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Planned SailPoint (NYSE: SAIL) CEO sales cover RSU tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

SailPoint, Inc. Chief Executive Officer and director Mark D. McClain reported automatic sales of common stock tied to tax withholding on vested restricted stock units. On January 6, 2026, he sold 61,106 shares at a weighted average price of $19.2309 per share. On January 7, 2026, he sold 51,986 shares at a weighted average price of $19.9028 per share, and on January 8, 2026, he sold 52,799 shares at a weighted average price of $19.5711 per share.

The filing states these trades were executed under a Rule 10b5-1 trading plan and pursuant to a mandatory sell-to-cover provision to satisfy tax withholding obligations, so they are not discretionary trades. After these sales, McClain held 7,034,417 shares directly, plus indirect holdings of 52,004 shares through the McClain GMM 2015 Trust and 17,335 shares through the Paul N. McClain Gift Trust.

Positive

  • None.

Negative

  • None.
Insider McClain Mark D.
Role Chief Executive Officer
Sold 165,891 shs ($3.24M)
Type Security Shares Price Value
Sale Common Stock 52,799 $19.5711 $1.03M
Sale Common Stock 51,986 $19.9028 $1.03M
Sale Common Stock 61,106 $19.2309 $1.18M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 7,034,417 shares (Direct); Common Stock — 52,004 shares (Indirect, By McClain GMM 2015 Trust)
Footnotes (1)
  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 January 6, 2026, the Reporting Person sold 61,106 shares in multiple trades at prices ranging from $18.93 to $19.63 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 January 7, 2026, the Reporting Person sold 51,986 shares in multiple trades at prices ranging from $19.455 to $20.23 per share. On January 8, 2026, the Reporting Person sold 52,799 shares in multiple trades at prices ranging from $19.415 to $20.08 per share. The Reporting Person is a trustee for each of McClain GMM 2015 Trust and Paul N. McClain Gift Trust (together, the "Trusts"). The beneficiary of each of the Trusts is an immediate family member of the Reporting Person. As such, the Reporting Person may be deemed to beneficially own all of the shares held by the Trusts; however, the Reporting Person disclaims beneficial ownership of the shares held by the Trusts except to the extent of his pecuniary interest therein. The Reporting Person is no longer trustee for the McClain RHD 2015 Trust and, consequently, no longer beneficially owns the shares held by such trust.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
McClain Mark D.
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026
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 01/06/2026 S(1) 61,106 D $19.2309(2)(3) 7,139,202 D
Common Stock 01/07/2026 S(1) 51,986 D $19.9028(3)(4) 7,087,216 D
Common Stock 01/08/2026 S(1) 52,799 D $19.5711(3)(5) 7,034,417 D
Common Stock 52,004 I By McClain GMM 2015 Trust(6)
Common Stock 17,335 I By Paul N. McClain Gift Trust(6)
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 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 January 6, 2026, the Reporting Person sold 61,106 shares in multiple trades at prices ranging from $18.93 to $19.63 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 January 7, 2026, the Reporting Person sold 51,986 shares in multiple trades at prices ranging from $19.455 to $20.23 per share.
5. On January 8, 2026, the Reporting Person sold 52,799 shares in multiple trades at prices ranging from $19.415 to $20.08 per share.
6. The Reporting Person is a trustee for each of McClain GMM 2015 Trust and Paul N. McClain Gift Trust (together, the "Trusts"). The beneficiary of each of the Trusts is an immediate family member of the Reporting Person. As such, the Reporting Person may be deemed to beneficially own all of the shares held by the Trusts; however, the Reporting Person disclaims beneficial ownership of the shares held by the Trusts except to the extent of his pecuniary interest therein. The Reporting Person is no longer trustee for the McClain RHD 2015 Trust and, consequently, no longer beneficially owns the shares held by such trust.
Remarks:
/s/ Ryan Clyde, attorney-in-fact 01/08/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did SailPoint (SAIL) report for Mark D. McClain?

The Form 4 reports that Mark D. McClain, Chief Executive Officer and director of SailPoint, Inc., sold common stock in three transactions on January 6, 7 and 8, 2026. The sales totaled 61,106, 51,986 and 52,799 shares, respectively, at weighted average prices of $19.2309, $19.9028 and $19.5711 per share.

Were the SailPoint (SAIL) CEO stock sales discretionary trades?

No. The filing explains that these sales were made under a Rule 10b5-1 trading plan and a mandatory sell-to-cover provision in McClain's restricted stock unit agreement to satisfy tax withholding obligations in connection with RSU vesting, and therefore do not represent discretionary trades by him.

How many SailPoint (SAIL) shares did Mark D. McClain own after the reported transactions?

After the reported sales, McClain beneficially owned 7,034,417 shares of SailPoint common stock directly. He also had indirect beneficial ownership of 52,004 shares held by the McClain GMM 2015 Trust and 17,335 shares held by the Paul N. McClain Gift Trust, subject to the beneficial ownership disclaimer described in the footnotes.

What prices were received in the SailPoint (SAIL) CEO’s January 2026 share sales?

On January 6, 2026, McClain sold 61,106 shares at a weighted average price of $19.2309 per share. On January 7, 2026, he sold 51,986 shares at a weighted average price of $19.9028 per share. On January 8, 2026, he sold 52,799 shares at a weighted average price of $19.5711 per share.

What does the Form 4 say about SailPoint (SAIL) CEO’s trust holdings?

The Form 4 notes that McClain is a trustee for the McClain GMM 2015 Trust and the Paul N. McClain Gift Trust, whose beneficiaries are immediate family members. He may be deemed to beneficially own the shares held by these trusts but disclaims beneficial ownership except to the extent of his pecuniary interest.

What is the significance of Rule 10b5-1 in this SailPoint (SAIL) Form 4?

The filing states that the trades were executed under a Rule 10b5-1 trading plan, which is a pre-arranged plan for trading securities. This designation indicates the sales were scheduled in advance and are described as not being discretionary decisions made at the time of sale.