April 24, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of SailPoint, Inc. (“SailPoint”) on June 4, 2026, at 1:00 p.m. Central Time, to be held in a live virtual meeting format.

The matters expected to be acted upon at the meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. You are entitled to vote at the Annual Meeting and any adjournments, continuations or postponements of the Annual Meeting only if you were a stockholder as of the close of business on April 6, 2026.

Thank you for being a SailPoint stockholder. We look forward to seeing you at the Annual Meeting.

Sincerely,

Mark McClain

Chief Executive Officer and Director

Your vote is important. Whether or not you can attend the meeting, please read the enclosed proxy statement carefully, and then cast your vote as soon as possible over the Internet, by telephone, or by completing and returning the enclosed proxy card so that your shares are represented at the Annual Meeting. Your vote will mean that you are represented at the Annual Meeting regardless of whether you attend the virtual meeting. Returning the proxy does not deprive you of your right to attend the virtual meeting or to vote your shares electronically at the virtual meeting.

SAILPOINT, INC.

11120 FOUR POINTS DRIVE, SUITE 100

AUSTIN, TEXAS 78726

Notice of Annual Meeting of Stockholders

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of SailPoint, Inc. will be held on June 4, 2026, at 1:00 p.m. Central Time in a live virtual meeting format, to consider and vote upon the following proposals:

Beginning on or about April 24, 2026, we will send to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions on how to access our proxy materials over the Internet and how to vote. The Notice also provides instructions on how to obtain paper copies if preferred.

To attend and participate in the virtual Annual Meeting, you will need to register in advance at www.proxydocs.com/SAIL (the “Meeting Website”). You will be required to enter the control number found on your proxy card, voting instruction form or Notice. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting and will permit you to submit questions during the meeting. We encourage you to log on 15 minutes prior to the start time of the meeting. If you have difficulty accessing the Annual Meeting through the Meeting Website, please call the technical support number provided in the registration email.

Only stockholders of record at the close of business on April 6, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. You may vote and ask questions in advance of or during the Annual Meeting by following the instructions on your proxy card, voting instruction form or Notice and available on the Meeting Website. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting. A list of the names of stockholders entitled to vote at the Annual Meeting will be available for ten days prior to the Annual Meeting for examination by any stockholder for any purpose germane to the Annual Meeting between the hours of 9:00 a.m. and 5:00 p.m. Central Time at our headquarters at 11120 Four Points Drive, Suite 100, Austin, Texas 78726.

Your vote is important. Whether or not you expect to attend the virtual meeting, please vote over the Internet, by telephone, or by completing and promptly returning the enclosed proxy card so that your shares may be represented at the meeting.

By Order of the Board of Directors,

Christopher G. Schmitt

Secretary

Austin, Texas

April 24, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 4, 2026: THIS PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS, THE FORM OF PROXY CARD, AND OUR ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED JANUARY 31, 2026 ARE AVAILABLE AT http://www.proxydocs.com/SAIL.

Table of Contents

SAILPOINT, INC.

11120 FOUR POINTS DRIVE, SUITE 100

AUSTIN, TEXAS 78726

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 4, 2026

The Meeting

The Board of Directors (the “Board”) of SailPoint, Inc., a Delaware corporation (“SailPoint,” the “Company,” or “we”), is soliciting proxies for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 4, 2026 at 1:00 p.m. Central Time in a live virtual meeting format. The Notice of Internet Availability of Proxy Materials (the “Notice”) was first furnished to stockholders on or about April 24, 2026. Electronic copies of this proxy statement (this “Proxy Statement”) and our Annual Report to Stockholders for the fiscal year ended January 31, 2026 (our “2026 Annual Report”) are available at www.proxydocs.com/SAIL.

Attending the Virtual Meeting

To attend and participate in the virtual Annual Meeting, you will need to register in advance at www.proxydocs.com/SAIL (the “Meeting Website”). You will be required to enter the control number found on your proxy card, voting instruction form or Notice. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting and will permit you to submit questions in advance of and during the meeting. We encourage you to log on 15 minutes prior to the start time of the meeting. If you have difficulty accessing the Annual Meeting through the Meeting Website, please call the technical support number provided in the registration email.

In accordance with the rules of conduct for the Annual Meeting, which you will find on the Meeting Website following registration, you may submit up to two questions during or in advance of the Annual Meeting, which questions may address no more than one topic each and must be relevant to the issues before the meeting. During the Annual Meeting, at the appropriate time, we will endeavor to provide oral responses to all questions so submitted. Because we believe it is important for stockholders to have the opportunity to submit questions both in advance of and during the meeting, we are requiring all questions to be submitted in writing. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting.

Voting Rights, Quorum and Required Vote

Only holders of record of our common stock at the close of business on April 6, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 567,223,431 shares of common stock outstanding and entitled to vote. Holders of our common stock are entitled to one vote for each share held as of the Record Date. Holders of our common stock do not have the right to cumulative voting. A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of a majority of the outstanding voting power of all shares of our common stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” (described below) will be counted in determining whether there is a quorum.

For Proposal No. 1 – Election of Directors, directors will be elected by a plurality of the votes of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote in the election of directors, which means that the three nominees receiving the highest number of “for” votes will be elected. Withheld votes and broker non-votes will have no effect on Proposal No. 1.

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm requires the affirmative vote of the majority of voting power of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will count the same as votes against Proposal No. 2.

Proposal No. 3 – Advisory Vote on our Named Executive Officer Compensation requires the affirmative vote of the majority of voting power of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will count the same as votes against Proposal No. 3.

Proposal No. 4 – Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation requires the affirmative vote of the majority of voting power of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will count the same as votes against Proposal No. 4.

Voting Your Shares

If you are a registered holder of our common stock, meaning that you hold our common stock directly (not through a bank, broker or other nominee), you may vote by telephone or electronically through the Internet by following the instructions included on your Notice or your proxy card, or by completing, dating, signing, and promptly returning your proxy card. All signed, returned proxies that are not revoked will be voted in accordance with the instructions contained thereon. Signed proxies that give no instructions as to how they should be voted on a particular proposal at the Annual Meeting will be counted as votes “for” the election of each of the Class I director nominees presented by the Board under Proposal No. 1, as votes “for” Proposal No. 2, as votes “for” Proposal No. 3, and as votes for the option of every “1 YEAR” for Proposal No. 4.

If your shares of our common stock are held through a bank, broker, or other nominee, you are considered the “beneficial owner” of those shares held in “street name.” You may be able to vote by telephone or electronically through the Internet (i.e., if those options are made available to you by your bank, broker or other nominee) in accordance with the voting instructions provided by that nominee. You may also vote by completing, dating, signing and promptly returning the voting instruction form sent by that nominee. You must obtain a legal proxy from the nominee that holds your shares if you wish to participate virtually at the Annual Meeting. If you do not provide voting instructions to your broker in advance of the Annual Meeting, your broker will have discretionary authority to vote on “routine” proposals. Where a proposal is not “routine,” a broker who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal, and the unvoted shares are referred to as “broker non-votes.” For the Annual Meeting, Proposals No. 1, No. 3, and No. 4 are not considered “routine” proposals, and therefore, brokers cannot exercise discretionary authority regarding such proposals for beneficial owners who have not returned voting instructions. Proposal No. 2 is considered a “routine” proposal, and therefore, brokers can exercise discretionary authority regarding this proposal for beneficial owners who have not returned voting instructions.

In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the Chairman of the Annual Meeting may adjourn the Annual Meeting to permit further solicitations of proxies.

