Does Collin Gallagher have related-party transactions with SailPoint?

The company notes there are no current or proposed transactions in which Collin Gallagher has a direct or indirect material interest requiring disclosure. Apart from the Director Designation Agreement with Thoma Bravo, there are no additional arrangements or understandings tied to his appointment.

SailPoint names Collin Gallagher to board

SailPoint, Inc. disclosed that director Nabil Hamade decided to resign from its board, effective June 12, 2026.

Accepted by SEC EDGAR 06/12/2026 - 05:16 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

SailPoint, Inc. disclosed that director Nabil Hamade decided to resign from its board, effective June 12, 2026. The company states his departure is not due to any disagreement over operations, policies, or practices.

Under a Director Designation Agreement with funds affiliated with Thoma Bravo, L.P., Thoma Bravo designated Collin Gallagher to fill the resulting vacancy. The board appointed him as a Class III director, effective June 12, 2026. Gallagher is not currently expected to serve on board committees, will not receive compensation for board service, and has entered into the same form of indemnification agreement used for other directors. The company notes there are no related-party transactions requiring disclosure involving Gallagher, and his appointment arises solely from the Thoma Bravo designation rights.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Terms

Director Designation Agreement, Class III director, indemnification agreement, Item 404(a) of Regulation S-K, +1 more

5 terms

Director Designation Agreement financial

"Pursuant to its rights under the Director Designation Agreement, dated February 12, 2025..."

Class III director financial

"the Board appointed Mr. Gallagher to join the Board as a Class III director..."

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

indemnification agreement financial

"he has entered into an indemnification agreement with the Company in the same form..."

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Item 404(a) of Regulation S-K regulatory

"require disclosure pursuant to Item 404(a) of Regulation S-K."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did SailPoint (SAIL) disclose in this 8-K?

SailPoint reported that director Nabil Hamade decided to resign from its board effective June 12, 2026. The company also disclosed the appointment of Collin Gallagher as a Class III director to fill the vacancy created by Hamade’s resignation.

Why is Nabil Hamade resigning from SailPoint’s board?

The company states that Nabil Hamade’s decision to resign from the SailPoint board is not due to any disagreement with the company. This includes no disagreements regarding operations, policies, or practices, indicating an orderly transition rather than a dispute-driven departure.

Who is replacing Nabil Hamade on the SailPoint (SAIL) board?

Thoma Bravo designated Collin Gallagher to fill the vacancy created by Nabil Hamade’s resignation, under an existing Director Designation Agreement. SailPoint’s board appointed Gallagher as a Class III director, with his appointment effective June 12, 2026, the same date Hamade’s resignation takes effect.

Will new SailPoint director Collin Gallagher receive board compensation?

SailPoint states that Collin Gallagher is not expected to receive any compensation for his service on the board. This distinguishes his role from typical compensated outside directors and reflects the nature of his designation by Thoma Bravo under their agreement.

What agreement allowed Thoma Bravo to designate a SailPoint director?

Thoma Bravo’s right to designate a director comes from a Director Designation Agreement dated February 12, 2025. Under this agreement, Thoma Bravo notified SailPoint that it was designating Collin Gallagher, and the board then appointed him to fill the vacancy created by Hamade’s resignation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2026

SailPoint, Inc.

(Exact name of registrant as specified in its charter)

---------------------------------------------------------------------------------------


Delaware	001-42522	88-2001765
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

11120 Four Points Drive, Suite 100 78726

Austin, Texas (Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (512) 346-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

SAIL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 8, 2026, SailPoint, Inc. (the “Company”) was notified of Nabil Hamade’s decision to resign from the board of directors of the Company (the “Board”) effective as of June 12, 2026. Mr. Hamade’s decision to resign from the Board was not due to any disagreement with the Company, including with respect to any matters relating to the Company’s operations, policies, or practices.

Pursuant to its rights under the Director Designation Agreement, dated February 12, 2025 (the “Director Designation Agreement”), between the Company and certain funds affiliated with Thoma Bravo, L.P. named therein (such funds, “Thoma Bravo”), Thoma Bravo notified the Company that it designated Collin Gallagher to fill the vacancy on the Board to be created by Mr. Hamade’s resignation, and on June 12, 2026, the Board appointed Mr. Gallagher to join the Board as a Class III director effective on June 12, 2026. Mr. Gallagher is not currently expected to be appointed to any committees of the Board.

In connection with Mr. Gallagher’s appointment to the Board, he has entered into an indemnification agreement with the Company in the same form that the Company has entered into with its other directors (the form of which is filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, which provides the directors with contractual rights to indemnification, expense advancement, and reimbursement to the fullest extent permitted under the Delaware General Corporation Law. Mr. Gallagher is not expected to receive any compensation for service on the Board.

There are no current or proposed transactions in which Mr. Gallagher has or will have a direct or indirect material interest and in which the Company is or will be a participant that require disclosure pursuant to Item 404(a) of Regulation S-K. Further, there are no arrangements or understandings between Mr. Gallagher and any other person pursuant to which he was appointed as a director, other than the Director Designation Agreement. For a description of the Director Designation Agreement, please see “Related Party Transactions — Director Designation Agreement” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SAILPOINT, INC.

Date: June 12, 2026

By:

/s/ Chris Schmitt

Name:

Chris Schmitt

Title:

Executive Vice President, General Counsel, and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents