February 1, 2022 to

January 31, 2023 August 15, 2022

Year Ended January 31,

2026 2025 2024

Supplemental cash flow information:

Cash paid for:

Interest $ 152,171 $ 182,029 $ 66,018 $ 327

Income taxes, net of refunds 12,948 5,584 2,135 2,902

Cash paid for interest

$ 37,069 $ 152,171 $ 182,029

Cash paid during the period for income taxes, net of refunds:

State and local

Total cash paid during the period for income taxes

$ 6,892 $ — $ —

Cash paid during the period for income taxes(prior to ASU 2023-09)

$ — $ 12,948 $ 5,584

Individual jurisdictions equaling 5% or more of the total income taxes paid (net of refunds) for the year ended January 31, 2026 include Australia at $ 0.9 million, Brazil at $ 0.6 million, India at $ 1.6 million, Mexico at $ 0.7 million, and United Kingdom $ 0.9 million.

Cash paid for amounts included in the measurement of lease liabilities:

1 unchanged sentence

Supplemental disclosure of noncash investing and financing activities:

Adjustment to reflect the redemption value of the redeemable convertible units and incentive units 4,761,878 — — —

Effect of Corporate Conversion

$ 11,449,672 $ — $ —

Adjustment to reflect the redemption value of the redeemable convertible units

$ 253,531 $ 4,761,878 $ —

Capitalized equity-based compensation included in property and equipment, net

$ 2,276 $ — $ —

Contingent and holdback consideration included in accrued expenses and other liabilities

$ 1,750 $ 6,375 $ —

Deferred offering costs included in accounts payable and accrued expenses and other liabilities

$ — $ 6,994 $ —

Operating lease right of use assets obtained in exchange for lease liabilities

4 unchanged sentences

Total cash, cash equivalents, and restricted cash in the consolidated statements of cash flows

$ 361,386 $ 124,390 $ 218,468

See accompanying notes to consolidated financial statements.

SAILPOINT PARENT, LP AND SUBSIDIARIES

SAILPOINT, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Description of Business and Summary of Significant Accounting Policies

SailPoint Parent, LP (the “Company”) was formed as a Delaware limited partnership in April 2022 and is a holding company that, through its subsidiaries, owns all of the outstanding partnership units of SailPoint Intermediate Holdings III, LP (“Holdings”), a Delaware limited partnership, that was formed in June 2022.

The Company is an affiliated entity of Thoma Bravo.

On August 16, 2022 (the “Closing Date” or “Merger Date”), Holdings closed on the Agreement and Plan of Merger (the “Merger Agreement”) by and among Holdings, SailPoint Technologies Holdings, Inc.

(“Technologies Holdings”), and Project Hotel California Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdings (“Merger Sub”).

Pursuant to the Merger Agreement, Merger Sub merged with and into Technologies Holdings (the “Merger”), with Technologies Holdings surviving the Merger as a wholly owned subsidiary of Holdings.

The Company did not have any significant operations prior to the Merger.

Subsequent to the Merger, the Company succeeded substantially all of the business of Technologies Holdings and Technologies Holdings is viewed as the predecessor to the Company (the “Predecessor”).

Accordingly, these consolidated financial statements include certain historical consolidated financial and other data of the Predecessor for periods prior to the completion of the business combination.

Periods subsequent to the Merger Date reflect the financial statements of the Company after the business combination (the "Successor”).

The consolidated financial statements and footnotes include a black line division between the columns titled “Predecessor” and “Successor” to signify that the amounts shown for the periods prior to and following the Merger are not comparable.

The Predecessor has recorded all expenses that were contingent on the closing of the Merger in the Predecessor period.

See Note 5 for additional information on the Merger.

On February 12, 2025, in connection with our initial public offering ("IPO"), SailPoint Parent, LP converted into a Delaware corporation pursuant to a statutory conversion and changed its name to SailPoint, Inc.

(the "Corporate Conversion").

The purpose of the Corporate Conversion was to reorganize the Company's corporate structure so that the entity offering its securities to the public in the IPO would be a corporation rather than a limited partnership.

References in this Annual Report on Form 10-K to “SailPoint,” the “Company,” “we,” “us” and “our” (i) for periods prior to the Corporate Conversion, refer to SailPoint Parent, LP and, where appropriate, its consolidated subsidiaries and (ii) for periods after the Corporate Conversion, refer to SailPoint, Inc.

and, where appropriate, its consolidated subsidiaries.

In conjunction with the Corporate Conversion, all of the Company's outstanding partnership units were converted into an aggregate of 499,060,464 shares of our common stock.

The number of shares of common stock issuable to holders of Class A Units of SailPoint Parent, LP ("Class A Units") and holders of Class B Units of SailPoint Parent, LP ("Class B Units") in connection with the Corporate Conversion were determined pursuant to the applicable provisions of the plan of conversion.

The Company continues to be controlled by Thoma Bravo UGP, LLC (together with its affiliated entities, "Thoma Bravo") following the Corporate Conversion.

After giving effect to the Corporate Conversion and the closing of the Company's IPO, Thoma Bravo controlled approximately 86.2 % of the voting power of the Company.

As a result of the Corporate Conversion, SailPoint, Inc.

succeeded to all of the property and assets of SailPoint Parent, LP and succeeded to all of the debts, obligations and liabilities of SailPoint Parent, LP.

SailPoint, Inc.

is governed by a certificate of incorporation filed with the Delaware Secretary of State.

The consolidated financial statements and footnotes give effect to the Corporate Conversion on a prospective basis as of the conversion date.

The Company conducts business as SailPoint and delivers solutions to enable comprehensive identity security for the enterprise.

For ease of reference, the terms “SailPoint,” or the “Company” as used in this report refer to both the Predecessor and the Successor and their respective subsidiaries.

On January 31, 2025, the Company effected a 60.91 -for-1 forward unit split and a 0.45 -for-1 reverse unit split of the Company’s Class A Units and Class B Units, respectively.

2 unchanged sentences

Completion of Initial Public Offering

On February 12, 2025, the Company closed its initial public offering (IPO) of 60.0 million shares of its common stock at an initial offering price to the public of $23.00 per share for an aggregate offering price of $1.380.0 million.

The Company received net proceeds of approximately $1,249.1 million, net of the underwriting discounts, commissions and offering costs.

Corporate Conversion

Prior to February 12, 2025, the Company was a Delaware limited partnership named SailPoint Parent, LP.

On February 12, 2025, concurrent with the closing of its IPO, SailPoint Parent, LP converted into a Delaware corporation pursuant to a statutory conversion and changed its name to SailPoint, Inc.

The purpose of the Corporate Conversion was to reorganize the Company's corporate structure so that the entity that is offering its common stock to the public is a corporation rather than a limited partnership and so that the Company's existing equity holders own the Company's common stock rather than partnership interests in a limited partnership.

In conjunction with the Corporate Conversion, all of the Company's outstanding partnership units were converted into an aggregate of 499,060,464 shares of our common stock.

The number of shares of common stock issuable to holders of Class A Units and holders of Class B Units in connection with the Corporate Conversion were determined pursuant to the applicable

provisions of the plan of conversion.

The Company continues to be controlled by Thoma Bravo following the Corporate Conversion.

After giving effect to the Corporate Conversion and the closing of its IPO, Thoma Bravo controls approximately 86.2% of the voting power of the company.

As a result of the Corporate Conversion, SailPoint, Inc.

succeeded to all of the property and assets of SailPoint Parent, LP and succeeded to all of the debts and obligations of SailPoint Parent, LP.

SailPoint, Inc.

is governed by a certificate of incorporation filed with the Delaware Secretary of State.

The consolidated financial statements and footnotes do not give effect to the Corporate Conversion.

On February 14, 2025, the Company closed its IPO of 60.0 million shares of its common stock, of which 57.5 million shares were sold by the Company and 2.5 million shares were sold by certain selling stockholders, at an initial offering price to the public of $ 23.00 per share for an aggregate offering price of $ 1.4 billion.

The Company received net proceeds of approximately $ 1.2 billion, net of approximately $ 62.8 million of underwriting discounts and commissions and approximately $ 11.5 million of offering costs, net.

The Company also realized a tax benefit of $ 3.2 million and recorded it as part of additional paid-in capital in the consolidated balance sheets as of January 31, 2026.

Basis of Presentation

The accompanying consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of SailPoint Parent, LP and its subsidiaries.

The consolidated financial statements include the accounts of SailPoint, Inc and its subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

For the year ended January 31, 2026, the Company has begun presenting "perpetual license revenue" and "cost of perpetual license revenue" as part of "revenue - services and other" and "cost of revenue - services and other", respectively, as the amounts were not material and has recast prior year amounts accordingly.

The Company has not entered into transactions that require presentation as other comprehensive income (loss).

comprehensive income (loss) is equal to net income (loss) for all periods presented.

The Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Maker (CODM) for making decisions and assessing performance as the source of our reportable segments.

The measure used by our CODM for evaluating the Company's overall performance and inform resource allocation to support strategic priorities that is most consistent with GAAP is net loss.

Significant expense categories regularly provided to the CODM are those disclosed in the consolidated financial statements and related notes.

Use of Estimates

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The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events.

In particular, the Company makes estimates with respect to the fair value allocation of multiple performance obligations in revenue recognition, the expected period of benefit of contract acquisition costs, the assumptions underlying the fair value used for equity-based compensation expense, and estimated useful lives and impairment of intangible assets and goodwill arising from business combinations and the assumptions underlying the fair value used for the redemption value of the redeemable convertible units.

In particular, the Company makes estimates with respect to the fair value allocation of multiple performance obligations in revenue recognition, the expected period of benefit of contract acquisition costs, the assumptions underlying the fair value used for equity-based compensation expense for awards prior to the Company's IPO, and estimated useful lives and impairment of intangible assets and goodwill arising from business combinations and the assumptions underlying the fair value used for the redemption value of the redeemable convertible units issued prior to the Company's IPO.

Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation.

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The Company considers all highly liquid investments with an original maturity of three months or less from date of purchase to be cash equivalents.

The Company is required to maintain cash collateral for an unconditional standby letter of credit in the amount of $2.8 million related to the Company’s corporate headquarters lease.

The Company is required to maintain cash collateral for an unconditional standby letter of credit in the amount of $ 2.7 million related to the Company’s corporate headquarters lease, and this amount predominantly represents the Company's total restricted cash.

Fair Value of Financial Instruments

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No customer accounted for more than 10% of revenue during the year ended January 31, 2026, 2025 and 2024.

No customer represented more than 10% of revenue during the Successor and Predecessor periods presented.

The Company does not experience concentration of credit risk in foreign countries as no foreign country represents more than 10% of the Company’s consolidated revenues or net assets.

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The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated acquisition-date fair values.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

The excess of the fair value of purchase

consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

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Internal Use Software Development Costs

Costs to develop software internally are capitalized and recorded as a component of property and equipment, net.

Costs to develop software internally related to the Company's products are capitalized and recorded as a component of property and equipment, net.

The Company capitalizes qualifying costs associated with internally-developed software incurred during the application development stage.

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Capitalized costs are amortized on a project-by-project basis using the straight-line method over an estimated useful life of six years and is recorded as cost of subscription revenue in the consolidated statements of operations.

The Company capitalized internal use software development costs of $8.2 million for the year ended January 31, 2025.

There were no amounts capitalized for the year ended January 31, 2024 and for the Successor and Predecessor periods of 2023.

Amortization expense was $0.4 million for the year ended January 31, 2025 and is included in cost of subscription revenue in the consolidated statements of operations.

The Company capitalized internal use software development costs of $ 15.1 million and $ 8.2 million for the year ended January 31, 2026 and 2025, respectively.

Amortization expense was $ 1.7 million and $ 0.4 million for the years ended January 31, 2026 and 2025, respectively, and is included in cost of subscription revenue in the consolidated statements of operations.

There was no amount recorded for amortization expense for the year ended January 31, 2024.

Capitalized Implementation Costs

Costs to implement cloud computing hosting arrangements are capitalized and amortized using the straight-line method over the expected term of the arrangement, including periods which are reasonably expected to be renewed.

Costs include direct costs for third-party consulting services.

Costs include direct costs for third-party consulting services supporting the implementation.

Software maintenance and training costs are expensed in the period in which t he services are received.

Capitalized costs, net of accumulated amortization, are included in prepayments and other non-current assets.

The Company capitalized implementation costs of $5.8 million for the year ended January 31, 2025.

Amounts for the year ended January 31, 2024, and for the Successor and Predecessor periods of 2023 were not material.

Amortization expense was $1.4 million for the year ended January 31, 2025.

Amortization expense for the year ended January 31, 2024, and the Successor and Predecessor periods in 2023 was not material.

The Company capitalized implementation costs of $ 1.3 million and $ 5.8 million for the year ended January 31, 2026 and 2025, respectively .

Amortization expense was $ 1.7 million and $ 1.4 million for the year ended January 31, 2026 and 2025, respectively .

Amortization expense for the year ended January 31, 2024 was not material.

Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, accounting, consulting, and other fees related to the Company’s IPO are capitalized in prepayments and other current assets on the consolidated balance sheets.