The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and Internet access providers, which must be borne by the stockholder.

Expenses of Solicitation

The expenses of any solicitation of proxies to be voted at the Annual Meeting will be paid by the Company. Following the original distribution of the proxies and other soliciting materials, the Company and its directors, officers, and other employees (for no additional compensation) may also solicit proxies in person, by telephone, or by email. Following the original distribution of the proxies and other soliciting materials, the Company will request that banks, brokers, and other nominees forward copies of the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers, and other nominees for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.

Revocability of Proxies

Any person who validly submits a proxy has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote. A proxy may be revoked by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy that is submitted via telephone or Internet, or by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting. If you are a beneficial owner and wish to change any of your previously provided voting instructions, you must contact your bank, broker, or other nominee directly.

Electronic Delivery of Proxy Materials to Stockholders

Beginning on or about April 24, 2026, we mailed to our stockholders a Notice with instructions on how to access our proxy materials over the Internet and how to vote. If you received such Notice and would prefer to receive paper copies of the proxy materials, or if you received paper copies of the proxy materials and would prefer to receive a Notice for future annual meetings, you may notify us by telephone, email or mail at the respective telephone number, email address or mailing address provided on the Notice.

Delivery of Documents to Stockholders Sharing an Address

Because many stockholders hold shares of our common stock in multiple accounts or share an address with other stockholders, stockholders may receive duplicate mailings of proxy materials. Stockholders may avoid receiving duplicate mailings as follows:

Stockholders of Record. If your shares are registered in your own name and you are interested in consenting to the delivery of a single set of proxy materials, you may contact Mediant Communications, Inc. (“Mediant”) by telephone at 1-866-648-8133, by Internet at www.investorelections.com/SAIL, or by email at paper@investorelections.com.

Beneficial Stockholders. If your shares are not registered in your own name, the bank, broker or other nominee that holds your shares may have asked you to consent to the delivery of a single set of proxy materials if there are other SailPoint stockholders who share an address with you. If you currently receive more than one copy of the proxy materials at your household and would like to receive only one copy in the future, you should contact your nominee.

If you consent to the delivery of a single set of proxy materials but later decide that you would prefer to receive a separate copy of the proxy materials for each stockholder sharing your address, then please notify Mediant or your nominee, as applicable, and they will promptly deliver the additional proxy materials.

If you wish to receive a separate copy of the proxy materials for each stockholder sharing your address in the future, you may also contact Mediant by telephone at 1-866-648-8133, by Internet at www.investorelections.com/SAIL, or by email at paper@investorelections.com if you are a stockholder of record, or you may contact your broker nominee if you are a beneficial stockholder.

Our Company

Business Overview

SailPoint, Inc. delivers adaptive identity security for the enterprise through the SailPoint Platform. This platform unifies identity data across all systems and identity types, including employees, non-employees, machine identities, and AI agents, to enable real-time governance. Our offerings, available as both a SaaS solution (SailPoint Identity Security Cloud) and a customer-hosted option (IdentityIQ), leverage intelligent analytics to provide organizations with critical visibility and control over which identities currently have access to which resources, which identities should have access to those resources, and how that access is being used. Our solutions empower organizations to establish, automate, and enforce policies that strengthen their security posture and facilitate regulatory compliance.

The modern enterprise faces an increasingly complex and hostile threat landscape. The proliferation of AI has not only expanded the attack surface with a surge in non-human identities but also armed threat actors with more sophisticated tools. Traditional, static security measures are no longer sufficient to manage the complex web of identities, data, and access in today’s multi-cloud environments. This new reality, compounded by a cybersecurity skills gap and growing regulatory pressures, demands a more adaptive, context-aware identity security approach to effectively secure the enterprise.

During our 20-year history, SailPoint has evolved its solutions to meet these modern challenges. Our platform is built on a foundation of deep identity context, mapping the intricate relationships between all identities and their access to sensitive data. An intelligent layer of AI-driven governance transforms this data into actionable security insights, enabling automated and improved access decisions. This allows us to deliver next-generation identity security that can actively and autonomously defend the enterprise in real-time. We serve many of the world’s largest and most complex organizations, helping them secure their business and data effectively.

SailPoint’s solutions have been recognized as best-in-class by industry experts, peers, and third parties, highlighting the strength and breadth of our solutions. Our clients recognize us as a 2024 Gartner Peer Insights^™ Customers’ Choice for Identity Governance and Administration, and KuppingerCole recognizes us as an Overall Leader for Identity Governance and Administration. Additionally, our platform and products have been recognized for technology and innovation excellence by leading industry analysts spanning Forrester, Frost & Sulivan, GigaOm, KLAS, KuppingerCole, IDC, and InfoTech.

Performance Highlights

In fiscal year 2026 we continued to execute and perform at a high level, achieving the key milestone of surpassing $1 billion in revenue. Other key performance highlights from fiscal year 2026 include:

Proposal No. 1 – Election of Directors

The Board is presently comprised of nine members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term. Class I directors consist of William Bock, Sacha May, and Mark McClain; Class II directors consist of Seth Boro, James Hagan, and Tracey Newell; and Class III directors consist of Andrew Almeida, Ronald Green, and Nabil Hamade.

Class I directors standing for re-election at the Annual Meeting are Messrs. Bock, May, and McClain. Class II directors will stand for re-election at the 2027 Annual Meeting of Stockholders, and Class III directors will stand for re-election at the 2028 Annual Meeting of Stockholders.

Each of the nominees for election to Class I is currently a director of the Company. If elected at the Annual Meeting, each of the nominees would serve for three years and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Each of the nominees has indicated his willingness to serve as a member of the Board, if re-elected. If any of the nominees is unable to serve or will not serve (a contingency which the Board does not expect to occur), the proxies will be voted for a substitute nominee chosen by the Board. In the alternative, the stockholders may vote for just the remaining nominees, leaving a vacancy that may be filled at a later date by the Board, or the Board may reduce the size of the Board. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the number of nominees named in this Proxy Statement (which is three).

The names of the nominees for election as Class I directors at the Annual Meeting and of the incumbent Class II and Class III directors, and certain information about them, are included below.

Nominees for Election as Class I Directors

Continuing Directors

Vote Required

The three nominees who receive the greatest number of “FOR” votes will be elected as Class I directors. Any shares that are not voted, whether by abstention, broker non-votes or otherwise, will not affect the election of directors.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then “FOR” the election of the nominees named in this Proposal No. 1.

Corporate Governance

Controlled Company Status

Thoma Bravo, L.P. (together with its affiliated entities, “Thoma Bravo”) controls a majority of our outstanding common stock. As a result, we are a “controlled company.” Under Nasdaq rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

These requirements will not apply to us as long as we remain a controlled company. We may in the future utilize some or all of these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Composition of the Board

In accordance with our charter and bylaws, the Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms have expired. Our charter provides that the authorized number of directors will be fixed by the affirmative vote of the directors then in office, and newly created directorships and vacancies may be filled by the Board.

In addition, our charter provides that our directors may be removed with or without cause by the affirmative vote of at least a majority of the voting power of our then-outstanding shares of stock entitled to vote thereon, voting together as a single class for so long as Thoma Bravo beneficially owns 40% or more of the total number of shares of our common stock then outstanding. If Thoma Bravo’s beneficial ownership falls below 40% of the total number of shares of our common stock outstanding, then our directors may be removed only for cause upon the affirmative vote of at least 66 2/3% of the voting power of our then-outstanding shares of stock entitled to vote thereon.

