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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-27 · 61 added, 627 removed, 111 unchanged (86% of the section changed)

4 unchanged sentences

Management’s Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal controls over financial reporting or an attestation report of our independent public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of January 31, 2026 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Other Information

Insider Trading Arrangements

During the three months ended January 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as described in the table below:

Name and Title

Date of Adoption or Termination

Character of Trading Arrangement (1)

Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

Jim Hagan , Director

January 15, 2026 Rule 10b5-1 trading arrangement

Up to 84,106 shares to be sold

April 15, 2027 (2)

Mitra Rezvan , Chief Accounting Officer

December 26, 2025 Rule 10b5-1 trading arrangement

Indeterminable number of shares to be sold (3)

January 31, 2027 (2)

(1) Each trading arrangement listed as a “Rule 10b5-1 trading arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (the “Rule”) and, among other things, only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

(2) This trading arrangement permits transactions through and including the earliest to occur of (a) the completion of all sales of shares subject to the arrangement, (b) the date listed in the “Duration” column, and (c) the occurrence of such other termination event as specified in the arrangement.

(3) The number of shares to be sold under this plan is based on a designated percentage (ranging from 10% to 30%) of the net number of shares resulting from equity vestings on the dates specified in such plan.

Date of 2026 Annual Meeting of Stockholders

Our board of directors has determined that our 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) will be held virtually on June 4, 2026.

More detailed information regarding the 2026 Annual Meeting will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the SEC.

For any proposal to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the 2026 Annual Meeting, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act.

Generally, such proposals are due 120 days before the anniversary of the date the Company released the proxy materials for the prior year;

however, if the date of the annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy materials.

Because we did not hold an annual meeting last year due to the timing of our IPO, we have determined that Rule 14a-8 stockholder proposals must be received by the Company at its principal executive offices no later than the close of business on March 31, 2026, unless otherwise announced by the Company prior to the 2026 Annual Meeting.

In accordance with our bylaws, stockholder proposals and director nominations that are not intended to be included in the Company’s proxy statement must be received, in writing, by the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the prior year’s annual meeting to be properly brought before an annual meeting of stockholders;

provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.

Thus, if the Company does not receive notice of such a proposal or nomination by March 31, 2026, it will be considered “untimely,” and the presiding officer at the 2026 Annual Meeting may properly use his or her discretionary authority to declare that such proposal or nomination was not properly brought before the meeting and therefore shall not be transacted.

Any matter so submitted must comply with the other provisions of our bylaws.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must satisfy the requirements set forth in Rule 14a-19 of the Exchange Act, including providing notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act.

For the 2026 Annual Meeting, such notice must be postmarked or transmitted electronically to the Company at its principal executive office no later than March 31, 2026, which is the tenth day following the day on which public announcement of the date of the 2026 Annual Meeting of shareholders is first made by the Company.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

Below is a list of the names, ages as of March 27, 2025, positions, and a brief account of the business experience of the individuals who serve as our executive officers or directors.

Name Age Position

Chief Executive Officer and Director

Brian Carolan

Chief Financial Officer

Chris Schmitt

Executive Vice President, General Counsel, and Secretary

Chandrasekar (Chandra) Gnanasambandam

52 Executive Vice President of Product and Chief Technology Officer

Chief People Officer

Kristin Weston

Chair of the Board of Directors

Andrew Almeida

James (Jim) Hagan

Tracey Newell

Mark McClain co-founded STHI in December 2005 and has served as our Chief Executive Officer and on our Board since August 2022, and previously served in such capacities at STHI until the Take-Private Transaction in August 2022.

McClain has more than 20 years of experience developing and leading innovative technology companies that have operated in the identity management market.

In 2000, he founded Waveset Technologies (“Waveset”), a pioneer in the identity management market.

Following the acquisition of Waveset by Sun Microsystems (“Sun”) in 2003, Mr.

McClain served as Vice President of Software Marketing for Sun.

McClain’s career also includes experience in international sales and marketing with HP (NYSE:

HPQ) and IBM Tivoli Systems.

McClain holds a B.A.

in Economics from Point Loma Nazarene University and an M.B.A.

from the University of California, Los Angeles.

Matt Mills has served as our President since June 2024 and served as our President, Worldwide Field Operations from August 2022 until June 2024, and previously served in such capacity at STHI from February 2021 until the Take-Private Transaction in August 2022.

Mills initially joined STHI as its Chief Revenue Officer in August 2019, serving in that capacity until becoming President, Worldwide Field Operations in February 2021.

Mills brings more than 30 years of experience to this role.

Before joining STHI, Mr.

Mills was the chief executive officer of MapR Technologies, an enterprise software company, from October 2015 until February 2018.

Immediately prior to that, he spent 20 years at Oracle Corporation (NYSE:

ORCL), most recently as Senior Vice President North America Sales, where he oversaw more than 8,000 employees and was responsible for $4.5 billion in annual revenue.

Since September 2018, Mr.

Mills has served as board member and advisor to various early-stage SaaS companies.

Additionally, Mr.

Mills currently serves as a managing partner of Tappan Hill Venture Partners II, LLC, a venture capital fund.

Mills holds a B.S.

in Business from Ferris State University in Michigan.

Brian Carolan has served as our Chief Financial Officer since December 2022.

Prior to his role at SailPoint, Mr.

Carolan worked at Commvault Systems, Inc.

CVLT) (“Commvault”), a data protection and cyber resilience company, for over twenty years, serving as Chief Financial Officer from October 2012 until June 2022, Vice President, Finance and Chief Accounting Officer from July 2006 until September 2012, and Controller from February 2001 until June 2006.

Prior to joining Commvault, Mr.

Carolan worked in the Technology, Communications, and Entertainment audit practice of Ernst & Young LLP from 1993 until January 2001.

Carolan holds a B.S.

in Accounting from Villanova University and an M.B.A.

from New York University.

Carolan is a certified public accountant in the State of New Jersey.

Chris Schmitt has served as our Executive Vice President, General Counsel and Secretary since August 2022 and as an Executive Vice President since July 2020, and previously served as General Counsel and Secretary for STHI from March 2017 and as an Executive Vice President for STHI from July 2020 until the Take-Private Transaction in August 2022.

Schmitt has nearly 25 years of corporate legal experience.

Prior to joining STHI, Mr.

Schmitt was a Partner at the law firm Vinson & Elkins L.L.P.

from January 2010 until March 2017, practicing in the firm’s Capital Markets and Mergers & Acquisitions group.

His practice focused on mergers and acquisitions, public and private securities offerings, technology transactions, and compliance and corporate governance.

Prior to that, Mr.

Schmitt was an Associate attorney at Vinson & Elkins and, before that, at the law firm Baker Botts L.L.P.

Schmitt holds a B.S.

in Political Science and Economics and a J.D., both from the University of Michigan.

Chandrasekar (Chandra) Gnanasambandam has served as our Executive Vice President of Product and Chief Technology Officer since February 2025.

Gnanasambandam joins SailPoint after a two decades-long career at McKinsey & Company, where he most recently co-led the firm's global high-tech practice.

His expertise spans both product management and engineering, with a proven track record of driving large-scale transformations for some of the world’s largest and fastest-growing cloud companies.

Prior to his work in McKinsey’s high-tech practice, Mr.

Gnanasambandam co-founded and led Fuel, McKinsey’s investor and start-up arm, and was a founding partner of McKinsey's Bangalore office in India.

He started his career as a Java architect in the early days of Java at Sun Microsystems where he contributed to the programming language’s development and implementation for large customers.

Gnanasambandam holds a M.S.

in Engineering from the University of Saskatchewan and an M.S.

in Engineering from Georgia Institute of Technology.

