SAIL CFO files Form 4 for RSU tax withholding sales

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

SailPoint (SAIL) reported insider activity by its Chief Financial Officer on a Form 4. The filing lists mandatory sell-to-cover sales tied to tax withholding from restricted stock unit vesting, which the explanation notes do not represent discretionary trades.

On 10/07/2025, the CFO sold 22,389 shares at a weighted average price of $22.1332 and 13,776 shares at $23.2369. On 10/08/2025, sales included 29,983 shares at $22.3403 and 6,916 shares at $22.9103. On 10/09/2025, the CFO sold 84,699 shares at $22.4234. Following these transactions, the officer beneficially owned 1,336,628 shares, held directly.

Insider Trade Summary

Net Seller: 157,763 shares ($3,543,168)

Net Sell 5 txns

Insider CAROLAN BRIAN

Role Chief Financial Officer

Sold 157,763 shs ($3.54M)

Type	Security	Shares	Price	Value
Sale	Common Stock	84,699	$22.4234	$1.90M
Sale	Common Stock	29,983	$22.3403	$670K
Sale	Common Stock	6,916	$22.9103	$158K
Sale	Common Stock	22,389	$22.1332	$496K
Sale	Common Stock	13,776	$23.2369	$320K

Holdings After Transaction: Common Stock — 1,336,628 shares (Direct)

Footnotes (1)

These trades were executed pursuant to a mandatory sell-to-cover provision in the Reporting Person's underlying Restricted Stock Unit Agreement for the satisfaction of tax withholding obligations in connection with the vesting of restricted stock units and consequently do not represent discretionary trades by the Reporting Person. On October 7, 2025, the Reporting Person sold 22,389 shares in multiple trades at prices ranging from $21.815 to $22.81 per share. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the trades were effected. On October 7, 2025, the Reporting Person sold 13,776 shares in multiple trades at prices ranging from $22.84 to $23.755 per share. On October 8, 2025, the Reporting Person sold 29,983 shares in multiple trades at prices ranging from $21.79 to $22.785 per share. On October 8, 2025, the Reporting Person sold 6,916 shares in multiple trades at prices ranging from $22.79 to $23.09 per share. On October 9, 2025, the Reporting Person sold 84,699 shares in multiple trades at prices ranging from $21.85 to $22.82 per share.

Form 4 Insider Transactions: What Each Field Means →

10/09/2025 - 07:28 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CAROLAN BRIAN

(Last)

(First)

(Middle)

C/O SAILPOINT, INC.

11120 FOUR POINTS DR., SUITE 100

(Street)

AUSTIN

78726

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SailPoint, Inc. [ SAIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/07/2025		S⁽¹⁾		22,389	D	$22.1332⁽²⁾⁽³⁾	1,472,002	D
Common Stock	10/07/2025		S⁽¹⁾		13,776	D	$23.2369⁽³⁾⁽⁴⁾	1,458,226	D
Common Stock	10/08/2025		S⁽¹⁾		29,983	D	$22.3403⁽³⁾⁽⁵⁾	1,428,243	D
Common Stock	10/08/2025		S⁽¹⁾		6,916	D	$22.9103⁽³⁾⁽⁶⁾	1,421,327	D
Common Stock	10/09/2025		S⁽¹⁾		84,699	D	$22.4234⁽³⁾⁽⁷⁾	1,336,628	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These trades were executed pursuant to a mandatory sell-to-cover provision in the Reporting Person's underlying Restricted Stock Unit Agreement for the satisfaction of tax withholding obligations in connection with the vesting of restricted stock units and consequently do not represent discretionary trades by the Reporting Person.

2. On October 7, 2025, the Reporting Person sold 22,389 shares in multiple trades at prices ranging from $21.815 to $22.81 per share.

3. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the trades were effected.

4. On October 7, 2025, the Reporting Person sold 13,776 shares in multiple trades at prices ranging from $22.84 to $23.755 per share.

5. On October 8, 2025, the Reporting Person sold 29,983 shares in multiple trades at prices ranging from $21.79 to $22.785 per share.

6. On October 8, 2025, the Reporting Person sold 6,916 shares in multiple trades at prices ranging from $22.79 to $23.09 per share.

7. On October 9, 2025, the Reporting Person sold 84,699 shares in multiple trades at prices ranging from $21.85 to $22.82 per share.

Remarks:

	/s/ Ryan Clyde, attorney-in-fact	10/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did SailPoint (SAIL) disclose in this Form 4?

The CFO reported multiple sell-to-cover stock sales to satisfy tax withholding related to RSU vesting, as stated in the explanation of responses.

How many SailPoint (SAIL) shares did the CFO sell on 10/07/2025?

22,389 shares at a weighted average price of $22.1332 and 13,776 shares at $23.2369, in multiple trades within stated price ranges.

What sales were reported for 10/08/2025 by the SailPoint (SAIL) CFO?

29,983 shares at a weighted average price of $22.3403 and 6,916 shares at $22.9103, executed in multiple trades within disclosed ranges.

How many shares did the SailPoint (SAIL) CFO sell on 10/09/2025?

84,699 shares at a weighted average price of $22.4234, in multiple trades within a disclosed price range.

How many SailPoint (SAIL) shares does the CFO own after these transactions?

1,336,628 shares beneficially owned, held directly, following the reported transactions.

Were these SailPoint (SAIL) trades discretionary?

No. The explanation states they were executed under a mandatory sell-to-cover provision for RSU tax withholding.