Director Independence

The Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, the Board has determined that none of our directors (other than Mr. McClain) have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of our directors (other than Mr. McClain) is “independent” as that term is defined under the Nasdaq listing standards. For a director to be considered independent, the Board must determine that the director does not have any material relationships with the Company (other than as a director or stockholder), either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company. Material relationships can include vendor, supplier, consulting, legal, banking, accounting, charitable, and family relationships, among others, including transactions described in the section titled “Certain Relationships and Related Party Transactions.”

Leadership Structure of the Board of Directors

The offices of Chair of the Board and Chief Executive Officer are presently separated. Our bylaws and corporate governance guidelines, which do not require the separation of our Chair of the Board and Chief Executive Officer positions, allow the Board to determine the board leadership structure that is appropriate for us at any given point in time, taking into account the dynamic demands of our business, our senior executive personnel and other factors.

The Board believes that the separation of the Chair of the Board and Chief Executive Officer roles currently provides the most efficient and effective leadership model for the Company as it encourages free and open dialogue regarding competing views and provides for strong checks and balances. Specifically, the balance of powers among our Chief Executive Officer and Chair of the Board facilitates the active participation of our independent directors and enables our Board to provide more effective oversight of management.

Pursuant to our corporate governance guidelines, if the offices of Chair of the Board and Chief Executive Officer are combined, the Board shall have a lead director (the “Lead Director”) designated by the independent directors to provide, in conjunction with the Chair of the Board and Chief Executive Officer, leadership and guidance to the Board. The Lead Director would serve as a liaison between the Chair of the Board and the independent directors and preside at all meetings of the Board at which the Chair of the Board is not present, unless the other directors determine otherwise. Additionally, the Lead Director would coordinate the nature, quality, quantity and timeliness of, and have the authority to approve, information sent to the Board in advance of meetings, would also have the authority to approve the agendas for meetings and would have such other responsibilities as are described in our corporate governance guidelines and as designated from time to time by the Board.

Communications by Stockholders and Other Interested Parties with the Board

Stockholders and other interested parties may contact any individual director, the Lead Director (if any), the Chair of the Board, the Board as a group, or a committee or subset of the Board by sending mail to: Board of Directors, SailPoint, Inc., 11120 Four Points Drive, Suite 100, Austin, Texas 78726, Attention: Corporate Secretary or by email at ir@sailpoint.com.

All such concerns will be forwarded to the appropriate director or directors for review and will be simultaneously reviewed and addressed by the Company’s Corporate Secretary. The status of all outstanding concerns will be reported to the Board on a quarterly basis. The Board or the Audit Committee may direct special treatment, including the retention of outside advisors or counsel, for any concern addressed to them. The Company will not take any adverse action, and will not tolerate any retaliation, against any person for asking questions or making good faith reports of possible violations of law, Company policy or the Company’s code of business conduct and ethics.

Board Committees

The Board has established three standing committees: the Audit Committee, the Compensation and Nominating Committee, and the Cybersecurity Committee. The composition, duties and responsibilities of each of these committees are described below. Each of these committees reports to the Board as provided in the applicable committee charter, as they deem appropriate and as the Board may request. The Board may establish such other committees as it deems appropriate from time to time.

The following table provides information on the Board’s current committee memberships.

Our corporate governance guidelines, along with our code of business conduct and ethics and the charters for our Audit Committee, Compensation and Nominating Committee, and Cybersecurity Committee, are available on our website at investors.sailpoint.com/leadership-and-governance/governance-documents. Stockholders may also obtain copies of these documents upon written request to SailPoint, Inc., Attn: Investor Relations, 11120 Four Points Drive, Suite 100, Austin, Texas 78726 or by email to ir@sailpoint.com.

Audit Committee

Our Audit Committee is composed of Messrs. Bock, Green, and Hagan, with Mr. Bock serving as chair of the committee. Each member of the Audit Committee is financially literate, as required by the Nasdaq listing standards. In addition, the Board has determined that Messrs. Bock and Hagan each qualifies as an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Board has also determined that each member of the Audit Committee meets the additional independence standards of Nasdaq and the Securities Exchange Commission (the “SEC”) applicable to members of audit committees.

The Audit Committee, which operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq listing standards, is, among other things, responsible for:

Compensation and Nominating Committee

Our Compensation and Nominating Committee is composed of Messrs. Almeida and Bock and Ms. Newell, with Ms. Newell serving as chair of the committee. The Board has determined that each member of the Compensation and Nominating Committee meets the additional independence standards of the Nasdaq and SEC applicable to members of compensation committees. The Compensation and Nominating Committee, which operates under a written charter, is, among other things, responsible for:

The Compensation and Nominating Committee has complete authority to retain and terminate outside counsel, compensation consultants, director search firms, or other experts or consultants, as it deems appropriate, including complete authority to approve their fees and other retention terms. However, the Compensation and Nominating Committee may only retain or seek advice from any compensation consultant after evaluating the factors specified in Nasdaq rules relating to the consultant’s independence from management and shall evaluate whether such compensation consultant has any conflict of interest.

The Compensation and Nominating Committee has retained Compensia, Inc. (“Compensia”) to provide independent compensation consulting support. Compensia has provided market information on compensation trends and practices and makes compensation recommendations based on competitive data of a peer group of companies. Compensia is also available to perform special projects at the Compensation and Nominating Committee’s request. Compensia provides analyses and recommendations that inform the Compensation and Nominating Committee’s decisions but does not decide or approve any compensation actions. As needed, the Compensation and Nominating Committee may also consult with Compensia on other compensation-related matters. Compensia reports exclusively to the Compensation and Nominating Committee and does not provide any additional services to the Company. The Compensation and Nominating Committee has assessed the independence of Compensia pursuant to applicable SEC and Nasdaq rules and concluded that Compensia’s work for the Compensation and Nominating Committee does not raise any conflict of interest.

The Compensation and Nominating Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Compensation and Nominating Committee. The Compensation and Nominating Committee may delegate to one or more executive officers the authority to make grants of equity-based compensation to eligible individuals who are not executive officers and to administer the Company’s equity-based compensation plans. Any executive officer to whom the Compensation and Nominating Committee grants such authority must regularly report to the Compensation and Nominating Committee grants so made and the Compensation and Nominating Committee may revoke any delegation of authority at any time.

Cybersecurity Committee

Our Cybersecurity Committee is composed of Messrs. Green and May and Ms. Newell, with Mr. Green serving as chair of the committee. The Cybersecurity Committee, which operates under a written charter, is, among other things, responsible for reviewing and advising on the following matters:

willingness to gain an understanding of the Company, its competitive position in its industry and its business strategy. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serving on the Board for an extended period of time. Along with the selection criteria described above, some of the other qualifications that the Compensation and Nominating Committee considers include, without limitation, independence, diversity, skills, education, expertise, business experience, length of service, understanding of the Company and industry and other commitments. While we do not have a formal diversity policy for directors, the Compensation and Nominating Committee and Board generally consider the diversity of director candidates in terms of, among other things, knowledge, experience, background, skills, expertise and other demographic factors.

Director Skills and Experience

As reflected in the following graph, we believe that our directors represent a wide range of skills, experiences and backgrounds, which allows them to offer a variety of perspectives in fulfilling their responsibilities on the Board:

BOARD SKILLS & EXPERIENCE

Director Designation Agreement

In connection with our initial public offering, we entered into a Director Designation Agreement with Thoma Bravo that provides Thoma Bravo the right to designate nominees for election to our Board for so long as Thoma Bravo beneficially owns 40% or more of the total number of shares of our common stock that it owned as of the completion of our initial public offering (the “Original Amount”). Thoma Bravo may also assign its designation rights under the Director Designation Agreement to an affiliate.