Abby Payne has served as our Chief People Officer since August 2022, and previously served in such capacity at STHI from December 2019 until the Take-Private Transaction in August 2022.

Payne previously served as the Vice President of Human Resources at STHI starting in October 2011.

Payne has nearly 25 years of experience serving in various human resources capacities for technology companies.

Prior to joining STHI, Ms.

Payne worked at BMC Software, an IT services and IT consulting company, as a Senior Human Resources Business Partner from July 2009 to October 2011, and at Trilogy, a software development company, as a Human Resources Manager from December 1999 to June 2009.

Payne holds a B.B.A.

in Business Management from the University of Texas at Austin.

Kristin Weston has served on our Board since August 2022.

Weston has served as an Operating Partner of Thoma Bravo since November 2020.

Weston was the Interim Chief Executive Officer of Talend, a data integration and data management company, from October 2022 to May 2023.

Weston previously served as Senior Advisor, Private Equity to Vista Equity Partners, a private equity firm, from April 2020 to November 2020.

Weston also previously served Social Solutions Global, a software provider, as the Chief Executive Officer from October 2016 to April 2020, and MicroEdge, LLC (“MicroEdge”), a software and services company, as the Chief Executive Officer from November 2013 until its acquisition in October 2014 by Blackbaud, Inc.

and thereafter, she continued leading the MicroEdge business until April 2016.

Prior to joining MicroEdge, Ms.

Weston served as General Manager of the litigation software division of Thomson Reuters Corporation (NYSE:

TRI), a news and information-based tools provider, from February 2012 to November 2013, and as President of Kroll Ontrack, Inc., an information services provider, where she held a variety of roles from 2001 to 2011.

Weston currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment.

Weston also previously served on the board of directors of other software and technology companies, including N-able, Inc.

NABL) from July 2021 to November 2022.

Weston received a B.A.

in English from the University of Minnesota and a J.D.

from William Mitchell College of Law.

Weston also received a Certificate in Management and Leadership from the MIT Sloan School of Management.

Andrew Almeida has served on our Board since August 2022.

Almeida is a Partner at Thoma Bravo.

Almeida joined Thoma Bravo in 2012 as an Associate, was promoted to Senior Associate in 2014, to Vice President in 2016, to Principal in 2019, and to Partner in 2022.

Almeida previously worked in investment banking at Bank of America Merrill Lynch.

Almeida currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment.

Almeida received a B.B.A.

in Finance, Investment, and Banking and a B.A.

in Economics from The University of Wisconsin—Madison and an M.S.

from Vanderbilt University.

William Bock has served on our Board since August 2022 and previously served on the board of directors of STHI since 2011.

Bock has served on the board of directors of Silicon Laboratories Inc.

SLAB) (“Silicon Labs”), a provider of silicon, software, and solutions for the IoT, internet infrastructure, industrial, consumer, and automotive markets, since 2011.

In addition, Mr.

Bock has served as Chairman of the board of directors of N-able, Inc.

NABL), an IT enablement company, since July 2021 and as a member of the board of directors of SolarWinds Corporation (NYSE:

SWI) (“SolarWinds”), a software company, since October 2018, being appointed as Chairman of SolarWinds’ board in August 2020.

From 2013 to his retirement in 2016, Mr.

Bock served as the President of Silicon Labs.

Bock also served Silicon Labs as Senior Vice President of Finance and Administration and Chief Financial Officer from 2006 to 2011.

Prior to joining Silicon Labs, Mr.

Bock participated in the venture capital industry, principally as a partner with CenterPoint Ventures, a venture capital firm, and previously held senior executive positions with various venture-backed companies.

Bock began his career with Texas Instruments (NASDAQ:

TXN), a semiconductor company.

Bock holds a B.S.

in Computer Science from Iowa State University and an M.S.

in Industrial Administration from Carnegie Mellon University.

Seth Boro has served on our Board since August 2022 and previously served on the board of directors of STHI from September 2014 until November 2018.

Boro has served as a Managing Partner at Thoma Bravo since 2013.

Boro joined Thoma Bravo in 2005 and became a Partner in 2010, serving in that capacity until becoming a Managing Partner in 2013.

Boro was previously an associate with the private equity firm Summit Partners and an analyst with Credit Suisse.

Boro currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment.

Boro also previously served on the board of directors of other cybersecurity companies, including Dynatrace (NYSE:

DT) from January 2015 to February 2024 and SolarWinds (NYSE:

SWI) from February 2016 to October 2022.

Boro is a graduate of Queen’s University School of Business (Canada), where he received a Bachelor of Commerce degree, and he received an M.B.A.

from the Stanford Graduate School of Business.

Ronald Green has served on our Board since August 2022 and previously served on the board of directors of STHI since July 2021.

Green is an experienced security leader and has served as Cybersecurity Fellow at Mastercard Inc.

MA) (“Mastercard”), a payment services company, since November 2023.

Prior to that, Mr.

Green served as Mastercard’s Executive Vice President, Chief Security Officer beginning in January 2014, leading a global team that ensures the safety and security of Mastercard’s network, products, and services, and serving on Mastercard’s Management Committee.

Prior to joining Mastercard, Mr.

Green served as Deputy CISO at Fidelity Information Services, a fintech software company, from December 2012 to January 2014.

Prior to this position, Mr.

Green was Director, Investigation, and Protections Operations at BlackBerry Limited (NYSE:

BB), a cybersecurity software company, and before that he served as a senior vice president across several areas at Bank of America (NYSE:

BAC), a financial services company.

He also has extensive experience working with international and federal law enforcement agencies, both as a special agent in the United States Secret Service, where among other things he worked on fraud investigations, and as an officer in the United States Army.

Green currently serves as Chair of the Financial Services Sector Coordinating Council and as a member of the United States Secret Service Cyber Investigations Advisory Board.

Green holds a B.S.

in mechanical engineering from the United States Military Academy at West Point, is a graduate of the FBI’s Domestic Security Executive Academy, and holds a graduate certification in Information Assurance from The George Washington University.

James (Jim) Hagan has served on our Board since August 2022.

Hagan has served as an Operating Partner of Thoma Bravo since September 2019.

Hagan previously served as the Chief Financial Officer of MedeAnalytics, Inc.

(“MedeAnalytics”), a healthcare analytics company, from September 2016 to October 2020.

Prior to MedeAnalytics, Mr.

Hagan served in various management roles at Forcepoint LLC (“Forcepoint”), a cybersecurity company, including Chief Operating Officer and Interim Chief Executive Officer, from March 2016 to August 2016.

Before joining Forcepoint, Mr.

Hagan served in various financial roles at Websense, Inc.

(formerly NASDAQ:

WBSN), a cybersecurity company, including Chief Financial Officer, from May 2007 to March 2016.

Hagan also served as the Director of Finance of Fair Isaac (NYSE:

FICO), an analytics company, and as an associate in both the Industrial and Global Financial Sponsors groups at Lehman Brothers from June 2003 to March 2005.

Hagan currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment.

Hagan received a B.S.

in Management Science from University of California, San Diego and an M.B.A.

from UCLA Anderson School of Management.

Sacha May has served on our Board since August 2022.

May has served as a Vice President at Thoma Bravo since August 2021.

May previously was with TA Associates as a Senior Associate from July 2018 to July 2021 where he focused on software investments and worked in investment banking at Moelis & Company from July 2015 to June 2018.

May currently serves on the board of directors of software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment.

May received his B.S.

in Business from NYU Stern School of Business.

Tracey Newell has served on our Board since August 2022 and previously served on the board of directors of STHI since March 2019.