The deferred offering costs will be offset against IPO proceeds upon the consummation of an IPO.

There were deferred offering costs of $9.7 million as of January 31, 2025.

The deferred offering costs were offset against IPO proceeds upon the consummation of the IPO.

There were no deferred offering costs as of January 31, 2026.

There were deferred offering costs of $ 9.7 million as of January 31, 2025.

Revenue Recognition

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The Company typically invoices the customer in advance and in annual installments.

Perpetual License Revenue

Perpetual licenses provide customers with the same functionality as term licenses but differs primarily in duration of the license.

Revenues from license performance obligations are generally recognized upfront at the point in time when the customer has taken control of the software license.

All license transactions include maintenance and support performance obligations, which are recognized as subscription revenue.

Services and Other Revenue

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For fixed price contracts, the Company uses a cost-based input method as the measure of progress toward satisfying the performance obligation.

Services and other revenue also consists of perpetual licenses that provide customers with the same functionality as term licenses but differs primarily in duration of the license.

Revenues from license performance obligations are generally recognized upfront at the point in time when the customer has taken control of the software license.

All license transactions include maintenance and support performance obligations, which are recognized as subscription revenue.

For the year ended January 31, 2026, the Company has begun presenting perpetual license revenue as part of services and other revenue due to amounts no longer being significant and has recast prior year amounts accordingly.

Contracts with Multiple Performance Obligations

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The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis.

Judgement is required to determine the SSP for each distinct performance obligation.

Judgment is required to determine the SSP for each distinct performance obligation.

The Company typically determines SSP based on observable prices for performance obligations when sold separately.

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The Company defers these costs and amortizes them over the expected period of benefit provided.

The Company typically pays sales commissions for both initial and follow-on sales of perpetual licenses, inclusive of initial maintenance and support, term subscriptions and SaaS subscriptions.

Initial commissions are allocated to each performance obligation within the contract.

The portion allocated to the perpetual license element is expensed at the time the license is delivered.

Commissions allocated to the remaining elements are deferred and amortized over the expected period of benefit which the Company has determined to be five years.

The Company typically pays sales commissions for both initial and follow-on sales of term subscriptions and SaaS subscriptions.

Commissions for subscriptions are amortized over the expected period of benefit which the Company has determined to be five years.

Commissions for renewals of subscription offerings are amortized over each renewal’s expected period of benefit.

The Company determines the period of benefit by taking into consideration customer contracts, customer turnover rates, the life of the Company’s technology and other factors.

The Company does not pay sales commissions on renewals of maintenance and support agreements related to perpetual licenses.

Beginning in the year ended January 31, 2024, we ceased paying sales commissions on perpetual licenses as we focused on selling subscriptions.

The portion of contract acquisition costs that the Company anticipates will be recognized within twelve months is recorded as current contract acquisition costs and the remaining portion is recorded as non-current contract acquisition costs in the consolidated balance sheets.

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Cost of Subscription Revenue .

Cost of subscription revenue consists primarily of employee-based costs (which consists of salaries, benefits, bonuses, and equity-based compensation and allocated overhead) of the customer support organization, contractor costs to supplement staff levels, amortization expense for developed technology acquired, amortization expense for capitalized software development costs, third party royalties, and third-party cloud-based hosting costs.

Cost of Perpetual License Revenue .

Cost of perpetual license revenue consists of amortization expense for developed technology acquired, and third-party royalties.

Cost of Services and Other Revenue .

Cost of services and other revenue consists primarily of employee-based costs of professional services and training organizations, travel-related costs and contractor costs to supplement staff levels.

Cost of services and other revenue consists primarily of (1) employee-based costs of professional services and training organizations, travel-related costs, facilities costs and contractor costs to supplement staff levels;

and (2) amortization expense for developed technology acquired, and third-party royalties related to perpetual licenses.

For the year ended January 31, 2026, the Company has begun presenting cost of perpetual license revenue as part of cost of services and other revenue due to amounts no longer being significant and has recast prior year amounts accordingly.

Research and Development Expenses

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Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel costs and the related overhead costs to support the Company’s staff, costs for events and travel, costs of general marketing and promotional activities, payment processing fees, and allocated facilities and overhead costs.

Sales and marketing expenses consist primarily of personnel costs (which includes commissions) and the related overhead costs to support the Company’s staff, costs for events and travel, costs of general marketing and promotional activities, payment processing fees, and allocated facilities and overhead costs.

General and Administrative Expenses

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Advertising costs are expensed as incurred and are included in sales and marketing expense.

Advertising expenses were approximately $25.5 million, $22.3 million, $11.9 million, and $8.1 million for the years ended January 31, 2025 and 2024, and the Successor and Predecessor periods in 2023, respectively.

Advertising expenses were approximately $ 33.4 million, $ 25.5 million, and $ 22.3 million for the years ended January 31, 2026, 2025, and 2024, respectively.

Redeemable Convertible Units

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The Class A and Class B Units were recorded at the original issue price.

The Company adjusted the carrying values of the Class A and Class B Units to the redemption value that represents the fair value associated with such deemed liquidation events as the closing of the IPO was considered probable as of January 31, 2025.

The Company adjusted the carrying values of the Class A and Class B Units to the redemption value that represents the fair value associated with such

deemed liquidation events as the closing of the IPO was considered probable as of January 31, 2025.

See Note 12 for additional information.

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Equity-Based Compensation

Successor Period

In connection with the Merger, unvested stock options and restricted stock units on the Closing Date were converted to contingent rights to receive an amount in cash.

The cost of the cash-settled awards is expensed straight-line over the vesting period.

Since the IPO, the Company predominantly grants service-based restricted stock units (“RSUs”) to employees, directors, and nonemployees.

The Company recognizes equity-based compensation expense for its awards on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values.

The fair value of RSUs is estimated on the date of grant based on the fair value of the Company’s common stock.

The Company recognizes the effect of forfeitures in equity-based compensation expense based on actual forfeitures when they occur.

During the years ended January 31, 2025 and 2024, service-based and performance based incentive units were granted to employees, directors, and non-employees.

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Increases to the carrying value of the incentive units are charged to retained earnings, or in the absence of retained earnings, to additional paid in capital, or in the absence of additional paid in capital, to accumulated deficit.

Predecessor Period

The Company granted service-based stock options and restricted stock units to employees, directors, and nonemployees.

The Company estimated the fair value of stock options granted using the Black-Scholes option-pricing model, which required the Company to estimate the expected term, fair value of common stock, expected volatility, risk-free interest rate, and dividend yield.

The fair value of restricted stock units were estimated on the date of grant based on the fair value of the Company’s common stock.

Equity-based compensation expense associated with the Company’s Employee Stock Purchase Plan (“ESPP”) was measured at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period.

Foreign Currency

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dollars when incurred.

Remeasurement losses in currencies other than the functional currency were $3.8 million, $2.9 million, $1.0 million, and $2.0 million for the years ended January 31, 2025 and 2024, and the Successor and Predecessor periods in 2023, respectively.

The Successor is a limited partnership and is not taxable for federal and most state income tax purposes.

As a result, the Successor’s earnings or losses, to the extent not included in a taxable subsidiary, for federal and most state purposes are included in the tax returns of the individual partners.

Net earnings for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial basis of assets and liabilities, differences between the tax accounting and financial accounting treatment of certain items, and due to allocation requirements related to taxable income under the Company’s partnership agreement.

The Successor conducts certain activities through corporate subsidiaries which are subject to federal, state, local and foreign income taxes.

The Predecessor was a corporation subject to federal and state taxes.

The Company and its subsidiaries account for income taxes under the asset and liability method.

Remeasurement losses in currencies other than the functional currency were $ 2.5 million, $ 3.8 million and $ 2.9 million in January 31, 2026, 2025 and 2024, respectively.

The Company accounts for income taxes under the asset and liability method.

Under this method, deferred tax assets and liabilities are recognized for expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

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The implicit rates within the operating leases are generally not determinable and therefore the Company uses the incremental borrowing rate at the lease commencement date to determine the present value of lease payments.

The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that the Company is

reasonably certain to exercise.

The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that the Company is reasonably certain to exercise.

Lease expense is recognized on a straight-line basis over the lease term.

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The Company’s non-lease components are primarily related to property taxes, insurance and maintenance costs, which are typically variable in nature, and are expensed in the period incurred.

Net Loss Per Unit

The Company considers its redeemable convertible Class A Units to be preferred stock in the computation of basic net loss per unit because the Class A Units have dividend rights, preference upon liquidation, and do not share in the residual distributions with the Class B Units.

Therefore, the Class B Units are subordinated to the Class A Units.

The Class B Units are considered common stock (“common units”).

Basic net loss per unit attributable to common unitholders is computed by dividing the net loss attributable to common unitholders by the weighted-average number of common units outstanding during the period, without the consideration for potential dilutive common units.

For the purpose of calculating basic net loss per unit, the Company calculated the net loss attributable to common unitholders by adjusting the net loss to include the yield earned during the applicable period on Class A Units.

Net Loss Per Share/Unit Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without the consideration of potential dilutive common shares.

For purposes of calculating net loss per share attributable to common stockholders for the year ended January 31, 2026 (during which a portion of the period preceded the IPO), the Company retrospectively applied the effects of the Corporate Conversion to the Class B Units.

The Class B Units were included in the net loss per share calculations.

For the periods that preceded the IPO and Corporate Conversion, the weighted-average number of common shares / units outstanding excludes the common stock sold in the IPO and the Class A Units outstanding.

The Company calculated the net loss attributable to common stockholders by adjusting the net loss to include the yield earned by the Class A Units through the Corporate Conversion.

The Company did not retrospectively adjust for the effect of the Corporate Conversion for periods prior to fiscal year 2026.

For the year ended January 31, 2025, the Class A yield included $ 644.2 million of yield earned during the period and a deemed dividend of $ 120.4 million.

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Refer to Note 11 for further details regarding the Class A yield.

Dilutive net loss per unit is computed by giving effect to all of the Company’s potential common units outstanding of the Company’s Class B Units to the extent the potential shares are dilutive.

Basic and diluted net loss per unit were the same as the inclusion of all potential units of the Company’s common units would have been anti-dilutive.

As of January 31, 2025 and 2024, there were 3.9 million and 5.7 million, respectively, of unvested incentive units that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive.

As of January 31, 2023, there were no antidilutive securities as the incentive units were not yet granted.

Net losses for the Predecessor period from February 1, 2022 to August 15, 2022 were entirely attributable to Predecessor shareholders.

Additionally, due to the impact of the Merger, the Company’s capital structures for the Successor and Predecessor periods are not comparable.

As a result, the presentation of loss per share for the periods prior to such transaction is not meaningful.

Dilutive net loss per share and per unit is computed by giving effect to all of the Company’s potential common shares outstanding to the extent the potential shares are dilutive.

Basic and diluted net loss per share and per unit was the same, and the inclusion of all potential shares and per unit of the Company’s common stock would have been anti-dilutive.

As of January 31, 2026, there was 12.1 million of unvested restricted stock units and restricted stock that could have potentially diluted basic EPS in the future that were not included in the computation of diluted EPS.

Prior to the Company's IPO and as of January 31, 2025

and 2024, there were 3.9 million and 5.7 million, respectively, of unvested incentive units that would have potentially diluted basic EPS in the future that were not included in the computation of diluted EPS.

Recently Adopted Accounting Pronouncements

Accounting Standards Update 2023-09

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , (“ASU 2023-09”), which requires public business entities on an annual basis to disclose specific categories in a tabular rate reconciliation and provide additional information for reconciling items that meet a five percent quantitative threshold.

Additionally, the ASU requires all entities to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions where income taxes paid are equal to or greater than five percent of total income taxes paid.

The Company adopted this standard on a prospective basis and it did not have a material impact on its consolidated financial statements other than expanded income tax disclosures.

Accounting Standards Update 2023-07

In November 2023, the FASB issued ASU-2023-07, Improvements to Reportable Segment Disclosures , (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis.

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Accounting Standards Update 2025-06

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

ASU 2023-09 is effective for annual periods beginning after December 15, 2025.

Early adoption is permitted and the updated guidance should be applied on a prospective basis, with a retrospective application permitted in the financial statements.

In September 2025, the FASB issued ASU-2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06") , which amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software .

The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of the new standard on its consolidated financial statements and related disclosures.

Accounting Standards Update 2025-05

In March 2024, the FASB issued ASU 2024-01, Compensation-Stock Compensation (Topic 718):

Scope Applications of Profits Interests and Similar Awards , (“ASU 2024-01”), which provides illustrative guidance on how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other GAAP.

ASU 2024-01 is effective for annual periods beginning after December 15, 2025.

Early adoption is permitted and may be adopted prospectively or retrospectively.

The Company is currently evaluating the impact of the new standard on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU-2025-05, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which amends Topic 326 to provide a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

Specifically, in developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

Entities should apply the new guidance prospectively.

The Company is currently evaluating the impact and does not expect the adoption of this standard to have a material impact on its consolidated financial statements or disclosures.