The Director Designation Agreement provides Thoma Bravo the right to designate: (i) all of the nominees for election to our Board for so long as Thoma Bravo beneficially owns 40% or more of the Original Amount; (ii) a number of nominees for election to our Board (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Thoma Bravo beneficially owns at least 30% and less than 40% of the Original Amount; (iii) a number of nominees for election to our Board (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Thoma

Bravo beneficially owns at least 20% and less than 30% of the Original Amount; (iv) a number of nominees for election to our Board (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Thoma Bravo beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one nominee for election to our Board for so long as Thoma Bravo beneficially owns at least 5% of the Original Amount. In each case, Thoma Bravo’s nominees must comply with applicable law and stock exchange rules. In addition, Thoma Bravo is entitled to designate the replacement for any of its board designees whose board service terminates prior to the end of the director’s term regardless of Thoma Bravo’s beneficial ownership at such time. Thoma Bravo also has the right to have its designees participate on committees of our Board proportionate to its stock ownership, subject to compliance with applicable law and stock exchange rules. This agreement will terminate at such time as Thoma Bravo owns less than 5% of the Original Amount.

Stockholder Nominations

To the extent Thoma Bravo does not designate all of the nominees that it is entitled to designate, the Compensation and Nominating Committee will consider director candidates recommended by stockholders in the same manner it considers other candidates, but it has no obligation to recommend such candidates. A stockholder that wants to recommend a candidate for election to the Board should send a recommendation in writing to SailPoint, Inc., c/o Corporate Secretary, 11120 Four Points Drive, Suite 100, Austin, Texas 78726. Such recommendation should describe the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director.

Stockholders may also nominate directors at an annual meeting by adhering to the advance notice procedure described under “Submission of Stockholder Proposals” elsewhere in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation and Nominating Committee in fiscal year 2026 was an officer or employee of the Company in fiscal year 2026, nor have they ever been an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation and Nominating Committee.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Board and Annual Meetings

The Board meets on a regularly scheduled basis during the year to review significant developments affecting the Company and to act on matters requiring their approval. It also holds special meetings when important matters require action between regularly scheduled meetings. During fiscal year 2026, the Board held nine meetings, the Audit Committee held five meetings, the Compensation and Nominating Committee held four meetings, and the Cybersecurity Committee held four meetings. Each incumbent director attended at least 75% of the aggregate number of meetings held by the Board and the committees of the Board during the period for which such director served on the Board or committee(s), if applicable, during fiscal year 2026.

The Board regularly holds executive sessions of the non-management directors. If independent, the Chairman of the Board presides over such executive sessions. If the Chairman of the Board is not independent, the Lead Director presides over such executive sessions. Such executive sessions do not include employee directors. The Board held at least one executive session during fiscal year 2026 that included only independent directors, consistent with Nasdaq rules.

The Company’s directors are encouraged to attend our annual meetings of stockholders, but we do not currently have a policy relating to directors’ attendance at these meetings.

Corporate Responsibility

We believe that operating our company in an environmentally and socially responsible manner will help drive long-term value for our stockholders. Consistent with this belief and our core values, listed below, we recognize that we have a meaningful opportunity to provide value to all of our stakeholders, including through maintaining good governance practices and oversight, promoting a safe, positive, and inclusive environment for all of our crew members to work in, investing in and supporting our communities and being mindful of our impact on the environment.

		Developing creative solutions to real customer challenges. Our solutions deliver unique, compelling value to our customers and partners. That innovation begins behind-the-scenes with a culture that encourages and empowers employees to think creatively, pursue continuous learning, and adapt quickly. A culture that encourages sustainability, social responsibility, and robust governance standards.
		Delivering on the commitments we make. We understand what is expected of us and work to ensure that we have the resources to meet or beat that expectation. Honesty and ethical decision-making are “table stakes” expectations for every single employee at SailPoint. Integrity is not only a critical component of our ESG practices, but also provides the foundation of trust that we enjoy with customers, partners, stakeholders, and each other.
		Measuring and rewarding results, not activity. We believe effort should not be confused with progress. We ensure that every person in our company understands what success looks like and how to get there. Clear accountability and transparent, ever-improving processes demonstrate SailPoint’s genuine commitment to establishing ESG initiatives that are meaningful, measurable, and credible.
		Valuing every person at SailPoint. We believe that the single greatest asset of a software company is people. By prioritizing individual well-being and treating everyone in our company as a person, not a number, we create a work environment that is inclusive, equitable, fulfilling, and engaging. We believe this results in individuals that are passionate about driving sustainability and social responsibility initiatives — that then spreads across teams and departments to have a cumulative effect on SailPoint ESG initiatives.

Governance and Oversight

We believe that good corporate governance provides a strong foundation for operating our business in a manner that is fair, ethical and responsible and is therefore essential to the long-term success of our company. Our Board and its committees help set the tone for our company in this regard, as they regularly review and, as appropriate, update various corporate governance and other key policy documents in light of current regulations and best practices. The Board also conducts an annual review and evaluation of its own performance and reviews the annual evaluations conducted by each of its committees, as discussed above.

The following are some of the key governance areas that are part of our day-to-day operations:

People & Community

As an organization that continues to rapidly grow and evolve, we look for feedback from our crew to stay on course. Our annual “Crew’s Views” global employee engagement survey gives us the data we need to focus on areas where we can make the most impact. Over each of the last four years that we conducted the survey, employee participation exceeded 80% and overall team member satisfaction exceeded 82%. Externally, we’ve been recognized as an employer of choice for parents and millennials. Since November 2021, we’ve been a certified “Great Place to Work,” and we’ve been listed as a Best Workplace in Texas six years in a row. We’ve also been noted as a Best Workplace in Technology the past three years and have been featured on several other “Best Places to Work” lists, including Fortune, Built In, and Glassdoor.

As we work to execute our growth strategy, we continue to invest in human capital resources that will sustain and fuel that growth. As of January 31, 2026, we had a total of 3,229 employees. While most organizations post-pandemic have reverted to requiring mandatory days in-office, we recognize that there’s no perfect one-size fits all solution. We have realized many benefits in allowing crew to continue working remotely, so we seek to provide them with flexibility and empower team leaders to get their crew members together when it makes sense. This approach supports crew wellbeing and reflects our commitment to providing an environment for all our team members to succeed and thrive.

Our training and development efforts, built around our core values, are another key part of our human capital strategy. Our leaders go through specific training to ensure they are leading their teams with our values at the forefront of the decisions they make. Our annual performance review process allows team members to engage in meaningful discussions with their managers about their performance and development goals, and we also conduct pay equity reviews during our merit planning process. Additionally, our managers assess the growth potential of each team member through a standardized evaluation process, which provides actionable outputs to help develop and retain our high-potential employees. Through these and other training efforts, we support the development of our crew members in a way that promotes our growth and innovation.

Our philanthropy committee comes up with innovative opportunities for crew to give back to the communities in which we work. For more than seven years, we have run an annual “Sailanthropitch” program, where charities deliver a Shark-Tank-style presentation about their organization. Crew members cast their votes for the organizations they connect to the most, and each organization walks away with a financial donation tied to the percentage of votes they received. Our SailPoint Cares program, which started as an opportunity to bring cross-functional crew together in different regions, has grown significantly in recent years, providing opportunities for teams to get together and donate their time and resources to support good causes across three core pillars: STEM & tech, crew engagement, and education. We also forge partnerships to increase our impact—whether through Path Forward, which supports caregivers who are returning to the workforce, SkillBridge, which connects returning service members to job training opportunities, or Code2College, which enables students who

might not normally have access or exposure to exploring a career in STEM to gain hands-on experience in a paid internship.