Newell served as President of Global Field Operations at Informatica LLC (“Informatica”), an enterprise cloud data management company, from July 2018 until her retirement in January 2021, during which time she was responsible for worldwide field sales, alliances, channels and sales operations, and customer success.

From December 2020 until May 2023, Ms.

Newell served on the board of directors of Sumo Logic, Inc.

SUMO), a SaaS log analytics platform, and she also currently serves on the board of directors of several private technology companies.

Newell previously served as a member of the Informatica board of directors from June 2016 to June 2018, and prior to joining Informatica, Ms.

Newell was Executive Vice President of global field operations at Proofpoint, Inc.

(“Proofpoint”), an enterprise security software and solutions company, from August 2013 until June 2018.

Before Proofpoint, from July 2011 to August 2013, Ms.

Newell was Executive Vice President, Global Sales at Poly Inc., formerly Polycom, a communications company.

Newell has also held sales leadership positions at Juniper Networks, a networking products company, and at Cisco WebEx, a collaboration platform company.

Newell holds a B.A.

in Business Economics from the University of California, Santa Barbara.

Family Relationships

There are no family relationships between any of our executive officers or directors.

Audit Committee

We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and the applicable listing standards of Nasdaq.

The members of the Audit Committee of the Board (the “Audit Committee”) are Messrs.

Bock, Green, and Hagan, with Mr.

Hagan serving as chair of the committee.

Each member of the Audit Committee is financially literate.

The Board has determined that Messrs.

Bock, Green, and Hagan meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq.

Our Board determined that each of Messrs.

Bock and Hagan is an “audit committee financial expert” within the meaning of SEC regulations and applicable listing standards of Nasdaq.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting.

A copy of our code of business conduct and ethics is available free of charge on the “Investor relations” section of our website at https://investor.sailpoint.com.

We intend satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to the code, or any waivers of its requirements, by posting such information on the “Investor relations” section of our website at https://investor.sailpoint.com.

Insider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale, and other dispositions of the Company’s securities by its directors, officers and employees, a copy of which is filed as Exhibit 19.1 to this Annual Report and which the Company believes is reasonably designed to promote compliance with insider trading laws, rules, and regulations as well as the applicable rules and regulations of the Nasdaq.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws as well as the applicable rules and regulations of Nasdaq.

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.

Executive Compensation

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis section is to provide information about the material elements of compensation that are paid, awarded to, or earned by, our “Named Executive Officers,” who consist of our PEO, our PFO, and the three other most highly compensated executive officers (other than our PEO and PFO).

For fiscal 2025 (i.e., our fiscal year ended January 31, 2025), our Named Executive Officers and their positions were:

• Mark McClain, Chief Executive Officer;

• Brian Carolan, Chief Financial Officer;

• Matt Mills, President;

• Chris Schmitt, Executive Vice President, General Counsel, and Secretary;

• Abby Payne, Chief People Officer.

Historical Compensation Decisions

Our compensation approach reflects our current stage in our development as a business and also our ownership structure.

For more than two years prior to our IPO, we and our operating subsidiaries were privately held and controlled by Thoma Bravo, one of the largest software-focused investors in the world.

Our prior compensation policies and determinations, including those made for fiscal 2025, have been the determinations of, and approved by, the Compensation and Nominating Committee (which we refer to as the “Compensation Committee” in this Compensation Discussion and Analysis) and were informed by various factors, including our compensation philosophy, company and individual performance, the scope and responsibilities of each executive’s role relative to market benchmarks, and the compensation levels of our other executive officers.

Compensation Philosophy and Objectives

We have strived to create an executive compensation program that balances short-term versus long-term payments and awards, cash payments versus equity awards, and fixed versus contingent payments and awards in ways that we believe are most appropriate to motivate our executive officers.

Our executive compensation program is designed to:

• attract and retain talented and experienced executives in our industry;

• reward executives whose knowledge, skills, and performance are critical to our success;

• align the interests of our executive officers and shareholders by motivating executive officers to increase shareholder value and rewarding executive officers when shareholder value increases;

• foster a shared commitment among executives by aligning their individual goals with the goals of the executive management team and our company;

• compensate our executives in a manner that incentivizes them to manage our business to meet our long-range objectives.

To achieve these objectives, the Compensation Committee expects to maintain our current compensation plans and consider implementing new compensation plans in order to tie a substantial portion of the executives’ overall compensation to key strategic financial goals.

Our executive compensation program rewards team accomplishments while promoting individual accountability and depends on Company results as well as individual impact.

A portion of total compensation is placed at risk through annual performance bonuses and long-term incentives.

The combination of incentives is designed to balance annual operating objectives and Company earnings performance with longer-term shareholder value creation.

We seek to provide competitive compensation that is commensurate with performance and to promote a long-term commitment to the Company by our executives.

Our team-focused culture and management processes are designed to foster this commitment.

Risk Assessment

The Company’s compensation programs and policies mitigate risk by combining performance-based, long- term compensation elements with payouts that are highly correlated to the value delivered to shareholders.

The combination of performance measures for annual bonuses and the equity compensation programs, as well as the multiyear vesting schedules for equity awards, encourages employees to maintain both a short and a long-term view with respect to Company performance.

Elements of Compensation

Our current executive compensation program, which is set by our Compensation Committee, consists of the following components:

• base salary;

• annual cash incentive awards linked to our overall performance;

• grants of long-term equity-based compensation;

• other employee benefits.

We combine these elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational, and strategic objectives, and align the interests of our executive officers and other senior personnel with those of our stockholders.

We utilize the particular elements of compensation described above because we believe that it provides a well-proportioned mix of secure compensation, retention value, and at-risk compensation, which produces short-term and long-term performance incentives and rewards.

By following this approach, we provide the executive a measure of security in the minimum expected level of compensation, while motivating the executive to focus on business metrics that will produce a high level of short-term and long-term performance for the Company and long-term wealth creation for the executive, as well as reducing the risk of recruitment of top executive talent by competitors.

We pay base salaries to retain the individual executive’s services and to reward and motivate individual performance.

The Board makes adjustments to the base salary rates of the Named Executive Officers upon consideration of any factors that it

deems relevant, including but not limited to:

(i) any increase or decrease in the executive’s responsibilities, (ii) the executive’s job performance, and (iii) the level of compensation paid to executives of other companies with which we compete for executive talent, as estimated based on publicly available information and the experience of members of the Board and our Chief Executive Officer.

Base salaries were reviewed by our Compensation Committee in fiscal 2024 (i.e., our fiscal year ended January 31, 2024) with changes effective July 1 of that year.

In setting base salaries, the Compensation Committee considers peer group comparisons and assesses the individual skills, performance, experience, responsibilities, and time in position of each Named Executive Officer.

Below are the annual base salaries for our Named Executive Officers for fiscal 2024 (i.e., our fiscal year ended January 31, 2024) and fiscal 2025, reported as of January 31 of each year.

Annual Base Salary

Name FY 2024 FY 2025

$525,000 $600,000

Brian Carolan

$425,000 $450,000

$465,000 $525,000

Chris Schmitt

$365,000 $400,000

$345,000 $375,000

The base salaries paid to our Named Executive Officers in fiscal 2025 are set forth in the Summary Compensation Table below.

Annual Incentive Compensation

Historically, our Compensation Committee has awarded annual cash bonuses to our Named Executive Officers under our corporate bonus plan on an annual basis, or at the commencement of an executive officer’s employment with us, by setting a target level of bonus compensation that is structured as a percentage of such executive officer’s annual base salary.

In 2024, we changed our fiscal year from a calendar year to the 12-month period ending January 31.

