Were SailPoint (SAIL) CFO’s share sales discretionary trades?

The filing states the trades were executed under a Rule 10b5-1 trading plan and a mandatory sell-to-cover provision for restricted stock unit tax withholding. It explicitly notes these transactions do not represent discretionary trades by CFO Brian Carolan, indicating they were pre-arranged and tax-driven.

SailPoint (SAIL) CFO executes 84,416 tax-related share sales under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

SailPoint, Inc. Chief Financial Officer Brian Carolan reported selling a total of 84,416 shares of common stock in open-market transactions on April 7–9, 2026. The sales, at weighted average prices between $11.4228 and $12.8006 per share, were executed under a Rule 10b5-1 trading plan and pursuant to a mandatory sell-to-cover provision tied to restricted stock unit vesting for tax withholding. After these transactions, he directly holds 1,786,212 shares of SailPoint common stock.

Insider Trade Summary 10b5-1

Net Seller: 84,416 shares ($1,015,498)

Net Sell 4 txns

Insider CAROLAN BRIAN

Role Chief Financial Officer

Sold 84,416 shs ($1.02M)

Type	Security	Shares	Price	Value
Sale	Common Stock	45,226	$11.4228	$517K
Sale	Common Stock	2,218	$12.21	$27K
Sale	Common Stock	18,477	$12.8006	$237K
Sale	Common Stock	18,495	$12.7219	$235K

Holdings After Transaction: Common Stock — 1,788,430 shares (Direct)

Footnotes (1)

These trades were executed under a Rule 10b5-1 trading plan and 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 April 7, 2026, the Reporting Person sold 18,495 shares in multiple trades at prices ranging from $12.46 to $13.095 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 April 8, 2026, the Reporting Person sold 18,477 shares in multiple trades at prices ranging from $12.40 to $13.21 per share. On April 9, 2026, the Reporting Person sold 45,226 shares in multiple trades at prices ranging from $11.135 to $12.01 per share.

Key Figures

Total shares sold: 84,416 shares Shares sold on Apr 7, 2026: 18,495 shares Shares sold on Apr 8, 2026: 18,477 shares +5 more

8 metrics

Total shares sold 84,416 shares Net shares sold by CFO in April 2026

Shares sold on Apr 7, 2026 18,495 shares Open-market sale at $12.7219 weighted average

Shares sold on Apr 8, 2026 18,477 shares Open-market sale at $12.8006 weighted average

Shares sold on Apr 9, 2026 (block 1) 45,226 shares Open-market sale at $11.4228 weighted average

Shares sold on Apr 9, 2026 (block 2) 2,218 shares Open-market sale at $12.2100 weighted average

Holdings after transactions 1,786,212 shares Direct common stock held by CFO after April 9, 2026

Price range Apr 7, 2026 $12.46–$13.095 Multiple trades on April 7, 2026

Price range Apr 9, 2026 $11.135–$12.01 Multiple trades on April 9, 2026

Key Terms

Rule 10b5-1 trading plan, sell-to-cover provision, Restricted Stock Unit Agreement, weighted average sale price, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"These trades were executed under a Rule 10b5-1 trading plan and pursuant to a mandatory sell-to-cover provision..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

sell-to-cover provision financial

"...pursuant to a mandatory sell-to-cover provision in the Reporting Person's underlying Restricted Stock Unit Agreement..."

Restricted Stock Unit Agreement financial

"...mandatory sell-to-cover provision in the Reporting Person's underlying Restricted Stock Unit Agreement for the satisfaction of tax withholding obligations..."

A restricted stock unit agreement is a written contract between a company and an individual that describes a promise to deliver company shares or cash later, subject to conditions such as time-based vesting or performance targets. Think of it like a timed gift: the recipient only receives the shares if they meet the agreed conditions. Investors care because these agreements create future share issuance, affect potential dilution, corporate expenses and incentives for insiders, and influence when insiders may sell shares.

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

04/09/2026 - 08:00 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

TEXAS

78726

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

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

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

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

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	04/07/2026		S⁽¹⁾		18,495	D	$12.7219⁽²⁾⁽³⁾	1,852,133	D
Common Stock	04/08/2026		S⁽¹⁾		18,477	D	$12.8006⁽³⁾⁽⁴⁾	1,833,656	D
Common Stock	04/09/2026		S⁽¹⁾		45,226	D	$11.4228⁽³⁾⁽⁵⁾	1,788,430	D
Common Stock	04/09/2026		S⁽¹⁾		2,218	D	$12.21	1,786,212	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 under a Rule 10b5-1 trading plan and 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 April 7, 2026, the Reporting Person sold 18,495 shares in multiple trades at prices ranging from $12.46 to $13.095 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 April 8, 2026, the Reporting Person sold 18,477 shares in multiple trades at prices ranging from $12.40 to $13.21 per share.

5. On April 9, 2026, the Reporting Person sold 45,226 shares in multiple trades at prices ranging from $11.135 to $12.01 per share.

Remarks:

	/s/ Ryan Clyde, attorney-in-fact	04/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did SailPoint (SAIL) disclose for its CFO?

SailPoint reported that CFO Brian Carolan sold 84,416 shares of common stock over April 7–9, 2026. These transactions were open-market sales executed under a Rule 10b5-1 plan and a mandatory sell-to-cover provision related to restricted stock unit tax withholding.

Over what dates did SailPoint (SAIL) CFO Brian Carolan sell shares?

Brian Carolan’s reported sales occurred on April 7, April 8, and April 9, 2026. Across these three days, he completed four open-market sale transactions in SailPoint common stock as part of a pre-arranged Rule 10b5-1 trading plan and tax-related sell-to-cover.

How many SailPoint (SAIL) shares does the CFO hold after the reported sales?

Following the reported transactions, CFO Brian Carolan directly holds 1,786,212 shares of SailPoint common stock. This figure reflects his position after selling 84,416 shares in April 2026 under a Rule 10b5-1 trading plan and mandatory tax-related sell-to-cover arrangement.

At what prices did the SailPoint (SAIL) CFO sell his shares?

The reported weighted average sale prices were $12.7219 and $12.8006 per share on April 7 and 8, 2026, and $11.4228 and $12.2100 per share on April 9, 2026. Footnotes note broader price ranges within each trading day’s multiple executions.