STOCK TITAN

SailPoint (SAIL) CFO executes 78,470-share Rule 10b5-1 tax sell-to-cover

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

Rhea-AI Filing Summary

SailPoint, Inc. Chief Financial Officer Brian Carolan executed automated sales of 78,470 shares of common stock over two days under a Rule 10b5-1 trading plan. The sales, priced around $15–$17 per share, were made pursuant to a mandatory sell-to-cover provision for tax withholding on vesting restricted stock units and are described as non-discretionary. After these transactions, he directly holds 1,707,742 shares of SailPoint common stock.

Positive

  • None.

Negative

  • None.
Insider CAROLAN BRIAN
Role Chief Financial Officer
Sold 78,470 shs ($1.24M)
Type Security Shares Price Value
Sale Common Stock 46,002 $15.4152 $709K
Sale Common Stock 21,115 $16.0515 $339K
Sale Common Stock 11,353 $16.729 $190K
Holdings After Transaction: Common Stock — 1,707,742 shares (Direct, null)
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 July 7, 2026, the Reporting Person sold 21,115 shares in multiple trades at prices ranging from $15.55 to $16.545 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 July 7, 2026, the Reporting Person sold 11,353 shares in multiple trades at prices ranging from $16.55 to $16.95 per share. On July 8, 2026, the Reporting Person sold 46,002 shares in multiple trades at prices ranging from $15.115 to $16.015 per share.
Total shares sold 78,470 shares Net open-market sales reported in this Form 4
Shares sold July 7, 2026 (block 1) 21,115 shares Multiple trades, weighted avg price $16.0515
Shares sold July 7, 2026 (block 2) 11,353 shares Multiple trades, weighted avg price $16.7290
Shares sold July 8, 2026 46,002 shares Multiple trades, weighted avg price $15.4152
Post-transaction holdings 1,707,742 shares Common stock directly owned after July 8, 2026 sales
Net buy/sell direction -78,470 shares Net-sell across reported transactions
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.
mandatory 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.
vesting of restricted stock units financial
"for the satisfaction of tax withholding obligations in connection with the vesting of restricted stock units..."
weighted average sale price financial
"The price reported above reflects the weighted average sale price."
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FAQ

What did SailPoint (SAIL) CFO Brian Carolan report in this Form 4 filing?

SailPoint CFO Brian Carolan reported automated sales of 78,470 common shares. These trades occurred over two days under a Rule 10b5-1 plan and a mandatory sell-to-cover provision tied to restricted stock unit vesting and related tax withholding obligations.

How many SailPoint (SAIL) shares did the CFO sell and at what prices?

Brian Carolan sold 78,470 SailPoint common shares. The reported weighted average prices were $16.0515 and $16.7290 on July 7, 2026, and $15.4152 on July 8, 2026, with trades executed within disclosed price ranges on each day.

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

The filing states the sales were not discretionary trades. They were executed under a Rule 10b5-1 trading plan and a mandatory sell-to-cover provision in his restricted stock unit agreement to satisfy tax withholding obligations upon vesting of restricted stock units.

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

After the reported transactions, Brian Carolan directly owns 1,707,742 SailPoint common shares. This post-transaction holding reflects his remaining equity position following the automated tax-related sales executed under the Rule 10b5-1 trading plan.

On what dates did the SailPoint (SAIL) CFO sell shares and in what amounts?

On July 7, 2026, Brian Carolan sold 21,115 and 11,353 SailPoint shares in separate transaction groupings. On July 8, 2026, he sold an additional 46,002 shares. All were open-market sales executed under his pre-established trading arrangements.

What is a Rule 10b5-1 trading plan as used in the SailPoint (SAIL) Form 4?

A Rule 10b5-1 trading plan allows insiders to pre-schedule trades. In this filing, SailPoint’s CFO used such a plan, combined with a mandatory sell-to-cover feature, to automatically sell shares to cover tax withholding when restricted stock units vested.
SEC Form 4
FORM 4UNITED 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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/07/2026S(1)21,115D$16.0515(2)(3)1,765,097D
Common Stock07/07/2026S(1)11,353D$16.729(3)(4)1,753,744D
Common Stock07/08/2026S(1)46,002D$15.4152(3)(5)1,707,742D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 July 7, 2026, the Reporting Person sold 21,115 shares in multiple trades at prices ranging from $15.55 to $16.545 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 July 7, 2026, the Reporting Person sold 11,353 shares in multiple trades at prices ranging from $16.55 to $16.95 per share.
5. On July 8, 2026, the Reporting Person sold 46,002 shares in multiple trades at prices ranging from $15.115 to $16.015 per share.
Remarks:
/s/ Ryan Clyde, attorney-in-fact07/09/2026
** Signature of Reporting PersonDate
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)