Accounting Standards Update 2024-03

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The following table presents the Company’s revenue disaggregated by subscription product categories (in thousands):

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

Year Ended January 31,

2026 2025 2024

SaaS $ 602,149 $ 444,595 $ 312,259

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Total Subscription 1,010,198 793,919 622,830

Perpetual licenses 400 5,842 10,806 13,841

Services and other 61,218 67,692 76,742

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The following table summarizes the revenue the Company recognizes at a point in time and over time (in thousands):

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

Year Ended January 31,

2026 2025 2024

Revenue recognized at a point in time $ 160,265 $ 110,479 $ 106,450

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A summary of the activity impacting contract acquisition costs is presented below (in thousands):

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

Year Ended January 31,

2026 2025 2024

Beginning Balance $ 127,104 $ 80,325 $ 30,128

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Ending Balance $ 165,530 $ 127,104 $ 80,325

There were no material impairments of contract acquisition costs for the years ended January 31, 2025 and 2024, and the Successor and Predecessor periods in 2023.

There were no material impairments of contract acquisition costs for the years ended January 31, 2026, 2025, and 2024.

Contract Balances

Deferred revenue consists primarily of payments received in advance of revenue recognition under the Company’s contracts with customers.

Revenue recognized during the reporting periods that was previously defer red was $339.6 million, $272.3 million, $60.7 million, and $153.6 million, for the years ended January 31, 2025 and 2024, and the Successor and Predecessor periods in 2023, respectively.

Contract liabilities consist of deferred revenue and include payments received in advance of revenue recognition under the Company’s contracts with customers.

Revenue recognized during the reporting periods that was previously defer red was $ 413.7 million and $ 339.6 million, and $ 272.3 million, for the years ended January 31, 2026, 2025, and 2024, respectively.

Remaining Performance Obligations

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The following tables present the changes in the allowance for expected credit losses for accounts receivable measured at amortized cost (in thousands):

Successor Predecessor

January 31, 2025 January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

2026 2025 2024

Beginning Balance $ 192 $ 1,185 $ 733

Provision for credit losses 2,507 3,604 1,376 400

Provision for credit losses, net of recoveries

5,305 2,507 3,604

Write-offs ( 4,587 ) ( 3,500 ) ( 3,152 )

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The following tables present the changes in the allowance for expected credit losses for contract assets measured at amortized cost (in thousands):

Successor Predecessor

January 31, 2025 January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

2026 2025 2024

Beginning Balance $ 168 $ 141 $ 1,453

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Money market funds $ 308,535 $ — $ — $ 308,535

$ 81,972 $ — $ — $ 81,972

Contingent consideration

$ — $ — $ 5,700 $ —

Total liabilities

$ — $ — $ 5,700 $ —

Total cash equivalents $ 308,535 $ — $ — $ 308,535

January 31, 2025

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Money market funds $ 81,972 $ — $ — $ 81,972

Total assets $ 181,202 $ — $ — $ 181,202

The Company’s carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses are considered Level 1 and approximate their fair values due to their short maturities as of January 31, 2025 and 2024 and are excluded from the fair value tables above.

The carrying value of debt is considered Level 1 and approximates fair value.

As of January 31, 2025, the Company measured its contingent consideration associated with its Imprivata acquisition, on a recurring basis using significant unobservable inputs, classified as Level 3.

Total cash equivalents $ 81,972 $ — $ — $ 81,972

Contingent consideration $ — $ — $ 5,700 $ 5,700

Total liabilities $ — $ — $ 5,700 $ 5,700

The Company’s carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses are considered Level 1 and approximate their fair values due to their short maturities as of January 31, 2026 and January 31, 2025 and are excluded from the fair value tables above.

The carrying value of debt at January 31, 2025 is considered Level 1 and approximates fair value.

The Company measured the fair value of the contingent consideration associated with its Imprivata acquisition on a recurring basis using significant unobservable inputs, classified as Level 3.

The Company recorded the contingent consideration at its fair value on the acquisition date.

The Company determined the fair value of contingent consideration using a probability weighted discounted cash flow method.

Each reporting period thereafter, the obligation are revalued and changes in their fair values are recorded within sales and marketing expenses within the consolidated statements of operations.

Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the estimated or actual achievement of the defined milestones.

Each reporting period thereafter, the obligation is revalued and changes in its fair values are recorded within sales and marketing expenses within the consolidated statements of operations.

Changes in the fair

value of the contingent consideration can result from changes in assumed discount periods and rates and from changes pertaining to the estimated or actual achievement of the defined milestones.

Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period.

Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the fair value and corresponding changes in fair value of the contingent consideration the Company records in any given period.

As of January 31, 2025, there was not any material change in the fair value of the contingent consideration since the Imprivata acquisition date.

See Note 5 for additional information on the Imprivata acquisition.

The estimated fair value of the contingent consideration was determined with the following key inputs as of the acquisition date and is consistent with those as of January 31, 2025:

During the year ended January 31, 2026, the Company remeasured the fair value of the contingent consideration associated with the Imprivata acquisition of $ 5.7 million reported as of January 31, 2025.

This remeasurement resulted in a $ 1.6 million increase to the obligation, with the additional expense recorded in sales and marketing expenses within the consolidated statements of operations for the year ended January 31, 2026.

The fair value of the contingent consideration was determined using a 99 % probability of achievement with no additional discount rate due to the short-term expected timing of payment.

The contingent consideration balance of $ 7.3 million was fully settled during August 2025.

The estimated fair value of the contingent consideration associated with the Imprivata acquisition was determined with the following key inputs:

January 31, 2025

Probability of achievement

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Discount rate

There were no transfers between fair value measurement levels during the year ended January 31, 2025 and 2024.

The consolidated financial statements as of January 31, 2024 do not include any nonrecurring fair value measurements relating to assets or liabilities.

The estimated fair value of the contingent consideration of $ 0.2 million associated with the Savvy Security Ltd.

acquisition was determined using a 100 % probability of achievement as of December 31, 2025 and as of the acquisition date.

Prior to January 31, 2026, the contingency was satisfied and the liability was fully settled.

See Note 5 for additional information on the Savvy acquisition.

There were no transfers between fair value measurement levels during the period ended January 31, 2026 and January 31, 2025.

Asset Acquisitions

Security Savvy Ltd

On September 15, 2025, the Company acquired certain assets of Security Savvy Ltd, a third-party software as a service ("SaaS") security platform that helps organizations manage identity-related risks associated with their SaaS applications, for $ 18.4 million, which includes $ 0.5 million in direct transaction costs that were capitalized as a component of the consideration transferred.

The transaction was accounted for as an asset acquisition and substantially all of the acquired assets consisted of developed technology.

The purchase price includes a holdback amount of $ 1.8 million to be paid 12 months from the date of closing subject to the resolution of certain indemnities.

The purchase price also includes a contingent consideration of $ 0.2 million, which the Company was required to pay if it were to obtain the assignment of a specific customer contract by December 31, 2025.

See Note 4 for additional information on the fair value of the contingent consideration as of the acquisition date.

On October 31, 2025, the Company obtained the assignment of the remaining customer contract and satisfied the contingency.

During November 2025, the Company fully settled a liability of $ 0.2 million, associated with the acquisition.

The purchase price consideration was allocated to a developed technology intangible asset of $ 18.2 million based on the replacement cost method and assembled workforce intangible of $ 0.5 million, with useful lives of 6 years and 3 years, respectively.

Approximately $ 0.3 million was allocated to deferred revenue, current and $ 0.1 million to accounts receivable.

Business Combinations

Acquisition of SailPoint Technologies Holdings, Inc.

On August 16, 2022, pursuant to the Merger Agreement, Holdings completed the acquisition of the Predecessor in a transaction valued at approximately $6.3 billion.

Upon the Closing Date, the separate existence of Merger Sub ceased and the Predecessor survived the Merger as a wholly owned subsidiary of Holdings.

Pursuant to the Merger Agreement, each share of common stock, par value $0.0001 per share, of the Predecessor (the “Common Stock”) outstanding immediately prior to the effective time of the Merger, was converted into the right to receive $65.25 per share in cash, subject to applicable withholding taxes (the “Merger Consideration”).

Trading of the Predecessor’s Common Stock was suspended on the New York Stock Exchange and the Common Stock was subsequently delisted.

The Company accounted for this transaction as a business combination in accordance with the acquisition method of accounting, which generally requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the Closing Date.

Acquisition-related transaction costs incurred as part of the Merger, primarily included advisory, legal and accounting fees and were expensed as incurred.

The valuation of the assets acquired and liabilities assumed was based on estimated fair values at the Closing Date.

The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed reflect various fair value estimates and analyses, including work performed by third-party valuation specialists.

The purchase price for the Predecessor consisted of the following (in thousands):

Cash consideration for SailPoint common stock $ 6,160,575

Rollover equity 26,100

Liability for vested options 52,092

Fair value of restricted stock units and options exchanged 30,654

Total purchase price $ 6,269,421

Reconciliation of cash contributions for the Predecessor (in thousands):

Capital contribution $ 5,950,502

Rollover equity 26,100

Total capital contribution 5,976,602

Thoma Bravo transaction costs (188,208)

Total net capital contribution 5,788,394

Non-cash contribution (26,100)

Net cash contribution 5,762,294

Debt proceeds (Note 9) 398,281

Total cash consideration for SailPoint common stock $ 6,160,575

The purchase price has been allocated to the fair value of the individual assets acquired and liabilities assumed as follows (in thousands):

Cash and cash equivalents $ 394,140

Accounts receivable 233,490

Contract assets, current 39,817

Prepayments and other current assets 26,379

Property and equipment 21,805

Contract assets, non-current 16,388

Other non-current assets 31,567

Goodwill 5,086,091

Intangible assets, 2,122,500

Accounts payable (13,410)

Accrued expenses and other liabilities (130,125)

Convertible senior notes (903,942)

Deferred revenue (218,599)

Deferred tax liabilities, non-current (384,694)

Other long-term liabilities (23,883)

Deferred revenue, non-current (28,103)

Total fair value of assets acquired and liabilities assumed $ 6,269,421

The Company recorded definite-lived intangible assets related to the customer relationships, developed technology, and trade name.

Fair value was determined using the multi-period excess earnings method and relief from royalty method, under the income approach.

The Company applied judgment which involved the use of significant assumptions with respect to

revenue growth rates, customer attrition rate, discount rate, and terminal growth rate in relation to the customer relationships and developed technology.

The fair values of the identifiable intangible assets acquired on the Closing Date were as follows:

Amount Estimated Useful Life

(In thousands) (In years)

Customer relationships $ 1,061,000 10-16

Developed technology 697,000 7

Trade name 243,000 18

Other 121,500 2

Total identifiable intangible assets $ 2,122,500

Transaction costs were expensed as incurred and recorded to general and administrative expenses on the consolidated statements of operations.

The Company incurred transaction costs associated with the Merger Agreement of $1.0 million and $72.2 million in the Successor and Predecessor periods in 2023, respectively.

Transaction costs of $71.3 million that were paid on the Merger Date were recorded in the Predecessor period and included as an assumed liability.

Transaction-related bonuses of $4.8 million were also recorded to general and administrative expenses on the consolidated statements of operations in the Predecessor period and were paid after the Closing Date.

2025 Acquisitions

On December 13, 2024, the Company acquired the Identity Governance and Administration business of Imprivata, a digital identity company for life- and mission-critical industries that is majority owned by Thoma Bravo, for a cash payment at closing of $ 10.7 million and up to an additional cash amount of $ 7.4 million related to contingent consideration subject to the achievement of certain customer contract assignments or migrations.

The contingent consideration is recorded in the consolidated balance sheets in accrued expenses and other liabilities at a fair value of $5.7 million and as a non-cash investing activity in the consolidated statement of cash flows.

The remaining contingent consideration is payable eight months after the closing date.

See Note 4 for additional information on the fair value of the contingent consideration.

The following table summarizes the preliminary purchase price allocation as of the date of acquisition (in thousands):

The contingent consideration was initially recorded in the

consolidated balance sheets in accrued expenses and other liabilities at a fair value of $ 5.7 million.

The revised fair value of the contingent consideration of $ 7.3 million was settled in August 2025.

See Note 4 “Fair Value Measurements” for additional information on the fair value of the contingent consideration.

The following table summarizes the purchase price allocation as of the date of acquisition (in thousands):

Accounts receivable $ 1,572

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Total fair value of assets acquired and liabilities assumed $ 16,383

The preliminary fair value estimates and assumptions regarding certain tangible assets acquired and liabilities assumed, and the valuation of intangible assets acquired are subject to change as additional information is obtained during the measurement period.

The fair value estimates and assumptions regarding certain tangible assets acquired and liabilities assumed and the valuation of intangible assets acquired are subject to change as additional information is obtained during the measurement period.

The goodwill arising from the acquisition is deductible for tax purposes.

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(“Double Zero”), a third-party provider of digital-identity threat detection and response for secure enterprise access.

The aggregate consideration transferred in connection with this acquisition was $5.4 million, net of cash acquired, and $0.8 million was related to certain indemnities ("Holdback Consideration").