While we always seek the best talent to join SailPoint, we are also committed to growing talent. Our Sail-U program brings early career talent to our organization, where we provide them with the environment to learn and grow via structured training opportunities, engagement with leaders across the organization, and peer networking. We also offer a wealth of on-demand resources via our company intranet, The Dock, to support growth and development and drive performance.

Offering a competitive compensation and benefits package is another critical part of our effort to attract and retain top talent. In addition to competitive base salaries, we offer team members comprehensive health, welfare, income protection and long-term savings benefits, incentive equity compensation, and incentive cash plans for eligible team members. Total compensation is designed to align with SailPoint’s business objectives and financial goals, and pay is differentiated for individuals based on relevant experience, impact, relative internal value and company performance. Variable compensation delivers pay aligned with company and individual performance, with more pay at risk at more senior levels. Leadership regularly discusses compensation and benefits strategies with the Compensation and Nominating Committee.

Environment

We strive to minimize our environmental impact and make responsible environmental practices part of our company culture. Where possible, we focus on these three areas:

Energy efficiency

Recycling

Resource efficiency

Proposal No. 2 – Ratification Of Appointment Of Independent Registered Public Accounting Firm

The Audit Committee has selected Ernst & Young LLP (“Ernst & Young”) to be the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027, and recommends that the stockholders vote for ratification of such appointment. Ernst & Young has been engaged as our independent registered public accounting firm since 2024. As a matter of good corporate governance, the Audit Committee has requested the Board to submit the selection of Ernst & Young as the Company’s independent registered public accounting firm for fiscal year 2027 to the Company’s stockholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. We expect representatives of Ernst & Young to be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.

Audit and Related Fees

The following table sets forth the aggregate fees billed for various professional services rendered by Ernst & Young (in thousands) for fiscal years ended January 31, 2026 and 2025, respectively:

Pre-Approval Policy

All of the services listed in the above table were approved by the Board prior to the adoption of the charter of the Audit Committee, which occurred in connection with the completion of our initial public offering (our “IPO”). The charter of the Audit Committee requires that the Audit Committee review the estimated fees of its independent registered public accounting firm’s audit, audit-related, tax, and other permitted non-audit services and requires that the Audit Committee, or a member thereof with designated authority, pre-approve any services provided to the Company by its independent registered public accounting firm.

Vote Required

Approval of this proposal requires the affirmative vote of a majority of voting power of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will count the same as votes against this Proposal No. 2.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then “FOR” the ratification of the appointment of Ernst & Young LLP in this Proposal No. 2.

Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our stockholders with the opportunity to cast a non-binding advisory vote on a resolution to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement. Stockholders are being asked to vote on the following resolution:

RESOLVED, that the stockholders approve the compensation of SailPoint’s Named Executive Officers as disclosed in its Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and other executive compensation disclosures.

The Compensation Discussion and Analysis section of this Proxy Statement and the accompanying tables and narrative provide a comprehensive review of our executive compensation program, objectives, factors and rationale. We urge you to read this disclosure before voting on this non-binding proposal. As described in detail in such disclosure, our executive compensation program is designed to attract and retain highly competent, motivated executives and reward them for superior performance, consistent with creating long-term stockholder value. The Compensation and Nominating Committee believes that our executive compensation program, with its balance of guaranteed salary, performance-based cash bonuses and time-vesting equity awards promote retention and reward sustained performance that is aligned with long-term stockholder interests.

While this vote on executive compensation is non-binding and solely advisory in nature, the Board and the Compensation and Nominating Committee will review and consider the voting results when making future decisions regarding our executive compensation program. We expect that the next stockholder advisory vote to approve Named Executive Officer compensation will occur at our 2027 Annual Meeting of Stockholders.

Vote Required

Approval of this proposal requires the affirmative vote of a majority of voting power of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will count the same as votes against this Proposal No. 3.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then “FOR” this Proposal No. 3.

Proposal No. 4 – Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation

Section 14A of the Exchange Act also requires the Company to submit for a vote a proposal as to whether to have the advisory vote on executive compensation on the agenda for future annual meetings of stockholders every one, two or three years.

The Board recognizes the importance of receiving regular input from the Company’s stockholders on important issues such as the Company’s executive compensation program. Additionally, the Board is aware that many influential commentators in the area of corporate governance recommend that the advisory vote on executive compensation be held every year. Therefore, the Board recommends that the advisory stockholder vote on executive compensation be held every year.

While the Board recommends that the advisory vote on executive compensation be held every year, the proxy card provides you the ability to vote to approve holding the vote every one, two or three years, or to abstain from voting. This vote is advisory and is not binding on the Company or the Board in any way. Although the vote is non-binding, the Board and the Compensation and Nominating Committee value the opinions of the Company’s stockholders, and will take them into account in making a determination concerning the frequency of advisory votes on named executive officer compensation.

Vote Required

You may vote for any of the three alternatives, every one, two or three years, or abstain from voting. The frequency receiving the affirmative vote of a majority of voting power of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon will be considered to be the recommendation of the Company’s stockholders. If none of the frequency options receives a majority of the votes, the choice receiving the greatest number of votes will be considered the frequency recommended by the Company’s stockholders. Abstentions and broker non-votes will not be voted either for or against any frequency and, accordingly, will not affect the outcome of the vote on this Proposal No. 4.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then for the option of every “1 YEAR” as the preferred frequency for future advisory votes on named executive officer compensation.

Executive Officers

Below is a list of the names, ages as of April 24, 2026, positions, and a brief account of the business experience of the individuals who serve as our executive officers.

The narrative disclosure below provides information about the business experience of certain of our executive officers. See “Proposal No. 1 — Election of Directors — Continuing Directors” for such information about Mr. McClain.

Matt Mills has served as our President since June 2024 and served as our President, Worldwide Field Operations from August 2022 until June 2024, and previously served in such capacity at STHI from February 2021 until the Take-Private Transaction in August 2022. Mr. Mills initially joined STHI as its Chief Revenue Officer in August 2019, serving in that capacity until becoming President, Worldwide Field Operations in February 2021. Mr. Mills brings more than 30 years of experience to this role. Before joining STHI, Mr. Mills was the chief executive officer of MapR Technologies, an enterprise software company, from October 2015 until February 2018. Immediately prior to that, he spent 20 years at Oracle Corporation (NYSE: ORCL), most recently as Senior Vice President North America Sales, where he oversaw more than 8,000 employees and was responsible for $4.5 billion in annual revenue. Since September 2018, Mr. Mills has served as board member and advisor to various early-stage SaaS companies. Additionally, Mr. Mills currently serves as a managing partner of Tappan Hill Venture Partners II, LLC, a venture capital fund. Mr. Mills holds a B.S. in Business from Ferris State University in Michigan.

Brian Carolan has served as our Chief Financial Officer since December 2022. Prior to his role at SailPoint, Mr. Carolan worked at Commvault Systems, Inc. (NASDAQ: CVLT) (“Commvault”), a data protection and cyber resilience company, for over twenty years, serving as Chief Financial Officer from October 2012 until June 2022, Vice President, Finance and Chief Accounting Officer from July 2006 until September 2012, and Controller from February 2001 until June 2006. Prior to joining Commvault, Mr. Carolan worked in the Technology, Communications, and Entertainment audit practice of Ernst & Young LLP from 1993 until January 2001. Mr. Carolan holds a B.S. in Accounting from Villanova University and an M.B.A. from New York University. Mr. Carolan is a certified public accountant in the State of New Jersey.