Our Compensation Committee is in the process of determining how bonuses will be measured in future years in light of this change.

As such, in fiscal 2025 our Compensation Committee elected to award discretionary annual cash bonuses to our Named Executive Officers in the amounts set forth in the table below.

The bonuses were paid following a year-end review by the Compensation Committee of the Named Executive Officer’s performance but were not measured against pre-established performance objectives.

The following table shows fiscal year 2025 discretionary bonus payouts and calendar year 2023 bonus payouts under the Company’s bonus plan.

Name Fiscal Year 2025 Discretionary Bonus Payout Calendar Year 2023 Bonus Plan Payout

$548,637 $656,250

Brian Carolan

$289,063 $318,750

$482,785 $581,250

Chris Schmitt

$223,818 $273,750

Long-Term Equity-Based Awards

We believe that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our executive officers’ total compensation package in equity- based compensation aligns the incentives of our executives with the interests of our stockholders and with our long-term corporate success.

Additionally, we believe that equity-based compensation awards enable us to attract, motivate, retain, and adequately compensate executive talent.

To that end, on June 30, 2023, we awarded equity-based compensation to our executive officers in the form of profits interests (“Incentive Units”) under the SailPoint Parent, LP Incentive Equity Plan.

We believe such Incentive Unit awards, of which 50% were subject to time-vesting and 50% were subject to performance-vesting, provided executive with a significant long-term interest in our success by rewarding the creation of stockholder value over time.

We did not grant any additional Incentive Units to our Named Executive Officers in fiscal 2025.

The time-vesting Incentive Units vested 25% on August 16, 2023 (December 12, 2023 for Mr.

Carolan), and the Incentive Unit grant agreements (the “Profits Interest Grant Agreements”) provided that the remaining unvested time-vesting Incentive Units would vest ratably in a series of 36 equal monthly installments, subject to the Named Executive Officer’s continued employment.

The performance vesting Incentive Units were subject to vesting in five yearly installments through December 31, 2026, upon the achievement of target financial performance metrics which were to be determined yearly by the Board, beginning with calendar year 2023.

For calendar year 2024, the Compensation Committee approved the vesting of the applicable installment of Incentive Units at its discretion without measuring against the pre-established performance objective.

The Profits Interest Grant Agreements provided that upon confirmation by the Board that financial performance measures for any given fiscal year did not equal or exceed the applicable target financial performance (an “Unvested Year”), then all performance-vesting Incentive Units for such Unvested Year that would have otherwise vested had the financial performance for such fiscal year equaled or exceeded the applicable target financial performance would remain unvested (the “Unvested Performance Incentive Units”).

To the extent that the Board confirmed for the fiscal year immediately subsequent to such Unvested Year that financial performance for such subsequent fiscal year equaled or exceeded the target financial performance for such subsequent fiscal year (and the Named Executive Officer had been in continuous service with the Company through the end of such subsequent fiscal year) then all Unvested Performance Incentive Units from such immediately preceding Unvested Year outstanding as of such date that would have otherwise vested had the financial performance for such previous Unvested Year equaled or exceeded the applicable target financial performance for such Unvested Year would become immediately vested upon the date of such determination by the Board.

In connection with our IPO, the Named Executive Officer’s Incentive Units were converted into fully vested shares of our common stock.

Please see “Actions Taken in Fiscal 2026” below for more information.

Other Executive Benefits and Perquisites

We provide benefits to our executive officers on the same basis as other eligible employees including:

• health insurance;

• vacation, personal holidays, and sick days;

• a 401(k) plan with matching contributions.

Stock Ownership Guidelines and Holding Requirements

We plan to establish stock ownership guidelines pursuant to which covered persons (including our Named Executive Officers) will be prohibited from selling or disposing of any shares of our common stock unless and until the covered person holds an aggregate value of our common stock (or equivalents recognized under our policy) equal to a to-be-determined multiple of their annual base salary.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments.

Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company.

In the event we determine to grant such awards in the future, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

Actions Taken in Fiscal 2026

Treatment of Incentive Units

In connection with our IPO, all unvested Incentive Units held by our Named Executive Officers and non-employee directors were accelerated and vested.

Thereafter, any vested outstanding Incentive Units were converted into fully vested shares of our common stock.

Following the IPO, there is no further liability with respect to the Incentive Units and long-term incentive compensation will be awarded to our Named Executive Officers pursuant to the Omnibus Plan.

Omnibus Incentive Plan

We adopted the Omnibus Plan to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer eligible individuals cash and stock-based incentives, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards.

The Compensation

Committee’s decision to grant awards under the Omnibus Plan is discretionary, we strive to maintain an appropriate balance between the aggregate number of shares used for equity grants and shareholder interests.

In connection with our IPO, we granted 15,900,040 restricted stock units under the Omnibus Plan to certain employees, including our Named Executive Officers, and certain of our non-employee directors as follows:

(i) 3,346,744 restricted stock units to Mr.

McClain, (ii) 834,393 restricted stock units to Mr.

Carolan, (iii) 1,169,068 restricted stock units to Mr.

Mills, (iv) 652,175 restricted stock units to Mr.

Schmitt, (v) 600,580 restricted stock units to Ms.

Payne, and (vi) 23,188 restricted stock units to each of Messrs.

Bock, Green, and Hagan and Mses.

Newell and Weston.

The restricted stock units granted to our Named Executive Officers will vest over a period of [two years], subject to such executive’s continued service through the applicable vesting dates and the restricted stock units granted to our non-employee directors will vest on the date of our annual shareholder meeting in 2026, subject to the non-employee director’s continued service through such vesting date.

Employee Stock Purchase Plan

In order to incentivize employees of the Company, its designated affiliates, and subsidiaries, we adopted the SailPoint, Inc.

Employee Stock Purchase Plan (the “ESPP”).

The ESPP is comprised of two distinct components in order to provide increased flexibility to grant rights to purchase shares under the ESPP to U.S.

and to non-U.S.

Specifically, the ESPP authorizes (i) the grant of rights to purchase shares to U.S.

employees that are intended to qualify for favorable U.S.

federal tax treatment under Section 423 of the Code, and (ii) the grant of rights to purchase shares that are not intended to be tax-qualified under Section 423 of the Code.

Clawback Policy

We also adopted a clawback policy that complies with Nasdaq’s clawback listing standards, Section 10D of the Exchange Act and the rules promulgated thereunder (the “Clawback Policy”).

In the event that we are required to prepare an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws, the Clawback Policy requires that covered executives must reimburse us, or forfeit, any excess incentive-based compensation “received” (as defined in Section 10D of the Exchange Act) by such covered executive during the three completed fiscal years immediately preceding the date on which we are required to prepare the restatement.

Executives covered by the Clawback Policy include our current and former executive officers, as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act and the Nasdaq listing standards, and such other senior executives or employees who may from time to time be deemed subject to the Clawback Policy by the Compensation Committee.

Compensation Committee Report

The following report of the Compensation and Nominating Committee of the Board does not constitute soliciting material and should not be deemed filed or incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate this report by reference.

The Compensation and Nominating Committee has reviewed and discussed with management this Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K.

Based on the review and discussions, the Compensation and Nominating Committee recommended to the Board that this Compensation Discussion and Analysis be included in this Annual Report.

The Compensation and Nominating Committee

Tracey Newell, Chair

Andrew Almeida

2025 Summary Compensation Table

The following table sets forth certain information with respect to compensation for fiscal 2025, fiscal 2024 (i.e., our fiscal year ended January 31, 2024), and fiscal 2023 (i.e., our fiscal year ended January 31, 2023) earned by, awarded to, or paid to our Named Executive Officers.