The Holdback Consideration is recorded in the consolidated balance sheets in accrued expenses and other liabilities.

The Company paid $0.1 million of the Holdback Consideration 60 days after the Acquisition Date and the remaining Holdback Consideration is payable on the one-year anniversary of the Acquisition Date.

The following table summarizes the preliminary purchase price allocation as of the date of acquisition (in thousands):

The aggregate consideration transferred in connection with this acquisition was $ 5.4 million, net of cash acquired, and $ 0.8 million was related to certain indemnities (the "Holdback Consideration").

The Company paid $ 0.1 million of the Holdback Consideration 60 days after the Acquisition Date and the remaining Holdback Consideration of $ 0.7 million was paid in April 2025.

The following table summarizes the purchase price allocation as of the date of acquisition (in thousands):

Cash and cash equivalents $ 9

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Developed technology $ 1,360 6

2024 Acquisitions

On October 30, 2023, the Company acquired all of the outstanding stock of Osirium Technologies PLC (“Osirium”), a SaaS company delivering privileged access management, privileged endpoint management, and IT process automation solutions.

The aggregate consideration paid in connection with this acquisition was $ 8.2 million, net of cash acquired.

The following table summarizes the preliminary purchase price allocation as of the date of acquisition (in thousands):

The following table summarizes the purchase price allocation as of the date of acquisition (in thousands):

Cash and cash equivalents $ 534

13 unchanged sentences

Developed technology $ 2,361 6

Other 2023 Acquisitions

On January 12, 2023, the Company acquired all of the outstanding stock of SecZetta Inc.

(“SecZetta”), a leading provider of third-party identity risk solutions.

The aggregate consideration paid in connection with this acquisition was $58.2 million, net of cash acquired.

The following table summarizes the final purchase price allocation as of the date of acquisition (in thousands):

Cash and cash equivalents $ 6,712

Accounts receivable 1,306

Prepayments and other current assets 643

Goodwill 35,180

Intangible assets 25,830

Accounts payable (221)

Accrued expenses and other liabilities (723)

Deferred tax assets, non-current 1,582

Deferred revenue (5,400)

Total fair value of assets acquired and liabilities assumed $ 64,909

The following table presents the fair values and useful lives of the identifiable intangible assets acquired:

Amount Estimated Useful Life

(In thousands) (In years)

Developed technology $ 19,750 6

Customer relationships 5,900 4

Trade name 180 2

Total identifiable intangible assets $ 25,830

The fair value of developed technology and trade names were estimated using the relief from royalty method utilizing assumptions for annual obsolescence, royalty rates, tax rate, and discount rate.

The fair value of customer relationships was estimated using the replacement cost method, which utilized assumptions for the cost to recreate the relationships, such as the timing and resources required, distributor’s profit mark-up and opportunity cost.

Additional Acquisition Related Information

Additional Business Combination Related Information

The operating results of the acquired companies are included in the Company’s consolidated statements of operations from the respective dates of acquisition.

Pro forma results of operations have not been presented because the effects of these acquisitions excluding the Merger, individually and in the aggregate, were not material to the Company’s consolidated statements of operations.

The Company believes that for each acquisition, the acquired companies will provide opportunities for growth through investing in additional products and capabilities, among other factors.

Pro forma results of operations have not been presented because the effects of these acquisitions, individually and in the aggregate, were not material to the Company’s consolidated statements of operations.

The Company believes that for each business combination, the acquired companies will provide opportunities for growth through investing in additional products and capabilities, among other factors.

This contributed to a purchase price in excess of the estimated fair value of each acquired company’s net identifiable assets acquired and, as a result, goodwill was recorded in connection with each acquisition.

The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill.

Unless otherwise noted above, goodwill arising from these acquisitions are not deductible for tax purposes.

Unless otherwise noted above, goodwill arising from these acquisitions is not deductible for tax purposes.

Goodwill and Intangible Assets

The changes in the carrying amounts of goodwill for the year ended January 31, 2025 and 2024 were as follows (in thousands):

Balance at January 31, 2023 $ 5,129,967

Goodwill acquired 8,276

Measurement period adjustments 612

Balance at January 31, 2024 5,138,855

Goodwill acquired 12,813

Measurement period adjustments —

Balance at January 31, 2025 $ 5,151,668

The measurement period adjustments for the years ended January 31, 2025 and 2024 were not significant.

There were no impairments of goodwill during any of the periods presented.

As of January 31, 2026 and 2025, goodwill was $ 5.2 billion.

No goodwill measurement adjustments were recorded during the years ended January 31, 2026 and 2025.

No goodwill impairments were recorded during the years ended January 31, 2026, 2025, and 2024

Intangible Assets

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Total accumulated amortization $ ( 805,096 ) $ ( 603,028 )

There were no impairments for intangible assets during the years ended January 31, 2025 or 2024.

There were no impairments for intangible assets during the years ended January 31, 2026, 2025 and 2024.

Amortization expense for the periods presented was as follows (in thousands):

Successor Predecessor

January 31, 2025 January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

Year Ended January 31,

2026 2025 2024

Cost of revenue

Subscription $ 106,476 $ 103,329 $ 100,820

Perpetual licenses 154 2,147 3,383 562

Services and other

Operating expenses

6 unchanged sentences

Thereafter 530,580

Total remaining amortization expense $ 1,560,723

Total amortization expense $ 1,377,317

As of January 31, 2026, the Company’s leases, primarily relating to office leases, have remaining lease terms of less than 1 year to 4 years.

9 unchanged sentences

Operating lease costs for the periods presented were as follows (in thousands):

Successor Predecessor

January 31, 2025 January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

2026 2025 2024

Operating lease cost $ 6,266 $ 6,383 $ 6,492

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Included in the aggregate contractual purchase commitments as of January 31, 2026 is the remaining commitment with a cloud storage provider that has a term of July 2023 through June 2028.

Under the terms of the contract, the Company committed to spend $54.0 million, $59.0 million, $62.0 million, $65.0 million, and $67.5 million in contract years one, two, three, four, and five, respectively, for a total of $307.5 million.

Under the terms of the agreement, the Company committed to spend $ 54.0 million, $ 59.0 million, $ 62.0 million, $ 65.0 million, and $ 67.5 million in contract years one, two, three, four, and five, respectively, for a total of $ 307.5 million.

If the Company does not meet the minimum purchase obligation during any of those years, it will be required to pay the difference.

As of January 31, 2025, the Company had spent $54.0 million of the first year commitment and $44.3 million of the second year commitment.

The Company met the minimum spend requirements for years one, two and three, As of January 31, 2026, the Company has made payments of $ 177.0 million under the agreement.

On February 1, 2026, a new amendment to the agreement was entered with the cloud storage provider, which terminated the previous arrangement.

The new arrangement has a term of February 1, 2026 through January 31, 2031.

Under the terms of the new arrangement the Company committed to spend $ 107.0 million, $ 127.0 million, $ 147.0 million, $ 162.0 million and $ 178.0 million in contract years one, two, three, four and five, respectively, for a total of $ 721.0 million.

If the Company does not meet the minimum purchase obligation during any of those years, it will be required to pay the difference.

Indemnification Arrangements

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In addition, some legal actions, claims and governmental inquiries may be instituted or asserted in the future against the Company and its subsidiaries.

Although the outcome of these legal proceedings cannot be predicted with certainty and no assurances can

be provided, based upon current information, the Company does not believe the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, will have a material adverse impact on the Company’s consolidated financial statements.

Although the outcome of these legal proceedings cannot be predicted with certainty and no assurances can be provided, based upon current information, the Company does not believe the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, will have a material adverse impact on the Company’s consolidated financial statements.

Credit Agreement and Debt

2025 Credit Agreement

In connection with the Merger Agreement, on the Closing Date, Merger Sub entered into a new Credit Agreement (the "Credit Agreement").

The Credit Agreement provides for (i) a six-year $125.0 million senior secured revolving credit facility, including a letter of credit sub-facility of up to $5.0 million (the “Revolving Credit Facility”) and (ii) a seven-year $1.59 billion term loan facility (the “Term Loans”).

The Revolving Credit Facility matures in August 2028 and the Term Loans mature in August 2029.

The proceeds from the Term Loans were used to finance a portion of the purchase consideration and fees and expenses relating to the acquisition of the Company and the establishment of the Credit Agreement, and for working capital and general corporate purposes.

Borrowings under the Revolving Credit Facility may be used to provide ongoing working capital as well as for other general corporate purposes of the Company.

On the Closing Date, the Company became the borrower under the Credit Agreement.

The Company (i) incurred deferred financing costs of $21.6 million related to the issuance of the Term Loans that were recorded as a reduction to the outstanding debt balances as of the Merger Date and (ii) incurred deferred financing costs of $2.6 million related to the issuance of the Revolving Credit Facility.

The remaining unamortized balance of $1.5 million, and $2.0 million are included in other non-current assets on the accompanying consolidated balance sheets as of January 31, 2025 and 2024 .

These costs are being amortized to interest expense over the life of the Term Loans and the life of the Revolving Credit Facility using the effective interest method and on a ratable basis, respectively.

Amortization of debt issuance costs were $4.4 million, $4.2 million and $1.7 million in the year ended January 31, 2025, 2024 and Successor period in 2023, respectively.

The Credit Agreement contains covenants that, among other things and subject to certain exceptions and qualifications, restrict the ability of the Company and the ability of certain of its subsidiaries to incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock;

pay dividends and make other distributions or repurchase stock;

make certain investments;

create or incur liens;

create restrictions affecting the ability of restricted subsidiaries to make distributions, loans or advances or transfer assets to the Company or the restricted subsidiaries;

enter into certain transactions with the Company’s affiliates;

designate restricted subsidiaries as unrestricted subsidiaries;

and merge, consolidate or transfer or sell all or substantially all of the Company’s assets.

The Company is subject to quarterly financial covenants relating to maintaining a minimum liquidity and annual recurring revenue ratio as defined in the Credit Agreement.

All obligations under the Term Loans and Revolving Credit Facility are unconditionally guaranteed by Holdings and each of the existing and future direct and indirect material, wholly-owned domestic subsidiaries of the Company, subject to certain exceptions.

Obligations outstanding under the Credit Agreement are secured by perfected first priority pledges of and security interests in (i) the equity interests of the Company held by its direct parent and (ii) substantially all of the assets of the Company and each subsidiary guarantor (subject to customary exceptions as more fully described in the Credit Agreement), including equity interests of each subsidiary guarantor under the Credit Agreement.

Borrowings under the Term Loans will bear interest, initially, at a rate equal to, at the Company’s option, either:

• a base rate determined by reference to the highest of (i) the Federal Funds Rate (determined for any day as the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the business day next succeeding such day) plus 0.50% , (ii) the rate of interest in effect for such day as published by The Wall Street Journal as its “prime rate”, (iii) to the extent ascertainable, one month Adjusted Term SOFR (determined as set forth below) plus 1.00% , and (iv) 1.75% plus, in any such case, 5.25% ;

• Adjusted Term SOFR determined by reference to the forward-looking term rate based on the secured overnight financing rate as administered by the Federal Reserve Bank of New York, plus a credit spread adjustment for interest periods of one month, three months, and six months, respectively, plus, in each case, 6.25% .

From and after the delivery by the Company to the administrative agent for the Credit Agreement of financial statements for the first fiscal quarter ended after the effective date of the Credit Agreement, the applicable margin over the base rate or Adjusted Term SOFR for the Term Loans will be in the range of 6.00% and 6.25% (for SOFR loans) and 5.00% and

5.25% (for base rate loans) based on a pricing grid as determined by reference to the applicable Annual Recurring Revenue Net Leverage Ratio (as defined in the Credit Agreement) for the most recent four fiscal quarter period for which financial statements have been delivered.

As of January 31, 2025, the Term Loans bear interest at a rate of 10.52% based on the Adjusted Term SOFR for a three month interest period.

In addition, the Company will be required to pay a commitment fee on any unused portion of the Revolving Credit Facility at a rate of 0.50% per annum.

The Company will also pay customary letter of credit fees, including a fronting fee equal to 0.25% per annum of the dollar equivalent of the maximum amount available to be drawn under all outstanding letters of credit, as well as customary issuance and administration fees.

These fees are recorded as interest expense on the consolidated statement of operations.

On November 8, 2024, the Company drew $25.0 million on the Revolving Credit Facility in preparation for a business acquisition.

On December 23, 2024, the Company entered into a purchase agreement with Thoma Bravo, pursuant to which Thoma Bravo purchased 36,548,286.44 Class A Units and 7,984,676.29 Class B Units for an aggregate purchase price of $600.0 million.

In connection with Thoma Bravo’s purchase, certain of the Company's directors and other equityholders exercised their preemptive rights under the Company's partnership agreement and purchased a total of 19,567.57 Class A Units and 4,274.91 Class B Units for an aggregate purchase price of approximately $0.3 million.

The Company used $575.0 million of the proceeds from such to repay $550.0 million and $25.0 million of the Term Loan and Revolving Credit Facility, respectively.