Abby Payne has served as our Chief People Officer since August 2022, and previously served in such capacity at STHI from December 2019 until the Take-Private Transaction in August 2022. Ms. Payne previously served as the Vice President of Human Resources at STHI starting in October 2011. Ms. Payne has nearly 25 years of experience serving in various human resources capacities for technology companies. Prior to joining STHI, Ms. Payne worked at BMC Software, an IT services and IT consulting company, as a Senior Human Resources Business Partner from July 2009 to October 2011, and at Trilogy, a software development company, as a Human Resources Manager from December 1999 to June 2009. Ms. Payne holds a B.B.A. in Business Management from the University of Texas at Austin.

Chandrasekar (Chandra) Gnanasambandam has served as our Executive Vice President of Product and Chief Technology Officer since February 2025. Mr. Gnanasambandam joins SailPoint after a two decades-long career at McKinsey & Company, where he most recently co-led the firm’s global high-tech practice. His expertise spans both product management and engineering, with a proven track record of driving large-scale transformations for some of the world’s largest and fastest-growing cloud companies. Prior to his work in McKinsey’s high-tech practice, Mr. Gnanasambandam co-founded and led Fuel, McKinsey’s investor and start-up arm, and was a founding partner of McKinsey’s Bangalore office in India. He started his career as a Java architect in the early days of Java at Sun Microsystems where he contributed to the programming language’s development and implementation for large customers. Mr. Gnanasambandam holds a M.S. in Engineering from the University of Saskatchewan and an M.S. in Engineering from Georgia Institute of Technology.

Chris Schmitt has served as our Executive Vice President, General Counsel and Secretary since August 2022 and as an Executive Vice President since July 2020, and previously served as General Counsel and Secretary for STHI from March 2017 and as an Executive Vice President for STHI from July 2020 until the Take-Private Transaction in August 2022. Mr. Schmitt has nearly 25 years of corporate legal experience. Prior to joining STHI, Mr. Schmitt was a Partner at the law firm Vinson & Elkins L.L.P. from January 2010 until March 2017, practicing in the firm’s Capital Markets and Mergers & Acquisitions group. His practice focused on mergers and acquisitions, public and private securities offerings, technology transactions, and compliance and corporate governance. Prior to that, Mr. Schmitt was an Associate attorney at Vinson & Elkins and, before that, at the law firm Baker Botts L.L.P. Mr. Schmitt holds a B.S. in Political Science and Economics and a J.D., both from the University of Michigan.

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides a discussion of the compensation philosophy and objectives underlying our executive compensation program and how we evaluated and set executive compensation for fiscal year 2026. This CD&A is intended to provide qualitative information concerning how fiscal year 2026 compensation was earned and awarded to our Named Executive Officers. Further, it identifies the most significant factors relevant to our fiscal year 2026 executive compensation decisions and gives context to the data presented in the compensation tables included below in this Proxy Statement.

Our “Named Executive Officers” are identified in the table below and consist of any individual who served as our principal executive officer during fiscal year 2026, any individual who served as our principal financial officer during fiscal year 2026, and our three most highly compensated executive officers who were serving at the end of fiscal year 2026 other than our principal executive officer and principal financial officer.

Compensation Philosophy and Objectives

We have strived to create an executive compensation program that balances short-term versus long-term payments and awards, cash payments versus equity awards, and fixed versus contingent payments and awards in ways that we believe are most appropriate to motivate our executive officers. Our executive compensation program is designed to:

To achieve these objectives, the Compensation and Nominating Committee expects to maintain our current compensation plans and consider implementing new compensation plans in order to tie a substantial portion of the executives’ overall compensation to key strategic financial goals. The Compensation and Nominating Committee has also engaged an independent compensation consultant, Compensia, to assist with the Compensation and Nominating Committee’s regular review of our executive compensation program.

Our executive compensation program rewards team accomplishments while promoting individual accountability and depends on Company results as well as individual impact. A portion of total compensation is placed at risk through annual performance bonuses and long-term incentives. The combination of incentives is designed to balance annual operating objectives and Company earnings performance with longer-term stockholder value creation.

We seek to provide competitive compensation that is commensurate with performance and to promote a long-term commitment to the Company by our executives. Our team-focused culture and management processes are designed to foster this commitment.

Shareholder Say-on-Pay and Say-on-Frequency Advisory Votes

Pursuant to the “Advisory Vote to Approve Named Executive Officer Compensation Proposal” included in this Proxy Statement, our shareholders will be voting for the first time to approve the compensation of our Named Executive Officers. Pursuant to the “Advisory Vote on the Frequency of Future Executive Compensation Votes Proposal” included in this Proxy Statement, our shareholders will be voting for the first time on the frequency of advisory shareholder votes to approve the compensation of our Named Executive Officers. We will consider the outcome of the say-on-pay and say-on-frequency advisory votes when making compensation decisions regarding our Named Executive Officers.

Elements of Compensation

Our current executive compensation program, which is set by our Compensation and Nominating Committee, consists of the following components:

We combine these elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational, and strategic objectives, and align the interests of our executive officers and other senior personnel with those of our stockholders.

Pay Mix

We utilize the particular elements of compensation described above because we believe that it provides a well-proportioned mix of secure compensation, retention value, and at-risk compensation, which produces short-term and long-term performance incentives and rewards. By following this approach, we provide the executive a measure of security in the minimum expected level of compensation, while motivating the executive to focus on business metrics that will produce a high level of short-term and long-term performance for the Company and long-term wealth creation for the executive, as well as reducing the risk of recruitment of top executive talent by competitors.

Base Salary

We pay base salaries to retain the individual executive’s services and to reward and motivate individual performance. The Board makes adjustments to the base salary rates of the Named Executive Officers upon consideration of any factors that it deems relevant, including but not limited to: (i) any increase or decrease in the executive’s responsibilities, (ii) the executive’s job performance, and (iii) the level of compensation paid to executives of other companies with which we compete for executive talent, as estimated based on publicly available information and the experience of members of the Board and our Chief Executive Officer.

Base salaries were reviewed by our Compensation and Nominating Committee in fiscal year 2026 (with changes effective August 1, 2025). In setting base salaries, the Compensation and Nominating Committee considers peer group comparisons and assesses the individual skills, performance, experience, responsibilities, and time in position of each Named Executive Officer. Below are the annual base salaries for our Named Executive Officers for fiscal 2025 and fiscal 2026, reported as of January 31 of each year.

The base salaries paid to our Named Executive Officers in fiscal year 2026 are set forth in the Summary Compensation Table below.

Annual Incentive Compensation

On an annual basis, our Named Executive Officers are eligible to receive performance-based cash bonuses, which encourage the Named Executive Officers to focus on short-term performance goals that serve as the basis for long-term performance and shareholder value creation and are intended to reward achievement of those goals. The target bonus amounts (“target”) for fiscal year 2026 awards were established by our Compensation and Nominating Committee based on a percentage of each executive’s base salary for fiscal year 2026. Each of our Named Executive Officers participate in our corporate bonus plan.

