Tax-driven SailPoint (NYSE: SAIL) insider sale covers RSU vesting

Q: Were Christopher Schmitt’s SailPoint (SAIL) share sales discretionary?

According to the filing, Schmitt’s trades were not discretionary. 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 related to RSU vesting.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

SailPoint, Inc. General Counsel and Secretary Christopher Schmitt reported selling a total of 46,074 shares of common stock over April 7–9, 2026 in open-market transactions. The sales were executed under a Rule 10b5-1 trading plan and pursuant to a mandatory sell-to-cover provision tied to his restricted stock units, meaning they were made to satisfy tax withholding obligations rather than as discretionary trades. Following these transactions, Schmitt holds 1,355,551 shares of SailPoint common stock directly.

Insider Trade Summary 10b5-1

Net Seller: 46,074 shares ($563,474)

Net Sell 4 txns

Insider Schmitt Christopher

Role General Counsel and Secretary

Sold 46,074 shs ($563K)

Type	Security	Shares	Price	Value
Sale	Common Stock	17,933	$11.4228	$205K
Sale	Common Stock	880	$12.21	$11K
Sale	Common Stock	13,624	$12.8006	$174K
Sale	Common Stock	13,637	$12.7219	$173K

Holdings After Transaction: Common Stock — 1,356,431 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 13,637 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 13,624 shares in multiple trades at prices ranging from $12.40 to $13.21 per share. On April 9, 2026, the Reporting Person sold 17,933 shares in multiple trades at prices ranging from $11.135 to $12.01 per share.

Key Figures

Total shares sold: 46,074 shares Shares sold April 7, 2026: 13,637 shares at $12.7219 Shares sold April 8, 2026: 13,624 shares at $12.8006 +2 more

5 metrics

Total shares sold 46,074 shares Aggregate insider sales on April 7–9, 2026

Shares sold April 7, 2026 13,637 shares at $12.7219 Open-market sale under Rule 10b5-1 plan

Shares sold April 8, 2026 13,624 shares at $12.8006 Open-market sale under Rule 10b5-1 plan

Shares sold April 9, 2026 17,933 shares at $11.4228 and $12.21 Open-market sale under Rule 10b5-1 plan

Post-transaction holdings 1,355,551 shares Direct ownership after April 9, 2026 sale

Key Terms

Rule 10b5-1 trading plan, sell-to-cover provision, Restricted Stock Unit, 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 financial

"underlying Restricted Stock Unit Agreement for the satisfaction of tax withholding obligations"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

weighted average sale price financial

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

tax withholding obligations financial

"for the satisfaction of tax withholding obligations in connection with the vesting of restricted stock units"

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^*

Schmitt Christopher

(Last)

(First)

(Middle)

C/O SAILPOINT TECHNOLOGIES HOLDINGS, INC

11120 FOUR POINTS DRIVE, 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)
	General Counsel and Secretary

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⁾		13,637	D	$12.7219⁽²⁾⁽³⁾	1,387,988	D
Common Stock	04/08/2026		S⁽¹⁾		13,624	D	$12.8006⁽³⁾⁽⁴⁾	1,374,364	D
Common Stock	04/09/2026		S⁽¹⁾		17,933	D	$11.4228⁽³⁾⁽⁵⁾	1,356,431	D
Common Stock	04/09/2026		S⁽¹⁾		880	D	$12.21	1,355,551	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 13,637 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 13,624 shares in multiple trades at prices ranging from $12.40 to $13.21 per share.

5. On April 9, 2026, the Reporting Person sold 17,933 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) report for Christopher Schmitt?

SailPoint reported that General Counsel and Secretary Christopher Schmitt sold 46,074 shares of common stock over April 7–9, 2026. These sales were made under a Rule 10b5-1 trading plan and a mandatory sell-to-cover provision for tax withholding on vested restricted stock units.

How many SailPoint (SAIL) shares did Christopher Schmitt sell and at what prices?

Christopher Schmitt sold 46,074 SailPoint shares in total: 13,637 shares at a weighted average price of $12.7219, 13,624 shares at $12.8006, and 17,933 shares at $11.4228 and $12.21. The trades were executed in multiple lots within disclosed price ranges.

How many SailPoint (SAIL) shares does Christopher Schmitt own after these transactions?

After completing the April 7–9, 2026 sales, Christopher Schmitt directly owns 1,355,551 shares of SailPoint common stock. This post-transaction holding figure comes from the share balances reported following the final listed sale in the Form 4 filing.

What is the purpose of the Rule 10b5-1 trading plan mentioned in the SailPoint (SAIL) filing?

The Rule 10b5-1 trading plan referenced in the filing governs Schmitt’s sales. It pre-arranges trades according to preset instructions, and in this case works with a mandatory sell-to-cover feature to automatically sell shares needed for tax withholding on vested restricted stock units.