Name and Principal Position Fiscal Year Salary

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

2025 568,750 548,637 — — — 10,538 1,127,925

Chief Executive Officer 2024 525,000 — — 22,162,963 656,250 9,188 23,353,401

2023 514,583 — 4,377,111 2,389,508 — 5,262 7,286,464

Brian Carolan

2025 439,583 289,063 — — — 10,412 739,058

Chief Financial Officer 2024 425,000 — — 5,194,441 318,750 9,900 5,948,091

2023 59,564 — — — — 1,063 60,627

2025 500,000 482,785 — — — — 982,785

2024 465,000 — — 7,757,034 581,250 — 8,803,284

2023 458,750 300,00 2,501,189 1,365,424 — — 4,625,363

Chris Schmitt

2025 385,417 223,818 — — — 10,438 619,673

EVP, General Counsel

2024 365,000 — — 3,989,327 273,750 9,900 4,637,977

and Secretary

2023 358,750 500,000 1,094,278 597,367 — 5,050 2,555,445

2025 362,500 185,558 — — — — 548,058

Chief People Officer 2024 — — — — — — —

2023 — — — — — — —

_______________

(1) The amounts reported in this column represent the grant date fair value of awards granted to the Named Executive Officers during the applicable fiscal year, computed in accordance with FASB Accounting Standards Codification Topic 718.

The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 13 to the consolidated financial statements included elsewhere in this annual report.

The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be ultimately realized by the Named Executive Officers for the awards.

(2) In fiscal 2024, the Named Executive Officers were awarded Incentive Units that were intended to constitute profits interests for U.S.

federal income tax purposes.

Despite the fact that the Incentive Units did not require the payment of an exercise price, they were most similar economically to stock options.

Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.”

The target financial performance metrics applicable to the performance-vesting Incentive Units were determined yearly by the Board, so for accounting purposes, the tranches of performance-vesting Incentive Units eligible for vesting as of December 31, 2025 and 2026 were not considered granted.

Accordingly, in addition to the grant date fair value of the time-vesting Incentive Units, only the grant date fair value of the performance-vesting Incentive Units eligible for vesting as of December 31, 2022, 2023, and 2024 for which the target financial performance metrics had been established (December 31, 2023 and 2024 for Mr.

Carolan) are reported in this column.

For additional details on the Incentive Units, see the section titled “—Pay Mix—Long-Term Equity-Based Awards” above.

(3) The amounts reported in this column reflect matching contributions by the Company under its 401(k) plan.

2025 Grants of Plan-Based Awards

In fiscal 2025, the Company did not grant any plan-based awards to our Named Executive Officers.

Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for Fiscal 2025

Employment Agreements

We have not entered into Employment Agreements with any of our Named Executive Officers.

Outstanding Equity Awards at Fiscal 2025 Year End

The following table sets forth certain information with respect to outstanding equity awards of our Named Executive Officers as of January 31, 2025.

Option Awards (1)

Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options

(#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price

Option Expiration Date (3)

1,007,721.42 331,258.09 — N/A N/A

Brian Carolan

213,573.74 100,249.38 — N/A N/A

352,701.91 115,940.90 — N/A N/A

Chris Schmitt

181,389.02 59,627.13 — N/A N/A

_______________

(1) The time-vesting Incentive Units vested 25% on August 16, 2023 (December 12, 2023 for Mr.

Carolan), and the Profits Interest Grant Agreements provided that the remaining unvested time-vesting Incentive Units would vest ratably in a series of 36 equal monthly installments.

(2) This column does not include the performance-vesting Incentive Units with respect to the performance periods ending December 2025 and December 2026 for which the applicable target financial performance metrics had not been set such that for accounting purposes such Incentive Units were not considered granted.

See “—Potential Payments Upon Termination or a Change in Control” below for more information on these Incentive Units.

(3) The Incentive Units are not traditional options, and therefore, there is no exercise price or expiration date, but rather the Incentive Units participate in distributions attributable to the appreciation in the fair market value of SailPoint Parent, LP, or profits of SailPoint Parent, LP, after their respective dates of grant.

Options Exercised and Stock Vested in Fiscal 2025

In fiscal 2025, our Named Executive Officers did not vest in any stock awards or exercise any option awards.

Potential Payments Upon Termination or a Change in Control

Outstanding Equity

Sale of the Partnership

Under the terms of the Profits Interest Grant Agreements, upon the occurrence of a sale of SailPoint Parent, LP (which we refer to as the “Partnership” in this Compensation Discussion and Analysis), 100% of unvested Incentive Units would vest, provided that the Named Executive Officer remained in continuous service with the Company until immediately prior to the Sale of the Partnership.

Notwithstanding the foregoing, unvested performance-vesting Incentive Units from any Unvested Year(s) and/or forfeited year(s) would vest if (i) the Thoma Bravo Funds (as defined below) achieved an IRR of at least 20% and (ii) the Thoma Bravo Funds achieved a cash-on-cash return of at least 2.0.

Any unvested performance-vesting Incentive Units which remained unvested and did not accelerate or vest pursuant to the preceding sentence in connection with a Sale of the Partnership would automatically terminate and be cancelled for no payment of any kind.

As defined in the Amended and Restated Limited Partnership Agreement of the Partnership, “Sale of the Partnership” meant any transaction or series of transactions pursuant to which any person or group of related persons (other than the investors and their controlled affiliates) in the aggregate acquired (i) a majority of the Class A Units and Class B Units or a majority of the outstanding equity securities of the Partnership by vote or by value (in each case whether by merger, consolidation, reorganization, combination, asset sale, or transfer of equity securities, securityholder or voting agreement, proxy, power of attorney, or otherwise) or (ii) all or substantially all of the Partnership’s and its subsidiaries’ assets determined on a consolidated basis.

Also, as used above, the “Thoma Bravo Funds” refers to Thoma Bravo Executive Fund XIII, L.P., Thoma Bravo Fund XIII, L.P., Thoma Bravo Fund XIII-A, L.P., Thoma Bravo Executive Fund XV, L.P., Thoma Bravo Fund

XV, L.P., Thoma Bravo Fund XV-A, L.P., Thoma Bravo Employee Fund, L.P., Project Hotel California Co-Invest Fund, L.P., Thoma Bravo Co-Invest Opportunities XV-1, L.P., Thoma Bravo Co-Invest Opportunities XV-3, L.P., and Project Quail Opportunities, L.P.

Although the value of the unvested Incentive Units that would have accelerated and vested as of a Sale of the Partnership cannot be quantified, the number of such awards held by each Named Executive Officer as of January 31, 2025 was as follows:

McClain approximately 666,003.08 Incentive Units, (ii) for Mr.

Carolan approximately 204,857.39 Incentive Units, (iii) for Mr.

Mills approximately 233,101.94 Incentive Units, (iv) for Mr.

Schmitt approximately 119,881.51 Incentive Units, and (v) for Ms.

Payne approximately 119,881.51 Incentive Units.

The foregoing amounts include performance-vesting Incentive Units with respect to the performance periods ending December 2025 and December 2026 for which the applicable target financial performance metrics have not been set, such that for accounting purposes such Incentive Units were not considered granted, in the following amounts:

(i) for McClain approximately 334,744.99 Incentive Units, (ii) for Mr.

Carolan approximately 104,608.01 Incentive Units, (iii) for Mr.

Mills approximately 117,161.49 Incentive Units, (iv) for Mr.

Schmitt approximately 60,254.83 Incentive Units, and (v) for Ms.

Payne approximately 60,254.83 Incentive Units.

