Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock commenced trading on the Nasdaq Global Select Market on February 13, 2025 under the ticker symbol “SAIL.”
Holders of Record
As of March 13, 2026, there were approximately 1,960 stockholders of record of our common stock, and the closing price of our common stock was $15.45 per share as reported on the Nasdaq Global Select Market. Because many shares of our common stock are held by brokers and other institutions as record holders and on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain all of our earnings to finance the growth and development of our business, and we do not currently intend to pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our common stock will be at the discretion of our Board, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our Board considers relevant. In addition, our 2025 Credit Agreement places restrictions on our ability to pay cash dividends. See Note 9 “Credit Agreement and Debt” in our notes to our consolidated financial statements included in this Annual Report for more information regarding terms and conditions of the 2025 Credit Agreement.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
The following graph compares (i) the cumulative total stockholder return on our common stock from February 13, 2025 through January 31, 2026 with (ii) the cumulative total return of the Standard & Poor's 500 Index, Standard & Poor's Information Technology Index and the BVP NASDAQ Emerging Cloud Index over the same period, assuming the investment of $100 in our common stock and the reinvestment of dividends. The comparisons are based on historical data and are not indicative of, nor intended to forecast, future performance of our common stock.
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Base Period
Company/Index 2/13/2025 2/25 3/25 4/25 5/25 6/25 7/25
SailPoint, Inc. $ 100.00 $ 109.09 $ 85.23 $ 78.00 $ 80.09 $ 103.91 $ 101.55
S&P 500 100.00 98.70 93.13 92.50 98.33 103.33 105.64
S&P 500 Information Technology 100.00 98.67 89.96 91.42 101.38 111.28 117.06
BVP NASDAQ Emerging Cloud 100.00 90.09 79.81 81.37 88.36 89.15 86.36
Company/Index 8/25 9/25 10/25 11/25 12/25 1/26
SailPoint, Inc. $ 93.82 $ 100.36 $ 98.55 $ 83.73 $ 91.95 $ 71.32
S&P 500 107.79 111.72 114.34 114.62 114.69 116.35
S&P 500 Information Technology 117.46 125.97 133.82 128.08 127.75 125.63
BVP NASDAQ Emerging Cloud 88.31 86.80 88.42 83.73 86.57 74.50
Recent Sales of Unregistered Securities
Set forth below is information regarding securities sold by us within the past three years that were not registered under the Securities Act (without giving effect to the Corporate Conversion (as defined below)). Also included is the consideration, if any, received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.
Since January 31, 2023, we have made sales of the following unregistered securities:
• In March 2023, we issued employees and directors an aggregate of approximately 3,151,863.31 Class A Units of SailPoint Parent, LP ("Class A Units") and approximately 688,583.46 Class B Units of SailPoint Parent, LP ("Class B Units") for a total value of $51.7 million.
• From June 2023 through January 31, 2025, we granted directors and employees an aggregate of approximately 8,492,521.45 time-based restricted Class B Units, subject to certain participation thresholds, for a total value of $147.7 million.
• On December 23, 2024, we issued approximately 36,548,286.44 Class A Units and approximately 7,984,676.29 Class B Units to Thoma Bravo for an aggregate purchase price of $600.0 million.
• On January 7, 2025, we issued approximately 19,567.57 Class A Units and approximately 4,274.91 Class B Units to certain of our directors and other equityholders who exercised their preemptive rights under our partnership agreement in connection with Thoma Bravo’s purchase for an aggregate purchase price of approximately $0.3 million.
See Note 1 " Description of Business and Summary of Significant Accounting Policies Description of Business and Summary of Significant Accounting Policies" in the notes to our consolidated financial statements included in this Annual Report for more information regarding the conversion of the Class A Units and Class B Units in connection with our IPO. The offers and sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act, as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the above securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
None.
Securities Authorized for Issuance under Equity Compensation Plans
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The information required by this item with respect to our equity compensation plans is incorporated by reference to our 2026 Annual Report to Stockholders, which includes our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.
Use of Proceeds from Initial Public Offering of Common Stock
On February 12, 2025, the Registration Statement on Form S-1 (File No. 333-284339) relating to our IPO was declared effective by the SEC and we priced our IPO.
There has been no material change in the planned use of proceeds from our IPO as described in the related prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act, except that in March 2025, we used $350.0 million to repay the remaining Term Loans in full.
Item 6. [Reserved]