The Company recorded an $8.3 million loss from extinguishment of debt related to debt issuance costs for the Term Loan and is recorded within interest expense on the consolidated statement of operations.

The Company fully repaid its outstanding balance on its Term loan and recorded a loss from extinguishment of debt related to the remaining balance of debt issuance costs for the Term Loan during the first quarter of fiscal 2026.

See Note 19 for additional information.

On June 25, 2025, the Company entered into a credit agreement (the "2025 Credit Agreement") that provides for a five -year $ 250.0 million secured revolving credit facility, including a letter of credit sub-facility of up to $ 10.0 million (the "2025 Revolving Credit Facility").

The 2025 Revolving Credit Facility matures on June 25, 2030.

The Company incurred deferred financing costs of $ 2.7 million related to the issuance of the 2025 Credit Agreement, which are included in other non-current assets on the accompanying consolidated balance sheets.

These costs are being amortized to interest expense over the life of the 2025 Credit Agreement on a straight-line basis.

Amortization of deferred financing costs related to the 2025 Credit Agreement was $ 0.3 million for the year ended January 31, 2026.

Pursuant to the 2025 Credit Agreement, the Company can obtain base rate loans, which bear interest at a Base Rate (as defined in the 2025 Credit Agreement) plus a margin ranging from 0.50 % to 1.50 % , depending on the First Lien Net Leverage Ratio (as defined in the 2025 Credit Agreement), or term SOFR loans, which bear interest at a rate equal to Term SOFR (as defined in the 2025 Credit Agreement) plus a margin ranging from 1.50 % to 2.50 % , depending on the First Lien Net Leverage Ratio.

The Company will incur commitment fees at rates ranging from 0.175 % to 0.375 % per annum, depending on the First Lien Net Leverage Ratio, on the unused portion of the lender commitments.

The Company will also pay customary letter of credit fees, including a fronting fee equal to 0.125 % per annum of the daily maximum amount then available to be drawn under

such letters of credit, as well as customary issuance and administration fees.

The fees were $ 0.3 million for the year ended January 31, 2026 and are recorded as interest expense on the consolidated statements of operations.

The 2025 Credit Agreement contains customary representations and warranties, events of default, and various affirmative and negative covenants, including financial reporting requirements and limitations on liens, investments (including acquisitions), indebtedness, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments and transactions with affiliates.

The Company is subject to quarterly financial covenants relating to maintaining a Total Net Leverage Ratio (as defined in the 2025 Credit Agreement) of generally not more than 4.00 to 1.00 (which may be increased to 4.50 to 1.00 for a limited period in the event a material acquisition is consummated).

The Company was in compliance with all applicable covenants as of January 31, 2026.

All obligations under the 2025 Revolving Credit Facility are unconditionally guaranteed by the Company and each Restricted Subsidiary other than any Excluded Subsidiary (each, as defined in the 2025 Credit Agreement) and are supported by a security interest in substantially all of the borrowers' and guarantors' tangible and intangible assets (subject to permitted liens).

The Company may voluntarily repay and reborrow outstanding loans under the 2025 Revolving Credit Facility at any time without a premium or a penalty.

The Company had no outstanding 2025 Revolving Credit Facility balance as of January 31, 2026.

The Company was in compliance with all applicable covenants as of January 31, 2025.

The net carrying amount of the Term Loans for the Successor periods presented is as follows (in thousands):

2022 Credit Agreement

On August 16, 2022, the Company entered into a Credit Agreement (the "2022 Credit Agreement") that provides for (i) a six-year $ 125.0 million senior secured revolving credit facility, including a letter of credit sub-facility of up to $ 5.0 million (the “2022 Revolving Credit Facility”) and (ii) a seven-year $ 1.59 billion term loan facility (the “Term Loans”).

The 2022 Revolving Credit Facility had a maturity date in August 2028, and the Term Loans had a maturity date in August 2029.

After the closing of the IPO, the Company fully repaid its Term Loans and recorded an extinguishment of debt related to the remaining balance of its deferred financing costs of $ 15.3 million, which is recorded within interest expense on the consolidated statement of operations.

On June 25, 2025, the 2022 Credit Agreement was terminated upon the closing of the 2025 Credit Agreement.

The remaining unamortized deferred financing costs of $ 1.4 million for the 2022 Revolving Credit Facility was recorded as a loss from extinguishment of debt and included in interest expense on the consolidated statements of operations.

Amortization of debt issuance costs, excluding the loss from extinguishment of debt, was $ 0.5 million, $ 4.4 million, and $ 4.2 million for the years ended January 31, 2026, 2025, and 2024, respectively.

The net carrying amount of the Term Loans is presented as follows (in thousands):

January 31, 2026 January 31, 2025

2 unchanged sentences

Net carrying amount $ — $ 1,024,467

Total interest expense recognized related to the Term Loans for the year ended January 31, 2025, 2024 and the Successor period in 2023 was $186.2 million , $186.6 million and $74.6 million , respectively, consisting of contractual interest expense of $174.0 million, amortization of debt issuance costs of $3.9 million and $8.3 million loss from the extinguishment of debt for the year ended January 31, 2025, contractual interest expense of $182.9 million and amortization of debt issuance costs of $3.7 million for the year ended January 31, 2024, and contractual interest expense of $73.1 million and amortization of debt issuance costs of $1.5 million for the Successor period in 2023.

Prior Credit Agreement

On March 11, 2019, SailPoint Technologies, Inc., as borrower (the “Borrower”), and certain other wholly owned subsidiaries entered into a credit agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Prior Credit Agreement”).

The Prior Credit Agreement was guaranteed by SailPoint Technologies Intermediate Holdings, LLC, a wholly owned subsidiary, and the Borrower’s material domestic subsidiaries (the “Guarantors” and, together with the Borrower, (the “Loan Parties”) and was supported by a security interest in substantially all of the Loan Parties’ personal property and assets.

The Company incurred total debt issuance costs of $0.8 million in connection with the Credit Agreement.

These costs are being amortized to interest expense over the life of the Credit Agreement using the effective interest method.

Amortization of debt issuance costs were $0.1 million for the Predecessor period in 2023, and were recorded in interest expense on the accompanying consolidated statements of operations.

In connection with the Merger Agreement, on the Closing Date, the Company terminated the existing Prior Credit Agreement.

Unamortized debt issuance costs of $0.3 million were determined to not have a fair value under ASC 805 as of the Merger Date and were therefore not recognized by the Company in the Successor period.

Convertible Senior Notes and Capped Call Transactions

In September 2019, the Company issued $400.0 million aggregate principal amount of 0.125% Convertible Senior Notes due in 2024 (the “Notes”) in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes were issued pursuant to an indenture (the “Indenture”), by and between the Company and U.S.

Bank National Association, as trustee.

The net proceeds from the Offering were approximately $391.2 million, after deducting discounts and commissions and other fees and expenses payable by the Company in connection with the Offering.

The Company used $37.1 million of the net proceeds from the Offering to pay the cost of the privately negotiated capped call transactions (the “Capped Call Transactions”) it entered into with the initial purchasers of the Notes or their respective affiliates and another financial institution.

The Notes were senior unsecured obligations of the Company and interest was payable semiannually on March 15 and September 15, in arrears at a fixed rate of 0.125% per year.

Pursuant to the terms of the Indenture, a supplemental indenture was required to be entered into in connection with the consummation of the Merger.

In connection with the Merger Agreement, on the Closing Date, SailPoint Technologies Holdings, Inc.

Bank Trust Company, National Association (previously known as “U.S.

Bank National Association”), as trustee (the “Trustee”), entered into the First Supplemental Indenture (the “Supplemental Indenture”) to the Indenture between the Company and the Trustee, relating to the Notes.

The Supplemental Indenture provides that, from and after the effective time of the Merger, for all conversions of the Notes, (i) the consideration due upon conversion of each $1,000 principal amount of Notes will be solely cash in an amount equal to the conversion rate then in effect on the conversion date (as may be increased pursuant to the terms of the Indenture), multiplied by $65.25 and (ii) the Company will satisfy its conversion obligation by paying cash to converting holders of the Notes on the second business day immediately following the relevant conversion date.

During the Successor period in 2023, the Company settled the conversion of the remaining $903.9 million in aggregate principal amount of the Notes with cash.

Transaction costs related to the issuance of the Notes were $8.8 million and were being amortized to interest expense using the effective interest method.

Unamortized debt issuance costs of $3.6 million were determined to not have a fair value under ASC 805 as of the Merger Date and were therefore not recognized by the Company in the Successor period.

Interest expense related to the amortization of debt issuance costs was $0.9 million for the Predecessor period in 2023.

Contractual interest expense was $0.1 for the Predecessor period in 2023.

Capped Call Transactions

In connection with the Merger, SailPoint Technologies Holdings, Inc.

entered into a termination agreement with each Capped Call Counterparty pursuant to which the Capped Call Transactions with such Capped Call Counterparty terminated upon the Closing Date in exchange for an agreed cash payment from such Capped Call Counterparty payable on the Closing Date.

The Company received cash payments during the Successor period in 2023 of $111.4 million for settlement of the Capped Call Transactions.

Total interest expense recognized related to the Term Loans for the year ended January 31, 2026, 2025, and 2024 was $ 22.3 million, $ 186.2 million , and $ 186.6 million , respectively, consisting of contractual interest expense of $ 6.7 million, amortization of debt issuance costs of $ 0.2 million and $ 15.3 million loss from the extinguishment of debt for the year ended January 31, 2026, contractual interest expense of $ 174.0 million, amortization of debt issuance costs of $ 3.9 million and $ 8.3 million loss from the extinguishment of debt for the year ended January 31, 2025 , and c ontractual interest expense of $ 182.9 million and amortization of debt issuance costs of $ 3.7 million for the year ended January 31, 2024 .

Related Party Transactions

The Company is an affiliate of Thoma Bravo.

The Company engaged in ordinary sales transactions of $0.8 million, $1.0 million and $0.4 million and ordinary purchase transactions of $2.1 million, $2.1 million and $0.7 million for the years ended January 31, 2025, 2024 and the Successor period of 2023, respectively, with entities affiliated with Thoma Bravo.

In conjunction with the Merger, the Company entered into an advisory services agreement with an affiliate of Thoma Bravo for consultation and advice related to corporate strategy, budgeting of future corporate investments, acquisition and divestiture strategies, and debt and equity financings.

Under this agreement the Company shall pay an annual amount of $15.0 million, payable quarterly in advance.

Thoma Bravo may elect to receive a lesser amount or elect to make such amount contingent on

the occurrence of certain events.

The Company made payments of $7.5 million , $11.3 million and $9.4 million under this agreement in the years ended January 31, 2025, 2024 and the Successor period in 2023, respectively.

The Company expensed $15.0 million, $15.0 million and $6.9 million in the years ended January 31, 2025, 2024 and the Successor period in 2023, respectively, which is included in general and administrative expenses in the Company ’ s consolidated statements of operations .

The Company has $8.8 million and $1.2 million included in accrued expenses and other liabilities in the consolidated balance sheets as of January 31, 2025 and January 31, 2024, respectively.

In conjunction with the closing of the IPO, the Company settled all outstanding fees payable to Thoma Bravo and its advisory services agreement was terminated.

The Company engaged in ordinary sales transactions of $ 2.0 million, $ 0.8 million, and $ 1.0 million and ordinary purchase transactions of $ 2.7 million, $ 2.1 million and $ 2.1 million for the years ended January 31, 2026, 2025, and 2024, respectively, with entities affiliated with Thoma Bravo.

The Company made payments of $ 9.3 million, $ 7.5 million, and $ 11.3 million under its advisory services agreement with Thoma Bravo for consultation and advice related to corporate strategy, budgeting of future corporate investments, acquisition and divestiture strategies, and debt and equity financings during the years ended January 31, 2026, 2025, and 2024, respectively.

The Company expensed $ 0.6 million, $ 15.0 million, and $ 15.0 million during the years ended January 31, 2026,

2025, and 2024 respectively, which is included in general and administrative expenses in the Company’s consolidated statements of operations.

In conjunction with the closing of the IPO, the Company settled all outstanding fees of $ 9.3 million payable to Thoma Bravo and its advisory services agreement was terminated.

On December 13, 2024, the Company acquired Imprivata, which is majority owned by Thoma Bravo, See Note 5 for additional information.

Under the terms of the Credit Agreement, an entity affiliated with Thoma Bravo provided $50.0 million of the Term Loans as part of the syndicate of lenders on August 16, 2022.

As a result, th e Company made interest payments of $4.8 million, $5.7 million and $2.1 million and incurred interest expense of $5.9 million , $5.9 million and $2.4 million to the affiliate of Thoma Bravo for the year ended January 31, 2025, 2024 and Successor period of 2023, respectively.

As of January 31, 2025 and 2024, the total principal balance owed to the affiliate of Thoma Bravo was $32.7 million and $50.0 million, respectively , and the total accrued interest was $0.9 million and $0.3 million as of January 31, 2025 and 2024, respectively.

The outstanding principal balance owed to the affiliate of Thoma Bravo was fully repaid upon the repayment of the Company's term loan.