Termination of Employment Due to Death

At the closing of the Take-Private Transaction, outstanding restricted stock units were converted into the right to receive cash in the amount of the number of restricted stock units held by each grantee multiplied by the merger consideration (such awards, “Converted RSU Awards”) and such awards retained the original vesting schedule of the restricted stock units.

Upon a termination of employment due to a Named Executive Officer’s death, such Named Executive Officer’s unvested Converted RSU Awards will accelerate and vest, in an amount up to $1,000,000.

The value of the unvested Converted RSU Awards that would accelerate and vest upon a termination of employment due to a Named Executive Officer’s death as of January 31, 2025 is as follows:

McClain, $1,000,000, (ii) for Mr.

Carolan, $0, (iii) for Mr.

Mills, $1,000,000, (iv) for Mr.

Schmitt, $629,988.75, and (v) for Ms.

Payne, $629,988.75.

As of January 31, 2025, the Named Executive Officers were not entitled to receive any additional potential payments upon a termination of employment or a change in control.

Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of our Board during fiscal 2025.

Other than as set forth in the table, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of the Board in fiscal 2025.

2025 Director Compensation Table

Name Fees Earned or Paid in Cash

Option Awards

70,000 — 70,000

45,000 — 45,000

James (Jim) Hagan

125,000 — 125,000

Tracey Newell

45,000 — 45,000

Kristin Weston

150,000 — 150,000

_______________

(1) At the end of fiscal 2025, (i) Mr.

Bock held approximately 11,297.64 outstanding Incentive Units, (ii) Mr.

Green held approximately 11,297.64 outstanding Incentive Units, (iii) Mr.

Hagan held approximately 31,633.39 outstanding Incentive Units, (iv) Ms.

Newell held approximately 11,297.64 outstanding Incentive Units, and (v) Ms.

Weston held approximately 61,007.25 outstanding Incentive Units.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation and Nominating Committee.

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance under Equity Compensation Plans

As of January 31, 2025, we had no equity compensation plans or individual compensation arrangements under which our equity securities were authorized for issuance.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information about the beneficial ownership of our common stock as of March 21, 2025 , for:

• each person or group known to us who beneficially owns more than 5% of our common stock;

• each of our directors;

• each of our Named Executive Officers;

• all of our directors and executive officers as a group.

Each stockholder’s percentage ownership is based on 556,575,093 shares of our common stock outstanding on March 21, 2025 .

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC.

These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days.

Common stock subject to options that are currently exercisable or exercisable and restricted stock units that have vested or will vest within 60 days of March 21, 2025 , are deemed to be outstanding and beneficially owned by the person holding the options or restricted stock units.

These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each stockholder identified in the table possesses sole voting and investment power over all common stock shown as beneficially owned by the stockholder.

Unless otherwise noted below, the address of each beneficial owner listed on the table is 11120 Four Points Drive, Suite 100, Austin, TX 78726.

Name of Beneficial Owner Number of Shares Percentage

5% Stockholders:

Thoma Bravo (1)

479,842,514 86.2

Directors and Named Executive Officers:

Mark McClain 4,443,393 *

Matt Mills 898,840 *

Brian Carolan 659,998 *

Chris Schmitt 508,983 *

Abby Payne 508,983 *

Kristin Weston 103,709 *

Andrew Almeida — —

William Bock 89,215 *

Seth Boro — —

Ronald Green 20,473 *

James (Jim) Hagan 60,918 *

Sacha May — —

Tracey Newell 31,255 *

Directors and executive officers as a group (14 individuals) 7,325,767 1.3

______________

* Represents beneficial ownership of less than one percent of the outstanding shares of our common stock.

(1) Consists of (i) 531,953 shares held directly by Thoma Bravo Executive Fund XIII, L.P.

("TB Exec Fund XIII"), (ii) 28,061,154 shares held directly by Thoma Bravo Fund XIII, L.P.

("TB Fund XIII"), (iii) 31,904,250 shares held directly by Thoma Bravo Fund XIII-A, L.P.

("TB Fund XIII-A"), (iv) 889,980 shares held directly by Thoma Bravo Executive Fund XV, L.P.

("TB Exec Fund XV"), (v) 92,324,736 shares held directly by Thoma Bravo Fund XV, L.P.

("TB Fund XV"), (vi) 162,435,149 shares held directly by Thoma Bravo Fund XV-A, L.P.

("TB Fund XV-A"), (vii) 34,286 shares held directly by Thoma Bravo Employee Fund, L.P.

("TB Employee Fund"), (viii) 152,088,871 shares held directly by Project Hotel California Co-Invest Fund, L.P.

("TB Co-Invest Fund"), (ix) 2,103,391 shares held directly by Thoma Bravo Co-Invest Opportunities XV-1, L.P.

("TB Co-Invest XV-1 Fund"), (x) 1,117,008 shares held directly by Thoma Bravo Co-Invest Opportunities XV-3, L.P.

("TB Co-Invest XV-3 Fund"), and (xi) 8,333,736 shares held directly by Project Quail Opportunities, L.P.

("TB Quail Fund" and, together with TB Exec Fund XIII, TB Fund XIII, TB Fund XIII-A, TB Exec Fund XV, TB Fund XV, TB Fund XV-A, TB Employee Fund, TB Co-Invest Fund, TB Co-Invest XV-1 Fund and TB Co-Invest XV-3 Fund, the "Thoma Bravo Funds").

Thoma Bravo Partners XIII, L.P.

(“TB Partners XIII”) is the general partner of each of TB Exec Fund XIII, TB Fund XIII, and TB Fund XIII-A.

Thoma Bravo Partners XV, L.P.

(“TB Partners XV”) is the general partner of each of TB Exec Fund XV, TB Fund XV, TB Fund XV-A, TB Employee Fund, TB Co-Invest Fund, TB Co-Invest XV-1 Fund, TB Co-Invest XV-3 Fund, and TB Quail Fund.

Thoma Bravo UGP XIII, LLC (“TB UGP XIII”) is the general partner of TB Partners XIII, and Thoma Bravo UGP XV, LLC (“TB UGP XV”) is the general partner of TB Partners XV.

Thoma Bravo UGP, LLC is the managing member of TB UGP XIII and TB UGP XV.

Thoma Bravo UGP, LLC’s voting and investment decisions are made by an investment committee comprised of Seth Boro, Orlando Bravo, S.

Scott Crabill, Lee Mitchell, Holden Spaht, and Carl Thoma.

By virtue of the relationships described in this footnote, Thoma Bravo UGP, LLC may be deemed to exercise voting and dispositive power with respect to the shares held directly by TB Exec Fund XIII, TB Fund XIII, TB Fund XIII-A, TB Exec Fund XV, TB Fund XV, TB Fund XV-A, TB Employee Fund, TB Co-Invest Fund, TB Co-Invest XV-1 Fund, TB Co-Invest XV-3 Fund, or TB Quail Fund.

Boro, Bravo, Crabill, Mitchell, Spaht, and Thoma disclaim beneficial ownership of the shares held directly by TB Exec Fund XIII, TB Fund XIII, TB Fund XIII-A, TB Exec Fund XV, TB Fund XV, TB Fund XV-A, TB Employee Fund, TB Co-Invest Fund, TB Co-Invest XV-1 Fund, TB Co-Invest XV-3 Fund, or TB Quail Fund.

The principal business address of the entities identified in this footnote is c/o Thoma Bravo, L.P., 110 North Wacker Drive, 32nd Floor, Chicago, Illinois 60606.

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.

Certain Relationships and Related Transactions, and Director Independence

Policies for Approval of Related Party Transactions

We have adopted a policy with respect to the review, approval, and ratification of related party transactions.

Under the policy, our Audit Committee is responsible for reviewing and approving related person transactions.