The Compensation and Nominating Committee asked Compensia to compare the target annual incentive potentially payable to our executive officers to the target (and maximum) annual incentive bonus of similarly situated executives within our peer group. The Compensation and Nominating Committee reviewed the target (and maximum) annual incentive bonus of our Named Executive Officers, taking into account Compensia’s comparison, and adjusted their target (and maximum) annual incentive bonuses as they deemed appropriate. For fiscal year 2026, the Compensation and Nominating Committee established a target bonus amount of 100% of base salary for each of Messrs. McClain and Mills, 75% of base salary for Mr. Carolan, and 60% of base salary for Ms. Payne and Mr. Schmitt. For participants in the corporate bonus plan, the Compensation and Nominating Committee established a threshold level of 50% of their target levels and a maximum level of 150% of their target level. Actual payout is calculated by multiplying the participant’s actual base salary by the participant’s bonus target percentage, and then by the performance payout multiple achieved for the year. Where changes to base salary or bonus target percentage are made mid-year, the pre-change base salary is multiplied by the pre-change bonus target percentage, and that is added to the post-change base salary multiplied by the post-change bonus target percentage, the sum of which is multiplied by the applicable performance payout multiple.

For fiscal year 2026, ARR determined 75% of the total bonus that could be potentially earned within the corporate bonus plan and adjusted income from operations determined the other 25%; provided, however, that if the adjusted income from operations minimum threshold was not met, no bonus would be paid, regardless of the Company’s ARR attainment. For each measure, the Compensation and Nominating Committee established payout levels of 50%, 100%, and 150% payout based on threshold, target, or maximum achievement of each measure with a sliding scale applied between each payout level. We define adjusted income from operations as income (loss) from operations excluding equity-based compensation expense, payroll taxes related to awards that were accelerated upon the closing of our IPO and payroll taxes related to RSUs, all of which were issued after the closing of the IPO, amortization of acquired intangible assets which includes impairment charges, impairment of intangible assets, acquisition-related expenses (including fair value adjustments to acquisition-contingent consideration), benefit from amortization related to acquired contract acquisition costs, Thoma Bravo monitoring fees (which were annual service fees for consultation and advice related to corporate strategy, budgeting of future corporate investments, acquisition and divestiture strategies, and debt and equity financings pursuant to an advisory services agreement that was terminated upon the closing of the IPO), and restructuring expenses.

The following table provides the ARR and adjusted income from operations amounts that the Compensation and Nominating Committee established in order to achieve threshold, target, and maximum bonus payout under the fiscal year 2026 corporate bonus plan (amounts in thousands):

The following table provides the fiscal year 2026 target multiple, as well as potential payments that could have been made upon the achievement of a threshold, target, or maximum level of performance, calculated as described above, for each of our Named Executive Officers:

Bonuses for fiscal year 2026 were paid following a year-end review by the Compensation and Nominating Committee of the applicable performance criteria. The actual bonus amounts paid to each Named Executive Officer for fiscal year 2026 were based on a 104% payout, calculated as described above, in accordance with the fiscal year 2026 corporate bonus plan, as reflected in the table below.

Long-Term Equity-Based Awards

We believe that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our executive officers’ total compensation package in equity- based compensation aligns the incentives of our executives with the interests of our stockholders and with our long-term corporate success. Additionally, we believe that equity-based compensation awards enable us to attract, motivate, retain, and adequately compensate executive talent.

In connection with our IPO, we began granting restricted stock units (“RSUs”), for which no purchase price is paid. RSUs granted to executive officers in fiscal year 2026 vest and will be settled in shares of our common stock over a two-year period in substantially equal quarterly installments on pre-determined dates.

At the direction of the Compensation and Nominating Committee, Compensia conducts an annual market analysis of peer company executive compensation, which is then supplemented with additional market information specific to each executive officer’s role and responsibilities. In determining equity compensation levels for fiscal year 2026, the Compensation and Nominating Committee considered pay practices of a group of peer companies (i.e., the peer companies identified below) that were selected based on relative annual revenue, market capitalization and industry, among other criteria. In addition to reviewing and analyzing competitive market data, for incumbent officers, the Compensation

and Nominating Committee considered then-current values of partnership units that were issued to our executive officers in 2023 and converted into shares of SailPoint common stock in connection with our initial public offering (with the objective of ensuring that go-forward unvested values are sufficient to retain executives in a highly competitive market), the relationship of annual target compensation among external and internal peers, individual performance over the prior year, and expected impact of each individual over the vesting period of the new grant.

Setting Executive Compensation for Fiscal Year 2026 and Establishing Our Peer Group

The Compensation and Nominating Committee retained Compensia as its independent compensation consultant to review and provide advice and recommendations with respect to the Company’s executive officer compensation program and assist the Compensation and Nominating Committee in determining whether any elements or amounts of the existing compensation program should be modified from time to time. The Compensation and Nominating Committee’s relationship with Compensia and the role that Compensia plays in our compensation-setting process is described further above in the “Board Committee — Compensation and Nominating Committee” section.

Consistent with Compensia’s recommendation, the equity awards for our senior officers (including our Named Executive Officers) during fiscal year 2026 consisted of RSUs, based on value rather than number of shares. For the Named Executive Officers, a targeted dollar amount was established, and the number of RSUs to be granted was determined by dividing the aggregate award value by the 30-trading-day average closing stock price from the date of grant.

In November 2024, Compensia proposed a peer group for use in the comparisons discussed above for fiscal year 2026. The Compensation and Nominating Committee reviewed and evaluated the proposed peer group in adopting a peer group consisting of the following 17 companies in our industry with comparable revenues and market capitalization:

In November 2025, the Compensation and Nominating Committee reviewed the peer group used for fiscal year 2026 compensation decisions and made certain changes effective for compensation decisions made in fiscal year 2027. Aspen Technology was removed because it was acquired in 2025, and CyberArk Software was removed due to its pending acquisition by Palo Alto Networks. In addition, Cloudflare was removed as its market cap was outside of Compensia’s recommended market cap range. These companies were replaced with Commvault Systems, Guidewire Software, Procore Technologies, and ServiceTitan.

Tax Deductibility of Certain Executive Compensation

Section 162(m) of the Internal Revenue Code limits the tax deductibility of annual compensation paid to certain executives (i.e., any individual who is the chief executive officer, chief financial officer, or one of the three most highly compensated executive officers other than the chief executive officer and chief financial officer during any given year) to $1 million. Tax deductibility is only one factor that the Company considers when setting compensation, therefore certain compensation paid to applicable executive officers may not be deductible.

Other Executive Benefits and Perquisites

Retirement and Health and Welfare

We offer the same types of retirement, health and welfare benefits to all of our employees, including to our Named Executive Officers as part of our total executive compensation package. Our programs are designed to be competitive and cost-effective. It is our objective to provide core benefits, including medical, retirement, life insurance, and paid time off to all our employees and executive officers. Benefits programs are reviewed on a periodic basis by comparing against companies with which we directly compete, reviewing published survey information, and obtaining advice from various third-party benefits consultants.

We currently maintain a retirement plan intended to provide benefits under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), where employees, including our Named Executive Officers, are allowed to contribute portions of their base compensation to a tax-qualified retirement account. We do not provide profit-sharing contributions under the plan, but we do offer matching under our 401(k) plan at the rate of 50% of the first 6% of employee contributions.

Employee Stock Purchase Plan

In order to incentivize employees of the Company, its designated affiliates, and subsidiaries, we adopted the SailPoint, Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP is comprised of two distinct components in order to provide increased flexibility to grant rights to purchase shares under the ESPP to U.S. and to non-U.S. employees. Specifically, the ESPP authorizes (i) the grant of rights to purchase shares to U.S. employees that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Code, and (ii) the grant of rights to purchase shares that are not intended to be tax-qualified under Section 423 of the Code.