The Company did not have any related party balances or incur any material related party transactions as of and during the Predecessor period of 2023.

Partners’ Deficit

The Company operates under the terms and conditions of the amended and restated SailPoint Parent, LP Limited Partnership Agreement (the “Partnership Agreement”) dated August 16, 2022.

The partnership interests are represented by Class A and Class B Units.

Under the Partnership Agreement, there is an unlimited number of Class A and Class B Units that may be issued.

The Company’s Board has the sole authority and right to manage the business and affairs of the Company and to make all decisions and take all actions for the Company, except for certain exceptions defined within the Partnership Agreement.

On August 16, 2022, the Company issued 362.5 million Class A Units and 79.2 million Class B Units for an aggregate net proceeds of $5.8 billion, and the proceeds from such issuance was used to fund the Merger.

On August 16, 2022, in connection with the Merger, a former shareholder of the Predecessor rolled over their equity interest into the Company in the amount of $26.1 million for 1.6 million Class A Units and 0.3 million Class B Units.

In August 2022, as part of the Merger, the Board approved the SailPoint Parent, LP Co-Invest Agreement (the “Co-Invest Agreement”) to incentivize employees and to align the employees and management with the owners of the business.

The Co-Invest Agreement offers employees the one-time opportunity to invest in the Company by purchasing units directly from the Company for cash.

Under the Co-Invest Agreement, the purchase price was $16.42 for one Class A Unit and a number of Class B Units, based on a ratio of one Class A Unit to 0.2185 Class B Units.

The Company determined the Co-Invest Agreement was not compensatory as the units were issued at fair value.

In March 2023, the Company issued 3.2 million Class A Units and 0.7 million Class B Units for an aggregate purchase price of $51.7 million pursuant to Co-Invest Agreements.

On December 23, 2024, SailPoint Parent, LP (the “Company” or “SailPoint”) entered into a purchase agreement with Thoma Bravo, pursuant to which Thoma Bravo purchased Class A Units and Class B Units for an aggregate purchase price of $600.0 million.

On December 23, 2024, SailPoint Parent, LP entered into a purchase agreement with Thoma Bravo, pursuant to which Thoma Bravo purchased Class A Units and Class B Units for an aggregate purchase price of $ 600.0 million.

In addition, on January 7, 2025, in connection with Thoma Bravo’s purchase, certain of the Company’s directors and other equityholders exercised their preemptive rights under our partnership agreement and purchased Class A Units and Class B Units for an aggregate purchase price of approximately $ 0.3 million.

The Company used $575.0 million of the proceeds from such transaction to repay $550.0 million and $25.0 million of the Term Loan and Revolving Credit Facility (which was drawn down by the Company on November 8, 2024), respectively, and plans to use the remainder for general corporate purposes.

The Company used $ 575.0 million of the proceeds from such transaction to repay $ 550.0 million and $ 25.0 million of the Term Loan and Revolving Credit Facility (which was drawn down by the Company on November 8, 2024), respectively, with the remainder planned for general corporate purposes.

Under the terms of the 2022 Credit Agreement, an entity affiliated with Thoma Bravo provided $ 50.0 million of the Term Loans as part of the syndicate of lenders on August 16, 2022.

As a result, the Company made interest paym ents of $ 1.2 million, $ 4.8 million, and $ 5.7 million for the years ended January 31, 2026, 2025, and 2024 , respectively, and incurred interest expense of $ 0.7 million, $ 5.9 million, and $ 5.9 million to the affiliate of Thoma Bravo for the years ended January 31, 2026, 2025, and 2024 , respectively.

The remaining principal balance owed to the affiliate of Thoma Bravo was fully repaid upon the repayment of the Company's Term Loans.

Stockholders' Equity / Partners' Deficit

Stockholders’ Equity

As a result of the Corporate Conversion, the Company succeeded to all of SailPoint, Inc's property, assets, debt, and obligations.

The Company’s authorized capital stock consists of 1,750,000,000 shares of common stock, par value $ 0.0001 per share, and 50,000,000 shares of undesignated preferred stock, par value $ 0.0001 per share.

The issued and outstanding shares of common stock disclosed on the consolidated balance sheet include all legally outstanding shares, including restricted stock awards ("RSAs").

Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of stockholders.

Holders of shares of our common stock have no cumulative voting rights and are not entitled to dividends unless declared by the Board of Directors (the “Board”).

The Company’s common stock is neither convertible nor redeemable.

No preferred stock has been issued and is outstanding as of January 31, 2026 .

Partners’ Equity

The Company operated under the terms and conditions of the Second Amended and Restated Limited Partnership Agreement of SailPoint Parent, LP dated December 23, 2024 (the “Partnership Agreement”).

Excluding the effects of the Corporate Conversion, there were no significant changes to the Partnership Agreement and terms related to the Class A Units and Class B Units since January 31, 2025.

In conjunction with the Corporate Conversion, all of the Company's outstanding partnership units were converted into shares of common stock.

The Corporate Conversion is discussed further in Note 1.

Redeemable Convertible Units

Redeemable convertible units consisted of the following as of the following dates:

There are no redeemable convertible units outstanding as of January 31, 2026 .

Redeemable convertible units consisted of the following as of January 31, 2025:

January 31, 2025

6 unchanged sentences

(1) The net carrying value includes the redemption value of unvested incentive units that will convert to Class B Units.

January 31, 2024

Units issued and outstanding Aggregate liquidation preference Net carrying value

(In thousands)

Class A Units 367,132 $ 6,861,381 $ 3,960,241

Class B Units

81,808 — 1,878,623

Total redeemable convertible units 448,940 $ 6,861,381 $ 5,838,864

The cumulative unpaid Class A yield earned was $1,477.9 million and $834.3 million as of January 31, 2025 and 2024 respectively.

The cumulative unpaid Class A yield earned per unit was $3.66 and $2.27 as of January 31, 2025 and 2024, respectively.

The issued and outstanding units disclosed on the consolidated balance sheet includes all legally outstanding units, which are different from the number of units considered outstanding in the table above due to the timing of incentive units vesting.

The cumulative unpaid Class A yield earned was $ 1.5 billion as of January 31, 2025.

The cumulative unpaid Class A yield earned per unit was $ 3.66 as of January 31, 2025.

The cumulative Class A yield earned upon the Corporate Conversion was $ 1.5 billion as of the date of the Corporate Conversion.

The cumulative unpaid Class A yield earned per unit was $ 3.72 as of the date of the Corporate Conversion.

The number of units outstanding in the table above excludes unvested incentive units, which are not outstanding under GAAP until the vesting condition is met.

The following are the relevant terms related to the Class A and Class B Units:

Class A Yield

The Class A unitholders are entitled to a cumulative preferred return at the per annum rate of 9% (“Class A Yield”), compounded on a quarterly basis, on the sum of unpaid yield (“Unpaid Yield”) plus unreturned capital (“Unreturned Capital”).

Unpaid Yield represents the amount equal to the excess of the aggregate Class A Yield accrued on such Class A Units for all prior periods, over the aggregate amount of prior distributions made by the Company related to such Class A Yield.

The Class A unitholders were entitled to a cumulative preferred return at the per annum rate of 9 % (“Class A Yield”), compounded on a quarterly basis, on the sum of unpaid yield (“Unpaid Yield”) plus unreturned capital (“Unreturned Capital”).

Unpaid Yield represented the amount equal to the excess of the aggregate Class A Yield accrued on such Class A Units for all prior periods, over the aggregate amount of prior distributions made by the Company related to such Class A Yield.

Unreturned Capital is the aggregate contributions made in exchange for Class A Units reduced by distributions made by the Company to such unitholders for all prior periods.

At each reporting date, the Company evaluates whether the Class A Units are considered currently redeemable or probable of becoming redeemable upon a deemed liquidation event.

The Company does not record the cumulative yield in the consolidated financial statements until the Company determines that such units are probable of becoming redeemable.

As of January 31, 2025, the Class A and Class B Units are currently redeemable as the deemed liquidation events that would give rise to the redemption of the units were considered probable.

As of January 31, 2024, the Class A and Class B Units were not currently redeemable as the deemed liquidation events that would give rise to the redemption of the units were not probable.

The Board may in its discretion make distributions at any time or from time to time.

At each reporting date, the Company evaluated whether the Class A Units were considered currently redeemable or probable of becoming redeemable upon a deemed liquidation event.

The Company did not record the cumulative yield in the consolidated financial statements until the Company determined that such units were probable of becoming redeemable.

As of January 31, 2025, the Class A and Class B Units were currently redeemable as the deemed liquidation events that would give rise to the redemption of the units were considered probable.

The Board had the ability, in its discretion, to make distributions at any time or from time to time.

Class B Yield

1 unchanged sentence

Liquidation Rights

The Class A unitholders are entitled to liquidation preference over Class B unitholders.

The distribution will first be made to settle Unpaid Yield, and then to settle Unreturned Capital.

Any remaining amounts shall be distributed pro rata among holders of Class B Units based on the outstanding Class B Units held at the time of such distribution.

Therefore, all Class A

unitholders have first priority with regard to any distributions made by the Company to its unitholders.

The Class B unitholders then have the residual interests in the Company.

The Class A unitholders were entitled to liquidation preference over Class B unitholders.

The distribution would first be made to settle Unpaid Yield, and then to settle Unreturned Capital.

Any remaining amounts was to be distributed pro rata among holders of Class B Units based on the outstanding Class B Units held at the time of such distribution.

Therefore, all Class A unitholders had first priority with regard to any distributions made by the Company to its unitholders.

The Class B unitholders then had the residual interests in the Company.

Redemption Rights

In accordance with the terms and conditions of the Partnership Agreement, the Class A and Class B Units are contingently redeemable upon occurrence of a sale or reorganization, which are deemed liquidation events that are considered outside of the Company’s control.

Upon redemption, each Class A and Class B unitholder shall receive in exchange for each unit, the same cash value of consideration and the same portion of the aggregate consideration as if a liquidation event occurred and a distribution was made pursuant to the liquidation rights.

In accordance with the terms and conditions of the Partnership Agreement, the Class A and Class B Units were contingently redeemable upon occurrence of a sale or reorganization, which were deemed liquidation events that were considered outside of the Company’s control.

Upon redemption, each Class A and Class B unitholder would receive in exchange for each unit, the same cash value of consideration and the same portion of the aggregate consideration as if a liquidation event occurred and a distribution was made pursuant to the liquidation rights.

As of January 31, 2025, the Class A Units and Class B Units were considered redeemable as the closing of the IPO was considered probable.

The Company recognized the increase to the redemption value of both Class A and Class B units as a charge to its additional paid in capital and accumulated deficit.

recognized the increase to the redemption value of both Class A and Class B units as a charge to its additional paid in capital and accumulated deficit.

Repurchase Rights

In accordance with the terms and conditions of certain investor agreements, Co-Invest Agreements, or other incentive unit agreements entered into between the Company and its unitholders, the Class A and Class B Units are subject to repurchase at the election of the Company, Thoma Bravo, or another related party upon the unitholder’s termination or in connection with a sale of the Company.

The repurchase price for each Class A Unit is the fair market value of such unit as of the date of repurchase;

provided, however, that if the unitholder is terminated for cause, the repurchase price shall be the lesser of the unitholder’s original cost for such unit and the fair market value of such unit.

The repurchase price for each Class B Unit is the fair market value of such unit as of the date of repurchase.

In accordance with the terms and conditions of certain investor agreements, Co-Invest Agreements, or other incentive unit agreements entered into between the Company and its unitholders, the Class A and Class B Units were subject to repurchase at the election of the Company, Thoma Bravo, or another related party upon the unitholder’s termination or in connection with a sale of the Company.

The repurchase price for each Class A Unit was the fair market value of such unit as of the date of repurchase;

provided, however, that if the unitholder was terminated for cause, the repurchase price shall be the lesser of the unitholder’s original cost for such unit and the fair market value of such unit.

The repurchase price for each Class B Unit was the fair market value of such unit as of the date of repurchase.

Conversion Rights

The Class A and Class B Units are contingently convertible upon occurrence of a reorganization in anticipation of a public offering.

In connection with such event, the Board will determine what securities or other property the units will be converted to or exchanged for.

The Class A and Class B Units were contingently convertible upon occurrence of a reorganization in anticipation of a public offering.

In connection with such event, the Board would determine what securities or other property the units would be converted to or exchanged for.

Voting Rights

The majority of the Class A and Class B Units are owned by funds managed by Thoma Bravo (“TB Funds”).

TB Funds have control of the Board through their election rights, and the TB Funds also have certain approval rights as defined within Partnership Agreement including, but not limited to authorizing any distributions upon any securities of the Company and authorizing the issuance of any notes or debt securities.

The majority of the Class A and Class B Units were owned by funds managed by Thoma Bravo (“TB Funds”).

TB Funds had control of the Board through their election rights, and the TB Funds also had certain approval rights as defined within Partnership Agreement including, but not limited to authorizing any distributions upon any securities of the Company and authorizing the issuance of any notes or debt securities.