In the course of its review and approval of related party transactions, our Audit Committee will consider the relevant facts and circumstances to decide whether to approve such transactions.

In particular, our policy requires our Audit Committee to consider, among other factors it deems appropriate:

• the related person’s relationship to us and interest in the transaction;

• the material facts of the proposed transaction, including the proposed aggregate value of the transaction;

• the impact on a director’s independence in the event the related person is a director or an immediate family member of the director;

• the benefits to us of the proposed transaction;

• if applicable, the availability of other sources of comparable products or services;

• an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.

The Audit Committee may only approve those transactions that are in, or are not inconsistent with, our best interests and those of our stockholders, as the Audit Committee determines in good faith.

In addition, under our code of business conduct and ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

All of the transactions described below were entered into prior to the adoption of the Company’s written related party transactions policy, but all were approved by our Board considering similar factors to those described above.

Related Party Transactions

Other than compensation arrangements for our directors and Named Executive Officers, which are described in Item 11 of this Annual Report, below we describe transactions since February 1, 2024 to which we were a participant or will be a participant, in which:

• the amounts involved exceeded or will exceed $120,000;

• any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

Agreements and Transactions Related to the Take-Private Transaction

As a result of the completion of our Take-Private Transaction on August 16, 2022, we are controlled by Thoma Bravo.

Upon the close of our Take-Private Transaction, Andrew Almeida, Seth Boro, and Sacha May, each of whom are employed by Thoma Bravo, became members of our Board and have dual responsibilities with Thoma Bravo.

On August 16, 2022, we entered into an advisory services agreement with Thoma Bravo (the “Advisory Services Agreement”), pursuant to which we engaged Thoma Bravo as a financial, transactional, and management consultant for consultation and advice related to corporate strategy, budgeting of future corporate investments, acquisition and divestiture strategies, and debt and equity financings.

Under the Advisory Services Agreement, and to the extent permitted under the Credit Agreement, we were required to reimburse the travel expenses and out-of-pocket fees and expenses in performing the ongoing services.

We paid approximately $70,000 pursuant to the reimbursement provision in fiscal 2024.

We were also required to pay an annual monitoring fee as part of the Advisory Services Agreement equal to $15.0 million.

The Advisory Services Agreement was terminated in connection with the IPO, and we used approximately $9.3 million of our net proceeds from the IPO to pay all outstanding fees under the Advisory Services Agreement.

There is no expectation that such an arrangement will be entered into again in the future, and we do not expect to receive similar services in the future.

Sales of Class A Units and Class B Units

On December 23, 2024, we entered into a purchase agreement with Thoma Bravo, pursuant to which Thoma Bravo purchased approximately 36,548,286.44 Class A Units and approximately 7,984,676.29 Class B Units for an aggregate purchase price of $600 million.

We have used $550 million and $25 million of the proceeds from such sales to Thoma Bravo to repay borrowings outstanding under our Term Loan and Revolving Credit Facility, respectively, and plan to use the remainder for general corporate purposes.

In addition, on January 7, 2025, in connection with Thoma Bravo’s purchase, certain of our directors and other equityholders exercised their preemptive rights under our partnership agreement and purchased a total of approximately 19,567.57 Class A Units and approximately 4,274.91 Class B Units for an aggregate purchase price of approximately $0.3 million.

In particular, the following directors or entities controlled by them made the following purchases:

(i) Ronald Green purchased approximately 3,041.60 Class A Units and approximately 664.50 Class B Units for an aggregate purchase price of $49,932.83, (ii) Mr.

Hagan purchased approximately 8,516.60 Class A Units and approximately 1,860.62 Class B Units for an aggregate purchase price of $139,813.98, (iii) an entity owned by Ms.

Newell purchased approximately 3,041.60 Class A Units and approximately 664.50 Class B Units for an aggregate purchase price of $49,932.83, and (v) Ms.

Weston purchased approximately 4,568.54 Class A Units and approximately 998.08 Class B Units for an aggregate purchase price of $75,000.

We plan to use those proceeds for general corporate purposes.

Director Designation Agreement

O n February 12, 2025, we entered into a Director Designation Agreement with Thoma Bravo that provides Thoma Bravo the right to designate nominees for election to our Board for so long as Thoma Bravo beneficially owns 40% or more of the total number of shares of our common stock that it owned as of the completion of the IPO.

Thoma Bravo may also assign its designation rights under the Director Designation Agreement to an affiliate.

The Director Designation Agreement provides Thoma Bravo the right to designate:

(i) all of the nominees for election to our Board for so long as Thoma Bravo beneficially owns 40% or more of the Original Amount;

(ii) a number of nominees for election to our Board (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Thoma Bravo beneficially owns at least 30% and less than 40% of the Original Amount;

(iii) a number of nominees for election to our Board (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Thoma Bravo beneficially owns at least 20% and less than 30% of the Original Amount;

(iv) a number of nominees for election to our Board (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Thoma Bravo beneficially owns at least 10% and less than 20% of the Original Amount;

and (v) one nominee for election to our Board for so long as Thoma Bravo beneficially owns at least 5% of the Original Amount.

In each case, Thoma Bravo’s nominees must comply with applicable law and stock

exchange rules.

In addition, Thoma Bravo is entitled to designate the replacement for any of its board designees whose board service terminates prior to the end of the director’s term regardless of Thoma Bravo’s beneficial ownership at such time.

Thoma Bravo also has the right to have its designees participate on committees of our Board proportionate to its stock ownership, subject to compliance with applicable law and stock exchange rules.

This agreement will terminate at such time as Thoma Bravo owns less than 5% of the Original Amount.

Registration Rights Agreement

We are party to a registration rights agreement with Thoma Bravo.

Thoma Bravo is entitled to request that we register Thoma Bravo’s shares on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” Thoma Bravo is also entitled to participate in certain of our registered offerings, subject to the restrictions in the registration rights agreement.

Certain of our pre-IPO equityholders, including, among others, Mark McClain, our Chief Executive Officer and a member of our Board, five of our other directors (William Bock, Ronald Green, James (Jim) Hagan, Tracey Newell, and Kristin Weston), and our other executive officers (Matt Mills, Brian Carolan, Chris Schmitt, and Abby Payne), are entitled to piggyback on registered offerings initiated by us or by Thoma Bravo (such individuals entitled to piggyback rights, the “Piggyback Holders”).

We will pay Thoma Bravo’s and the Piggyback Holders’ expenses in connection with such parties’ exercise of these rights.

The registration rights described in this paragraph will apply to (i) shares of our common stock held by Thoma Bravo and its affiliates, (ii) shares of our common stock held by the Piggyback Holders, and (iii) any of our capital stock (or that of our subsidiaries) issued or issuable with respect to the common stock described in clause (i) by way of dividend, distribution, split, or combination of securities, or any recapitalization, merger, consolidation, or other reorganization (“Registrable Securities”).

These registration rights will also be for the benefit of any subsequent holder of Registrable Securities;

provided that any particular securities will cease to be Registrable Securities when they have been sold in a registered public offering, sold in compliance with Rule 144 of the Securities Act, repurchased by us or our subsidiaries, or distributed to the partners of Thoma Bravo, unless Thoma Bravo determines otherwise.

Indemnification of Officers and Directors

We have entered into indemnification agreements with each of our executive officers and directors that provide the executive officers and directors with contractual rights to indemnification, expense advancement, and reimbursement, to the fullest extent permitted under the DGCL.

Additionally, we may enter into indemnification agreements with any new directors or officers that may be broader in scope than the specific indemnification provisions contained in Delaware law.

In connection with our entry into the Credit Agreement on August 16, 2022, Thoma Bravo acquired $50.0 million of our Term Loan, and as of January 31, 2025, Thoma Bravo collectively held $32.7 million of our Term Loan.

During fiscal 2025, the largest principal amount of debt under the Term Loan held by Thoma Bravo was $50.0 million.

During fiscal 2025, Thoma Bravo was paid $17.3 million in principal.

During fiscal 2025, Thoma Bravo was paid $4.8 million in interest on the portion of the Term Loan held by them.

We used approximately $1,040.0 million of our net proceeds from the IPO to repay our Term Loan.

As a result, Thoma Bravo received $32.7 million of our net proceeds from the IPO in connection with such repayment.

Imprivata Acquisition

On December 13, 2024, we 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 payable eight months after the closing subject to the achievement of certain customer contract assignments or migrations.

Director Independence

The Board determined that, with the exception of Mark McClain, all other members of the Board meet the Nasdaq requirements to be independent directors.

In making this determination, our Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that our Board deemed relevant in determining their independence, including beneficial ownership of our common stock.

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.

Principal Accountant Fees and Services

On March 18, 2024, we engaged Ernst & Young LLP as our independent registered public accounting firm to complete our audit for the fiscal year ended January 31, 2024 and to serve as our independent auditor going forward.

The following table sets forth the aggregate fees billed for various professional services rendered by Ernst & Young LLP for fiscal 2025 and fiscal 2024 (in thousands).

Audit Fees (1)

$ 4,010 $ 1,538

Audit-Related Fees (2)

All Other Fees — —

Total Fees $ 5,109 $ 1,691

(1) Represents the aggregate fees billed for the audit of the Company’s consolidated financial statements, review of the condensed consolidated financial statements included in the Company’s quarterly reports and services in connection with the statutory and regulatory filings or engagements for those years.

Fees for our fiscal year ended January 31, 2025 also consists of professional services rendered in connection with our Registration Statement on Form S-1 related to the initial public offering of our common stock completed in February 2025.

(2) Represents the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “audit fees.”

(3) Represents the aggregate fees billed for tax compliance, advice and planning.

Pre-Approval Policy

All of the services listed in the above table were approved by the Board prior to the adoption of the charter of the Audit Committee, which occurred in connection with the completion of our IPO.

The charter of the Audit Committee requires that the Audit Committee review the estimated fees of its independent registered public accounting firm’s audit, audit-related, tax, and other permitted non-audit services and requires that the Audit Committee, or a member thereof with designated authority, pre-approve any services provided to the Company by its independent registered public accounting firm.

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.

Exhibits and Financial Statement Schedules

7 unchanged sentences

Number Description

2.1 Agreement and Plan of Merger, dated as of April 10, 2022, by and among SailPoint Technologies Holdings, Inc., Project Hotel California Holdings, LP, and Project Hotel California Merger Sub, Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by SailPoint Technologies Holdings, Inc.

on April 11, 2022).

3.1 Certificate of Incorporation of SailPoint, Inc.

4 unchanged sentences

3 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 12, 2025).

4.2* Description of Common S tock .

Credit Agreement, dated August 16, 2022, by and among SailPoint Technologies Holdings, Inc., the Guarantors, the Lenders, Golub Capital Markets LLC, as administrative agent and collateral agent, and Golub Capital Markets LLC, Blackstone Alternative Credit Advisors LP, Owl Rock Capital Advisors LLC, Antares Capital LP, Macquarie Capital (USA) Inc., Onex Falcon Direct Lending BDC Fund, LLC and Fortress Credit Corp., collectively, as joint bookrunners and joint lead arrangers (incorporated by reference to Exhibit 10.1 to Amendment No.

3 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 12, 2025).

First Amendment to Credit Agreement, dated March 4, 2024, by and between SailPoint Technologies Holdings, Inc., Golub Capital Markets LLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Amendment No.

3 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 12, 2025).

Description of Common Stock (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed by the Company on March 27, 2025).

Credit Agreement, dated as of June 25, 2025, among SailPoint Technologies, Inc., SailPoint Technologies Intermediate Holdings, LLC, Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent, lender and letter of credit issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 26, 2025).

Lease, dated October 2, 2017, by and between BDN Four Points Land LP and SailPoint Technologies, Inc.

6 unchanged sentences

and the stockholders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 19, 2025).

Number Description

SailPoint, Inc.

1 unchanged sentence

Form of Restricted Stock Unit Grant Notice and Award Agreement (Executive Officers) under the SailPoint, Inc.

Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No.

3 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 12, 2025).

Omnibus Incentive Plan.

Form of Restricted Stock Unit Grant Notice and Award Agreement (Non-employee Directors) under the SailPoint, Inc.

1 unchanged sentence

3 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 12, 2025).

Number Description

SailPoint, Inc.

Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on February 19, 2025).

Executive Change in Control and Severance Plan and Form of Participation Agreement (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed by the Company on June 12, 2025).

Form of Indemnification Agreement between SailPoint, Inc.

and each of its directors and executive officers (incorporated by reference to Exhibit 10.10 to Amendment No.

3 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 12, 2025).

and each of its directors and executive officers (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 17, 2025).

Amended and Restated Senior Management and Restricted Stock Agreement, dated November 5, 2017, by and among SailPoint Technologies Holdings, Inc., SailPoint Technologies, Inc., and Mark McClain (incorporated by reference to Exhibit 10.12 to Amendment No.

3 unchanged sentences

1 to Amended and Restated Senior Management and Restricted Stock Agreement, dated as of April 2, 2019, by and among SailPoint Technologies Holdings, Inc., SailPoint Technologies, Inc., and Mark McClain (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by SailPoint Technologies Holdings, Inc.

on August 6, 2019 for the quarter ended September 30, 2019).

on August 6, 2019).

Offer Letter, dated August 19, 2019, by and between SailPoint Technologies, Inc.

and Matt Mills (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by SailPoint Technologies Holdings, Inc.

on November 6, 2019 for the quarter ended September 30, 2019).

on November 6, 2019).

Offer Letter, dated December 2, 2022, by and between SailPoint Technologies, Inc.

and Brian Carolan (incorporated by reference to Exhibit 10.14 to Amendment No.

3 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 12, 2025).

and Brian Carolan (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 17, 2025).

Offer Letter, dated February 1, 2017, by and between SailPoint Technologies, Inc.

2 unchanged sentences

Offer Letter, dated October 7, 2011, by and between SailPoint Technologies, Inc.

and Abby Payne (incorporated by reference to Exhibit 10.4 to Amendment No.

3 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 12, 2025).

10.17*+ Non-Employee Director Compensation Policy .

and Abby Payne (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 12, 2025).

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed by the Company on March 27, 2025).

Insider Trading Policy of SailPoint, Inc.

adopted February 12, 2025.

adopted February 12, 2025 (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed by the Company on March 27, 2025).

21.1* List of Subsidiaries of SailPoint, Inc.

23.1* Consent of Grant Thornton LLP.

Consent of Ernst & Young LLP

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Number Description

Clawback Policy of SailPoint, Inc.

adopted February 12, 2025.

adopted February 12, 2025 (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed by the Company on March 27, 2025).

* Filed herewith.

6 unchanged sentences

SailPoint, Inc.,

March 27, 2025 By:

March 19, 2026

/s/ Mark McClain

Chief Executive Officer and Director

March 27, 2025 By:

March 19, 2026

/s/ Brian Carolan

26 unchanged sentences

James (Jim)Hagan

/s/ Nabil Hamade

Director March 19, 2026

/s/ Sacha May

3 unchanged sentences

Tracey Newell

/s/ Kristin Weston

Director March 27, 2025

Kristin Weston

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 9A. Controls and Procedures