Executive Compensation Tables

The following table sets forth certain information with respect to compensation for fiscal years ended January 31, 2026, 2025, and 2024 earned by, awarded to, or paid to our Named Executive Officers.

Fiscal Year 2026 Summary Compensation Table

Fiscal Year 2026 Grants of Plan Based Awards

The following table reflects the various target values of the annual incentive plan award granted to each of our Named Executive Officers in fiscal year 2026, as well as the number of RSUs granted to each of our Named Executive Officers in fiscal year 2026.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Our annual incentive plans are described in greater detail above in our CD&A. With respect to our annual incentive plans, the treatment of awards, in the event of certain terminations of employment and/or upon the occurrence of a change in control, is described below under “Potential Payments Upon Termination or Change in Control.”

Outstanding Equity Awards at Fiscal Year 2026 Year End

The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of January 31, 2026.

Fiscal Year 2026 Option Exercises and Stock Vested

The table below sets forth information regarding the option exercises and the vesting of outstanding awards under our Omnibus Incentive Plan during fiscal year 2026 for each of our named executive officers.

No Pension Benefits or Nonqualified Deferred Compensation Plan

We do not sponsor or maintain any plans that provide for specified retirement payments or benefits, such as tax-qualified defined benefit plans or supplemental executive retirement plans nor a nonqualified deferred compensation plan.

Potential Payments Upon Termination or Change in Control

Our Named Executive Officers (each, an “Eligible Employee”) are entitled to payments and benefits upon a termination of employment under certain circumstances and accelerated vesting of certain equity awards if such termination is following a change in control. These potential payments and benefits are provided pursuant to the terms of our Executive Change in Control and Severance Plan (our “Severance Plan”). We believe our Severance Plan is an important retention tool for us as a component of our overall executive compensation program. It helps attract and retain skilled professionals in our industry, and allows management to focus its attention and energy on our business without any distractions regarding the effects of any potential change in control. We do not provide tax gross-ups upon a change in control.

The following paragraphs describe the termination entitlements under the terms of our Severance Plan that were applicable to all Named Executive Officers as of January 31, 2026. The subsequent tables quantify the future potential benefits payable pursuant to our Severance Pay Plan upon qualifying terminations.

Upon a termination without “Cause” or a resignation for “Good Reason” that does not occur during a “Change in Control Protection Period” (as defined below), an Eligible Employee will be eligible to receive the following benefits:

Upon a termination without Cause or a resignation for Good Reason during the period beginning three months prior to a “Change in Control” and ending on the 12-month anniversary following such Change in Control (the “Change in Control Protection Period”), an Eligible Employee will be eligible to receive a cash lump sum payment equal to the sum of the following amounts:

Additionally, upon a Change in Control, (i) if an Eligible Employee’s RSUs are not assumed by the surviving entity in connection with such Change in Control, all such RSUs immediately become vested as of the date of such Change in Control, and (ii) if an Eligible Employee’s RSUs are assumed by the surviving entity in connection with such Change in Control, upon the Eligible Employee’s termination of service by the Company or an affiliate without Cause or by the Eligible Employee for Good Reason during the Change in Control Protection Period, such RSUs immediately become vested as of the date of such termination of service.

“Cause” means the Eligible Employee’s (i) commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an affiliate; (ii) substantial and repeated failure to perform duties as reasonably directed by the person to whom the Eligible Employee reports; (iii) conduct that brings or is reasonably likely to bring the Company or an affiliate negative publicity or

into public disgrace, embarrassment, or disrepute; (iv) gross negligence or willful misconduct with respect to the Company or an affiliate; (v) material violation of the Company’s policies or codes of conduct, including policies related to discrimination, harassment, performance of illegal or unethical activities, or ethical misconduct; or (vi) any breach of any non-competition, non-solicitation, no-hire, or confidentiality covenant between the Eligible Employee and the Company or an affiliate.

“Good Reason” means, with respect to an Eligible Employee, (i) a material diminution in such Eligible Employee’s base salary except for across-the-board salary reductions not to exceed 10% based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (ii) the Company’s failure to pay any material incentive compensation to which such Eligible Employee is actually entitled under a written agreement with the Company; (iii) a material diminution in such Eligible Employee’s job responsibilities so as to constitute a de facto demotion (other than a mere change in title or reporting relationship effected in connection with the integration of the operations of the Company into the operations of an acquirer in connection with a Change in Control); or (iv) the relocation of the geographic location of such Eligible Employee’s principal place of employment by more than 25 miles from the location of such Eligible Employee’s principal place of employment as of the date of such Eligible Employee’s Participation Agreement.

“Change in Control” means (a) the acquisition of more than 50% of the combined voting power of the Company’s securities by any person or group; (b) a merger, reorganization, or consolidation of the Company or in which equity securities of the Company are issued other than a merger, reorganization or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger, reorganization or consolidation; (c) during a period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in parts (a) or (b)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale. The Severance Plan incorporates the definition of Change in Control used in our Omnibus Incentive Plan, which definition is intended to constitute a change in the ownership, effective control or substantial portion of our assets within the meaning of Section 409A of the Internal Revenue Code.

Potential Termination and Change in Control Benefits Table

The following table illustrates an estimated amount of compensation or other benefits potentially payable to each of our Named Executive Officers as of January 31, 2026 that could be triggered upon termination of such executive’s employment under various scenarios. With respect to the values in the table below, we have assumed that all salary payments or any expenses the executive may be due have been paid currently. Any amount ultimately received will vary based on a variety of factors, including the reason for such executive’s termination of employment, the date of such executive’s termination of employment, and the executive’s age upon termination of employment. The amounts shown assume that such termination was effective as of January 31, 2026, and, therefore, are estimates of the amounts that would have been paid to such executives upon their termination. Actual amounts to be paid can only be determined at the time of such executive’s termination from the company.

CEO Pay Ratio

We believe executive pay should be internally consistent and equitable to motivate our employees to create stockholder value. We are committed to internal pay equity, and our Compensation and Nominating Committee monitors the relationship between the pay that our executive officers receive and the pay that our non-managerial employees receive. The Compensation and Nominating Committee reviewed a comparison of Chief Executive Officer total compensation to that of our median employee. The compensation for our Chief Executive Officer in fiscal year 2026 was approximately 300 times the compensation of our median employee.

The pay ratio is calculated in a manner consistent with Item 402(u) of Regulation S-K. We selected January 31, 2026 as the date to determine the median employee. We identified the median employee by examining the fiscal year 2026-ending on-target earnings (annual base salary plus annual target cash incentive) (which we believe is a consistently applied compensation measure) for all individuals, excluding our Chief Executive Officer, who were employed by us on January 31, 2026. We included all employees, whether employed on a full-time or part-time basis and including our employees located outside the U.S. For employees located outside the U.S., we converted salary amounts from local currency to U.S. dollars using currency conversion rates effective on January 31, 2026. With the exception of the foregoing, we did not make any other assumptions, adjustments, or estimates with respect to determining on-target earnings. The fiscal year 2026 median employee is a US-based, mid-level individual contributor with three years of service.

After identifying the median employee using on-target earnings, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the “Summary Compensation Table,” above. The total compensation during fiscal year 2026 for our Chief Executive Officer, Mark McClain, as set forth above in the Summary Compensation Table, was $80,100,892. The total compensation during fiscal year 2026 for our median employee, using the same methodology, was $267,428. This results in a ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation of approximately 300:1. For additional information concerning Mr. McClain’s compensation, see “Executive Compensation—Executive Compensation Tables—FY2026 Summary Compensation Table.”

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described herein. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.