Equity-Based Compensation

Successor Period

In August 2022, as part of the Merger, the Board approved the SailPoint Parent, LP Incentive Equity Plan (the “Plan”) and the SailPoint Parent, LP Co-Invest Agreement (the “Co-Invest Agreement”) to incentivize employees and to align the employees and management with the owners of the business.

The Plan provides for the grant of options, profits interest, equity appreciation rights and other forms of awards to employees and non-employees granted or denominated in units of Parent.

SailPoint Parent, LP Incentive Equity Plan

Prior to the IPO, the Company had the SailPoint Parent, LP Incentive Equity Plan (the “Plan”) and the SailPoint Parent, LP Co-Invest Agreement (the “Co-Invest Agreement”) to incentivize employees and to align the employees and management with the owners of the business.

The Plan provided for the grant of options, profits interest, equity appreciation rights and other forms of awards to employees and non-employees granted or denominated in units of SailPoint Parent, LP.

Under the Plan, 10,972 million Class B Units (“Incentive Units”) were reserved for issuance.

The Plan allows for awards to generally vest over four years based on continued service to the Company and/or its affiliates.

Equity -based compensation costs for granted units are recognized as expense on a straight-line basis over the requisite service period as the services performed.

The Co-Invest Agreement offers employees the one-time opportunity to co-invest in the Company by purchasing units directly from the Company for cash.

The Plan allowed for awards to generally vest over four years based on continued service to the Company and/or its affiliates.

Equity-based compensation costs for granted units were recognized as expense on a straight-line basis over the requisite service period as the services performed.

The Co-Invest Agreement offered employees the one-time opportunity to co-invest in the Company by purchasing units directly from the Company for cash.

Under the Co-Invest Agreement, the purchase price was $ 16.42 for one Class A Unit and a number of Class B Units, based on a ratio of one Class A Unit to 0.2185 Class B Units.

The Company determined the Co-Invest Agreement was not compensatory in nature as the terms are no more favorable than those available to all holders of the same class of equity, therefore it does not give rise to recognizable compensation cost.

Incentive Units

The following table summarizes incentive equity unit activity for the periods presented:

(In thousands) (Per unit)

Non-vested at January 31, 2024

5,678 $ 17.25

Vested (2,293) 17.66

Forfeited (501) 17.06

Non-vested at January 31, 2025

3,891 $ 17.93

The total fair value of the Incentive Units vested during the year ended January 31, 2025 was $39.1 million.

Total unrecognized equity-based compensation expense for service based awards as of January 31, 2025 is $66.3 million which will be recognized over the remaining weighted average vesting period of 2.2 years.

Included in the table above are performance-based Incentive Units that include certain service conditions in the award agreement.

The Company did not issue any performance-based Incentive Units during the year ended January 31, 2025.

During the year ended January 31, 2024, the Company granted 1.8 million performance-based Incentive Units to certain executives.

The service condition for these awards is satisfied by providing service to the Company based on the defined service period under the award agreement.

The executive will vest in the performance-based Incentive Unit upon the achievement of certain target financial performance metrics as defined in the award agreement.

The Board will determine the target financial performance metric each fiscal year.

During the years ended January 31, 2025 and 2024, the Company recognized $6.1 million and $11.1 million, respectively, of expense as achievement of the performance condition was met.

The Company determined the Co-Invest Agreement was not compensatory in nature as the terms are no more favorable than those available to all holders of the same class of equity, therefore it did not give rise to recognizable compensation cost.

As of January 31, 2025, the Incentive Units were considered redeemable as the closing of the IPO was considered probable.

During the years ended January 31, 2025 and 2024, the Company also granted equity appreciation rights awards under the Plan that are required to be settled in cash.

The awards are classified as liabilities and are remeasured each reporting period.

The Company also granted equity appreciation rights awards under the Plan that are required to be settled in cash.

The awards were classified as liabilities and were remeasured each reporting period.

The liability is included in other long-term liabilities on the consolidated balance sheets and is included in the consolidated statement of operations as equity-based compensation expense.

Cash-Settled Awards

Immediately prior to the Closing Date all vested stock options and restricted stock units were converted into a right to receive an amount in cash, without interest, equal to the excess, if any, of the Merger Consideration of $65.25 less any per-share exercise price (not applicable to restricted stock units) multiplied by the total number of shares of Common Stock underlying the vested stock option or restricted stock unit.

In connection with the Merger, $1.0 million of expense related to the restricted stock units was accelerated upon the Closing Date and recorded in the Predecessor period in 2023.

Immediately prior to the Closing Date unvested equity awards were converted into the contingent right to receive an amount in cash, without interest, equal to the excess, if any, of the Merger Consideration of $65.25 less any per-share exercise price (not applicable to restricted stock units) multiplied by the total number of shares of Common Stock underlying the unvested stock option or restricted stock unit.

The cash-settled awards generally remain subject to the same terms and conditions as were applicable to such awards immediately prior to the Closing Date and generally will vest and become payable at the same time as the unvested stock option or unvested restricted stock unit would have vested.

As of January 31, 2025, the total unrecognized compensation expense related to non-vested cash-settled awards granted is $ 41.7 million and is expected to be recognized over a weighted average period of 1.1 years.

Predecessor Period

Prior to the Merger Date, the Company granted stock options and restricted stock units to employees, directors, officers and consultants of the Company and its subsidiaries under the 2015 Stock Option Plans (defined below) and the 2017

Long Term Incentive Plan (defined below).

Prior to the Merger Date, the Company also had an Employee Stock Purchase Plan (defined below) that permitted eligible employees to purchase common shares as discount.

In connection with the Merger, the 2015 Stock Option Plans, the 2017 Long-Term Incentive Plan, and the Employee Stock Purchase Plan were terminated as of the Closing Date.

2015 Stock Option Plans

In 2015, the Company adopted (i) the Amended and Restated 2015 Stock Option and Grant Plan and (ii) the 2015 Stock Incentive Plan (together the “2015 Stock Option Plans”) under which it may grant incentive stock options (“ISOs”), nonqualified stock options for the right to purchase shares of common stock and restricted stock units (“RSUs”).

Under the 2015 Stock Option Plan, ISOs may not be granted at less than fair market value on the date of the grant and generally vest over a four-year period based on continued service.

2017 Long Term Incentive Plan

In November 2017, the Company’s Board of Directors adopted the 2017 Long Term Incentive Plan (the “2017 Plan”) under which it may grant stock options to purchase shares of common stock and RSUs.

Options and RSUs granted under the 2017 Plan generally vest over terms of one to four years based on continued service.

The fair value for the Company’s stock options granted and the ESPP purchase rights, as discussed further below, during the periods presented were estimated at grant date using a Black-Scholes option-pricing model using the following weighted average assumptions:

February 1, 2022 to

August 15, 2022

Stock Options

Expected dividend rate —%

Expected volatility 50.8%

Risk-free interest rate 2%

Expected term (in years) 6.25

Expected dividend rate —%

Expected volatility 47.9%

Risk-free interest rate 0.1%

Expected term (in years) 0.50

Stock Options

The total fair value of stock options vested was $4.8 million for the Predecessor period in 2023.

The weighted average grant date fair value of stock options granted was $20.15 for the Predecessor period in 2023.

Restricted Stock Units

The total fair value of restricted stock units vested was $29.5 million for the Predecessor period in 2023.

The weighted-average grant date fair value of restricted stock units granted was $44.38 for the Predecessor period in 2023.

Employee Stock Purchase Plan

In November 2017, the Company’s Board of Directors adopted the ESPP.

The ESPP became effective November of 2017, after the date the Company’s registration statement was declared effective by the SEC.

The first offering period opened July 1, 2018 and permitted eligible employees to purchase shares by authorizing payroll deductions from 1% to 15% of employee’s eligible compensation during the offering period, which is generally six-months, with an annual cap of $25,000.0 in fair market value, determined at the grant date.

Unless an employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase shares after the closing of the offering period at a price equal to 85% of the closing price of the shares at the opening or closing of the offering period, whichever is lower.

Expense associated with ESPP purchase rights is recognized on a straight-line basis over the offering period.

During the Predecessor period in 2023, approximately 0.1 million shares of common stock have been purchased or distributed pursuant to the ESPP.

Impact of the IPO

On January 31, 2025, the Board approved modifications to accelerate the vesting of certain incentive units, equity appreciation rights (“EARs”), and cash settled awards subject to the pricing and closing of th e IPO.

Prior to the Corporate

Conversion, the Company modified 3,036,888 incentive units and 377,077 EARs.

Upon the IPO, the vested incentive units were considered redeemable.

As a result of the modification s and the closing of the IPO, the Company recognized $ 113.8 million of equity-based compensation expense in the consolidated statement of operations, which was comprised of $ 61.5 million, $ 12.6 million, and $ 39.8 million of expense for the modified incentive units, EARs, and cash settled awards, respectively.

Additionally, the Company settled the vested EARs and cash settled awards, paying $ 75.2 million.

As of January 31, 2026, the outstanding cash awards remaining to be settled were not significant.

In addition, the Company cancelled and replaced the unvested incentive units and EARs with grants of RSAs and RSUs, respectivel y.

The Company granted 1,253,536 RSAs and 232,168 RSUs, which are governed by the SailPoint, Inc.

Omnibus Incentive Plan (the “Omnibus Plan”).

As a result of granting the RSU s, the Company reclassified an insignificant amount for the unvested EARs from other long-term liabilities on the consolidated balance sheets to additional paid in capital.

As of January 31, 2026 , there were no outstanding awards under the SailPoint Parent, LP Incentive Equity Plan.

On February 12, 2025, the shareholders and Board approved the Omnibus Plan, which then became effective.

The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, stock awards, dividend equivalents, other stock-based awards, cash awards, and substitute awards intended to align the interests of award holders with those of the Company’s stockholders.

The aggregate number of shares of common stock that may be issued pursuant to the Omnibus Plan is 61,083,763 , which shall increase on February 1 of each fiscal year, equal to the lesser of (a) 5 % of the aggregate number of shares of common stock outstanding on January 31 of the immediately preceding fiscal year and (b) such smaller number of shares as determined by the Board.

The Omnibus Plan primarily allows for awards to vest based on continued service to the Company and/or its affiliates.

Equity-based compensation costs for granted awards are recognized as an expense on a straight-line basis over the requisite service period as the services are performed.

Capitalized equity-based compensation expense is recorded as part of property and equipment, net on the consolidated balance sheets and is amortized on a project-by-project basis using the straight-line method.

During the year ended January 31, 2026 , the Company granted 19,753,701 RSUs tha t vest ratably predominantly over two to four years based on continued service to the Company.

As of January 31, 2026 , there were a total of 40.8 million shares of common stock available for grant under the Omnibus Plan.

Restricted stock and RSU activity under the Omnibus Plan for the year ended January 31, 2026 was as follows:

Restricted Stock Units Restricted Stock

Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value

(In thousands) (Per unit) (In thousands) (Per unit)

February 13, 2025 — $ — — $ —

19,986 21.53 1,254 13.29

( 7,303 ) 22.00 ( 877 ) 13.28

Forfeited ( 921 ) 21.57 ( 82 ) 13.20

Unvested balance at January 31, 2026

11,762 $ 21.23 295 $ 13.36

The total grant date fair value for vested restricted stock and RSUs were $ 172.3 million the year ended January 31, 2026 .

As of January 31, 2026 , the total unrecognized stock-based compensation expense related to restricted stock and RSUs was $ 231.3 million that is expected to be recognized over a weighted-average period of 1.7 years.

During the first quarter of fiscal year 2027, we issued 20,799,064 RSUs to certain of our employees, including executive officers.

Stock-based compensation expense is estimated to be $ 289.7 million and will be recognized over four years based on continued service.

Equity-based Compensation Expense

A summary of the Company’s equity-based compensation expense, which includes stock options, incentive units, RSUs, the ESPP and cash-settled awards, is presented below (in thousands):

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

A summary of the Company’s equity-based compensation expense by award type is presented below (in thousands):

Year Ended January 31,

2026 2025 2024

Incentive equity units $ 62,358 $ 31,714 $ 37,469

Equity appreciation rights 13,307 10,253 3,982

Stock options — — — 3,822

RSUs — — — 34,495

ESPP — — — 1,237

Restricted stock awards 12,282 — —

Restricted stock units 182,381 — —

Cash-settled awards 41,748 57,602 93,368

1 unchanged sentence

A summary of the Company’s equity-based compensation expense as recognized in the consolidated statements of operations is presented below (in thousands):

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

Year Ended January 31,

2026 2025 2024

Cost of revenue - subscription $ 19,754 $ 7,119 $ 6,675

3 unchanged sentences

General and administrative 118,099 24,272 39,707

Total equity-based compensation expense, net of amounts capitalized $ 309,800 $ 99,569 $ 134,819

Capitalized equity-based compensation 2,276 — —

Total equity-based compensation expense $ 312,076 $ 99,569 $ 134,819

On January 31, 2025, the Board of Managers of the Company approved modifications to accelerate vesting of certain Incentive Units, Equity Appreciation Rights, and cash settled awards subject to the pricing and closing of the IPO and immediately prior to the corporate conversion.

