SAIL General Counsel Executes Sell-to-Cover of 91,294 RSU Shares

Rhea-AI Filing Summary

Christopher Schmitt, General Counsel and Secretary of SailPoint, Inc. (SAIL), reported a series of share disposals tied to the vesting of restricted stock units. Between 10/07/2025 and 10/09/2025 he sold a total of 91,294 shares through multiple transactions executed as mandatory sell-to-cover trades to satisfy tax withholding.

The filings show tranche-weighted average sale prices of $22.1332, $23.2369, $22.3403, $22.9103, and $22.4234 across the five reported disposals. After these transactions, the Reporting Person beneficially owned 1,069,864 shares on a direct basis. The Form 4 notes the sales were not discretionary but were required under the underlying restricted stock unit agreement.

Positive

• Sales were mandatory sell-to-cover for RSU tax withholding, not discretionary liquidation
• Reporting Person retains a material ownership of 1,069,864 shares after the transactions

Negative

• Material quantity sold: 91,294 shares disposed over three days
• Multiple tranches at varying prices could create short-term selling pressure during the trade window

Insights

Corporate Governance Expert

TL;DR: Insider sold vested RSUs under a mandatory sell-to-cover arrangement; ownership remains material.

The transactions on 10/07/2025–10/09/2025 are described as mandatory sell-to-cover sales tied to RSU vesting rather than discretionary cash sales, which is a common compensation tax procedure. The report lists tranche-weighted average prices for each disposition and a cumulative sale of 91,294 shares.

Holding after the sales is 1,069,864 shares (direct). Monitor scheduled vesting or planned equity compensations for further routine sales within the next vesting cycles; these filings principally document compensation mechanics rather than a change in corporate control.

Executive Compensation / Tax Expert

TL;DR: Sales were executed to satisfy tax withholding from RSU vesting, indicating compensation settlement rather than active stock liquidation.

The Explanation of Responses explicitly states the trades were executed pursuant to a mandatory sell-to-cover provision in the Reporting Person's Restricted Stock Unit Agreement to satisfy tax withholding obligations. Each tranche shows a weighted average sale price: $22.1332, $23.2369, $22.3403, $22.9103, and $22.4234.

Such sell-to-cover transactions are routine at vesting events; investors can watch for future Form 4 filings that disclose additional vesting dates or different disposition codes if the company changes its compensation or withholding practices within the next 12 months.

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
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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^*

Schmitt Christopher

(Last) (First) (Middle)

C/O SAILPOINT TECHNOLOGIES HOLDINGS, INC

11120 FOUR POINTS DRIVE, SUITE 100

(Street)

AUSTIN TX 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)
	General Counsel and Secretary

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/07/2025		S(1)		17,499	D	$22.1332(2)(3)	1,143,659	D
Common Stock	10/07/2025		S(1)		10,768	D	$23.2369(3)(4)	1,132,891	D
Common Stock	10/08/2025		S(1)		23,435	D	$22.3403(3)(5)	1,109,456	D
Common Stock	10/08/2025		S(1)		5,406	D	$22.9103(3)(6)	1,104,050	D
Common Stock	10/09/2025		S(1)		34,186	D	$22.4234(3)(7)	1,069,864	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 17,499 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 10,768 shares in multiple trades at prices ranging from $22.84 to $23.755 per share.

5. On October 8, 2025, the Reporting Person sold 23,435 shares in multiple trades at prices ranging from $21.79 to $22.785 per share.

6. On October 8, 2025, the Reporting Person sold 5,406 shares in multiple trades at prices ranging from $22.79 to $23.09 per share.

7. On October 9, 2025, the Reporting Person sold 34,186 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.
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FAQ

What did SailPoint (SAIL) insider Christopher Schmitt report on Form 4?

The Form 4 reports that Christopher Schmitt sold 91,294 shares between 10/07/2025 and 10/09/2025 under a mandatory sell-to-cover provision tied to RSU vesting.

Why were the shares sold according to the filing?

The filing states the trades were executed to satisfy tax withholding obligations under the Reporting Person's Restricted Stock Unit Agreement and were not discretionary.

How many shares does Christopher Schmitt own after these transactions?

After the reported transactions, the Reporting Person beneficially owned 1,069,864 shares on a direct basis.

What prices were the shares sold at in the Form 4?

The tranche-weighted average sale prices reported are $22.1332, $23.2369, $22.3403, $22.9103, and $22.4234 for the respective disposals.

Over what dates were the transactions executed?

The disposals occurred on 10/07/2025, 10/08/2025, and 10/09/2025.