SAIL Form 4: 468,486-share sell-to-cover reduces holdings to 7.2M

Rhea-AI Filing Summary

Insider sales to cover taxes reduced holdings by 468,486 shares across multiple trades on 10/07/2025, 10/08/2025 and 10/09/2025. The filings show the sales were executed under a mandatory sell-to-cover provision tied to restricted stock unit vesting and therefore were not discretionary. After the transactions the reporting person beneficially owned 7,200,308 shares directly; an additional 121,343 shares are reported as indirectly owned through related trusts though the reporting person disclaims beneficial ownership except for pecuniary interest. Weighted-average sale prices are reported (examples: $22.13, $23.24, $22.34) and the reporting person undertakes to provide detailed trade-level prices and quantities on request.

Positive

• Sales were non-discretionary sell-to-cover tied to RSU tax withholding, not voluntary cashing out
• Large remaining direct stake of 7,200,308 shares indicating continued alignment with shareholders
• Reporting person offers transparency by committing to provide detailed trade-level prices and quantities upon request

Negative

• Substantial disposals totaling 468,486 shares across 10/07/2025–10/09/2025
• Material portion of vested shares sold (tax withholding reduced newly vested RSUs rather than being paid in cash)

Insights

Corporate Governance Analyst

TL;DR: Mandatory sell-to-cover sales reduced holdings but leave a large residual stake that maintains alignment.

The sales are described as non-discretionary sell-to-cover transactions tied to restricted stock unit vesting, which commonly occur to satisfy tax withholding and do not indicate voluntary liquidity seeking. The total reported disposals amount to 468,486 shares executed over three days.

The reporting person still holds a large direct stake of 7,200,308 shares plus 121,343 shares across related trusts; the filing expressly disclaims full beneficial ownership of trust shares except for pecuniary interest. Watch for any future Form 4 filings that show discretionary sales or transfers for changes in intent within the next 30–90 days.

Compensation & Tax Specialist

TL;DR: Trades were executed at weighted-average prices reflecting tax-withholding on RSU vesting, not open-market planning.

The Explanation states the trades satisfied tax withholding obligations from vested restricted stock units, which typically triggers automated sales equal to the tax obligation rather than full disposal of newly vested shares. Reported weighted-average sale prices include $22.1332 and $23.2369, which are consistent with market activity across the disclosed dates.

Investors should note that the filer offers to provide detailed trade-level prices and volumes on request; tax-driven sell-to-cover activity usually recurs at subsequent vesting events, so similar filings may appear when more RSUs vest later in the year.

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^*

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)
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)		89,802	D	$22.1332(2)(3)	7,578,992	D
Common Stock	10/07/2025		S(1)		55,256	D	$23.2369(3)(4)	7,523,736	D
Common Stock	10/08/2025		S(1)		120,261	D	$22.3403(3)(5)	7,403,475	D
Common Stock	10/08/2025		S(1)		27,742	D	$22.9103(3)(6)	7,375,733	D
Common Stock	10/09/2025		S(1)		175,425	D	$22.4234(3)(7)	7,200,308	D
Common Stock								52,004	I	By McClain GMM 2015 Trust(8)
Common Stock								52,004	I	By McClain RHD 2015 Trust(8)
Common Stock								17,335	I	By Paul N. McClain Gift Trust(8)

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 89,802 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 55,256 shares in multiple trades at prices ranging from $22.84 to $23.755 per share.

5. On October 8, 2025, the Reporting Person sold 120,261 shares in multiple trades at prices ranging from $21.79 to $22.785 per share.

6. On October 8, 2025, the Reporting Person sold 27,742 shares in multiple trades at prices ranging from $22.79 to $23.09 per share.

7. On October 9, 2025, the Reporting Person sold 175,425 shares in multiple trades at prices ranging from $21.85 to $22.82 per share.

8. The Reporting Person is a trustee for each of McClain GMM 2015 Trust, McClain RHD 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.

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.
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.

FAQ

What did SailPoint (SAIL) insider Mark McClain sell on 10/07–10/09/2025?

The filing shows the reporting person sold a total of 468,486 shares across multiple trades on 10/07/2025, 10/08/2025, and 10/09/2025 to satisfy tax withholding on vested RSUs.

Were the sales by the SAIL reporting person discretionary?

No; the Explanation states the trades were executed pursuant to a mandatory sell-to-cover provision in the restricted stock unit agreement to satisfy tax obligations.

How many SAIL shares does the reporting person still beneficially own after these transactions?

The reporting person directly owned 7,200,308 shares following the reported transactions, plus 121,343 shares reported as indirectly held in related trusts.

What prices were reflected in the reported transactions?

The filing reports weighted-average sale prices such as $22.1332, $23.2369, and $22.3403, and indicates trade-level price ranges by date in the Explanation.

Does the reporting person claim beneficial ownership of trust shares?

The reporting person is trustee for three named trusts and may be deemed to beneficially own their shares, but he disclaims beneficial ownership