The Company did not recognize any additional expense as January 31, 2025 and expects to record an estimated equity-based compensation expense of $113.8 million upon the close of the IPO.

The equity awards that will be accelerated or modified, as applicable, are held by our directors, executive officers, and employees.

Balance Sheet Related Items

10 unchanged sentences

Total property and equipment, net $ 35,178 $ 22,879

Depreciation and amortization expense was $6.6 million, $6.6 million, $3.2 million, and $3.3 million for the years ended January 31, 2025 and 2024, and the Successor and Predecessor periods in 2023, respectively.

Depreciation and amortization expense was $ 8.7 million, $ 6.6 million, and $ 6.6 million for the years ended January 31, 2026, 2025, 2024, respectively.

Prepayments and Other Current Assets and Other Non-Current Assets

31 unchanged sentences

Long-term operating lease liabilities $ 12,732 $ 17,832

Equity appreciation rights 14,296 4,154

Total other long-term liabilities $ 12,732 $ 32,128

Provision for income taxes consists of U.S.

and state income taxes and income taxes in certain foreign jurisdictions in which the Company and its taxable subsidiaries conduct business.

and state income taxes and income taxes in certain foreign jurisdictions in which the Company conducts business.

The following table presents consolidated loss before income taxes (in thousands):

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

Year Ended January 31,

2026 2025 2024

Domestic $ ( 350,605 ) $ ( 384,171 ) $ ( 519,395 )

2 unchanged sentences

The provision (benefit) expense for income taxes consisted of the following (in thousands):

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

Year Ended January 31,

2026 2025 2024

Federal $ 1,667 $ 353 $ 1,711

7 unchanged sentences

Provision (benefit) expense for income taxes $ ( 55,945 ) $ ( 60,799 ) $ ( 116,982 )

The significant components of the Company’s taxable subsidiaries' deferred taxes are as follows (in thousands):

The significant components of the Company’s deferred taxes are as follows (in thousands):

January 31, 2026 January 31, 2025

19 unchanged sentences

Net deferred tax (liabilities) assets $ ( 55,646 ) $ ( 128,329 )

As of January 31, 2025, the Company’s taxable subsidiaries have federal, state and foreign net operating loss carryforwards of $80.8 million, $188.3 million and $36.1 million, respectively.

Approximately $0.2 million of the federal net operating loss carryforwards will begin to expire in 2037 and $80.6 million do not expire.

As of January 31, 2026, the Company has federal, state and foreign net operating loss carryforwards of $ 227.3 million, $ 205.1 million and $ 31.5 million, respectively.

Approximately $ 0.2 million of the federal net operating loss

carryforwards will begin to expire in 2037 and $ 227.1 million do not expire.

The state net operating loss carryforwards will begin to expire in 2029, if not utilized.

The foreign net operating losses do not expire.

As of January 31, 2025, the Company’s taxable subsidiaries have federal and state research and development credit carryforwards of $24.8 million and $7.0 million, respectively.

As of January 31, 2026, the Company has federal and state research and development credit carryforwards of $ 30.4 million and $ 8.6 million, respectively.

The federal and state research and development credits will begin to expire in 2027 and 2033, respectively, if not utilized.

The Partnership’s tax basis of net assets and liabilities exceeds the book basis by $825.3 million and $541.2 million as of January 31, 2025 and 2024, respectively.

The primary difference between financial reporting basis and tax basis is related to the deficit in retained earnings.

The Company assessed all available positive and negative evidence to determine whether it expects that sufficient future taxable income will be generated to allow it to realize its existing deferred tax assets.

The Company determined that it is not more likely than not to realize a portion of the benefits of its U.S.

The Company determined that it is more likely than not to realize a portion of the benefits of its U.S.

federal and state interest expense carryforward.

The Company’s taxable subsidiaries have increased the valuation allowance to $32.3 million from $8.3 million as of January 31, 2025 and 2024, respectively.

The following table reconciles the Company’s effective tax rate to the federal statutory tax rate:

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

The Company decreased the valuation allowance to $ 20.3 million from $ 32.3 million as of January 31, 2026 and 2025, respectively.

The following table reconciles the Company's effective tax rate to the federal statutory tax rate under the updated requirements of ASU 2023-09.

Year Ended January 31, 2026

federal taxes at statutory rate $ ( 68,460 ) 21.0 %

State taxes, net of federal benefit 3.3 3.1 4.0 3.7

State and local income taxes, net of federal benefit (1)

( 2,494 ) 0.8

Foreign tax effects

Brazil 3,783 ( 1.2 )

Other 4,013 ( 1.2 )

Effects of changes in tax laws or rates enacted in the current period — —

Effect of cross-border tax laws:

1,786 ( 0.6 )

Research and development credits ( 7,394 ) 2.3

Non-taxable or non-deductible items:

Equity compensation 15,135 ( 4.6 )

Non-deductible officer compensation 16,880 ( 5.2 )

Changes in valuation allowances ( 21,262 ) 6.5

Change in unrecognized tax benefits 2,108 ( 0.7 )

Other ( 503 ) 0.2

Total tax provision and effective tax rate $ ( 55,945 ) 17.2 %

(1) State taxes in California, New Jersey, Illinois, New York, New York City and District of Columbia made up the majority (greater than 50%) of the tax effect in this category

As previously disclosed for the years January 31, 2025 and 2024, prior to the adoption of ASU 2023-09, the following table reconciles the Company’s effective tax rate to the federal statutory tax rate:

Year Ended January 31,

federal taxes at statutory rate 21.0 % 21.0 %

State and local income taxes, net of federal benefit

Foreign tax rate differentials ( 0.3 ) ( 0.1 )

1 unchanged sentence

Research and development credits 1.6 2.2

Nondeductible officer compensation — — — (0.5)

Equity-based compensation ( 1.8 ) ( 1.6 )

5 unchanged sentences

The reconciliation of unrecognized tax benefits is as follows (in thousands):

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

As of January 31,

2026 2025 2024

Beginning Balance $ 50,497 $ 50,386 $ 40,402

5 unchanged sentences

Included in the balance of unrecognized tax benefits as of January 31, 2026, 2025, and 2024 is $ 49.5 million, $ 48.7 million and $ 48.6 million, respectively, of tax benefits that, if recognized, would affect the Company’s effective tax rate.

The Company does not have any significant uncertain tax positions as of January 31, 2025 for which it is reasonably possible that the positions will increase or decrease within the next twelve months.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

During the years ended January 31, 2025 and 2024, and the Successor and Predecessor periods in 2023, the Company did not record any material interest or penalties.

During the years ended January 31, 2026, 2025 and 2024, the Company did no t record any material interest or penalties.

The Company files income tax returns in U.S.

12 unchanged sentences

Accordingly, the Company determined that it operates in one reportable segment.

The Predecessor also determined that it operates in one reportable segment.

The measure used by our CODM for evaluating the Company's overall performance and inform resource allocation to support strategic priorities is net loss.

Significant expense categories regularly provided to the CODM are those disclosed in the consolidated statements of operations.

The CODM utilizes GAAP and non-GAAP measures of profit and loss for evaluating the Company's overall performance and inform resource allocation to support strategic priorities.

The profit and loss measure most consistent with GAAP used by the CODM is net loss.

Significant expense categories regularly provided to the CODM are those disclosed in the consolidated financial statements and related notes.

The following is a summary of consolidated revenues within geographic areas determined by the billing address of the customer for the periods presented (in thousands):

Successor Predecessor

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to

January 31, 2023 February 1, 2022 to

August 15, 2022

Year Ended January 31,

2026 2025 2024

United States $ 694,407 $ 586,466 $ 472,830

9 unchanged sentences

Additional employer contributions may also be made at the Company’s discretion.

The Company recorded expense of $7.1 million, $6.4 million, $2.7 million, and $3.3 million, for the years ended January 31, 2025 and 2024, and the Successor and Predecessor periods in 2023, respectively, for matching contributions to the 401(k) Plan.

Condensed Financial Information of Registrant (Parent Company Only)

SAILPOINT PARENT, LP

Parent Company Only

Condensed Balance Sheets

(in thousands, excepts units)

January 31, 2025 January 31, 2024

Current assets

Cash and cash equivalents $ — $ —

Total current assets — —

Investment in subsidiary 5,607,701 5,297,669

Total assets $ 5,607,701 $ 5,297,669

Liabilities, redeemable convertible units and partners' deficit

Current liabilities

Total current liabilities $ — $ —

Total liabilities — —

Redeemable convertible units, no par value, unlimited units authorized, 499,052,847 and 454,618,712 units issued and outstanding as of January 31, 2025 and 2024, respectively;

aggregate liquidation preference of $8,100,352 and $6,861,381 as of January 31, 2025 and 2024, respectively 11,196,141 5,838,864

Partners' deficit

Additional paid in capital — 37,431

Accumulated deficit (5,588,440) (578,626)

Total partners' deficit (5,588,440) (541,195)

Total liabilities, redeemable convertible units and partners' deficit $ 5,607,701 $ 5,297,669

SAILPOINT PARENT, LP

Parent Company Only

Condensed Statements of Operations

(in thousands)

Year Ended January 31, 2025 Year Ended January 31, 2024 August 16, 2022 to January 31, 2023

Total revenue $ — $ — $ —

Cost of revenue:

Total cost of revenue — — —

Gross profit — — —

Operating expenses:

Total operating expenses — — —

Income from operations — — —

Other expense:

Total other expense — — —

Equity in net loss of subsidiary (315,830) (395,367) (183,259)

Net loss $ (315,830) $ (395,367) $ (183,259)

Description of Business and Basis of Presentation

SailPoint Parent, LP, which is controlled by the TB Funds, became the ultimate parent of Technologies Holdings in August 2022 and is referred to as the “Parent” herein.

The Parent has no operations or significant assets or liabilities other than its investment in Technology Holdings through its subsidiaries.

Accordingly, the Parent is primarily dependent upon distributions from its subsidiary for funding.

However, Holdings and Technologies Holdings’ ability to pay dividends or lend to the Parent is limited under the Credit Agreement.

All obligations under the Credit Agreement are guaranteed by Holdings.

The Credit Agreement contains certain affirmative, negative, and financial covenants, including limitations on dividends and distributions, sales of assets, and other similar activities.

Because of these qualitative restrictions, substantially all of the assets of the Parent’s subsidiaries are restricted.

See Note 9 for additional information.

Basis of Presentation

These condensed financial statements have been presented on a “parent-only” basis.

Under a parent-only presentation, the Parent’s investment in subsidiary is presented under the equity method of accounting.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

As such, these parent-only financial statements should be read in conjunction with the accompanying notes to the consolidated financial statements of the Parent.

During the year ended January 31, 2025, the Parent generated cash from financing activities of $600.3 million related to related to proceeds for the issuance of Class A and B units.

The cash received of $600.3 million was used to invest in Technologies Holdings.

During the year ended January 31, 2024, the Parent generated cash from financing activities of $51.7 million related to proceeds for the issuance of Class A and B units.

The cash received of $51.7 million was used to invest in Technologies Holdings.

During the Successor period in 2023, the Parent generated net cash from financing activities of $5.8 billion related to proceeds for the issuance of Class A and B Units.

The Parent invested the cash of $5.8 billion for the acquisition of Technologies Holdings.

A condensed statement of cash flows was not presented because the Parent has no other material operating, investing, or financing cash flow activities for the year ended January 31, 2025, 2024 and the successor period in 2023.

During the year ended January 31, 2025, the Parent recorded additional paid in capital of $31.7 million related to the Incentive Units issued under the Plan.

On behalf of the Parent, Technology Holdings repurchased Class A and Class B Units of the Parent for $6.2 million, which resulted in a reduction of investment in subsidiary.

During the year ended January 31, 2024, the Parent recorded additional paid in capital of $37.5 million related to the Incentive Units issued under the Plan.

On behalf of the Parent, Technology Holdings repurchased Class A and Class B Units of the Parent for $1.3 million, which resulted in a reduction of investment in subsidiary.

Subsequent Events

The Company evaluated subsequent events through March 27, 2025.

These events, other than those discussed in Note 1, are as follows:

On February 19, 2025, the Company repaid $690.0 million of its Term Loan from the proceeds of its IPO.

On March 3, 2025, the Company repaid the remaining balance of $350.0 million of its Term loan and will record an estimated $15.3 million loss from extinguishment of debt related to debt issuance costs.

During February 2025, the Company issued 16,483,859 restricted stock units primarily in connection with our IPO under a new SailPoint, Inc.

Omnibus Incentive Plan (the "Omnibus Incentive Plan") to certain of its employees, including our executive officers, and certain members of the board in connection with the closing of the IPO.

Stock-based compensation expense is estimated to be $388.4 million and will be recognized subsequent to the date of the closing of the IPO over the vesting terms, which are predominately two or four year terms.

The Company recorded expense of $ 8.4 million, $ 7.1 million, and $ 6.4 million, for the years ended January 31, 2026, 2025, and 2024, respectively, for matching contributions to the 401(k) Plan.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk