Form 4: SailPoint CEO Sells Shares for Tax Obligations

SailPoint CEO Mark D. McClain sold over 165,000 shares of common stock in early January 2026, primarily to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Mark D. McClain, Chief Executive Officer and Director of SailPoint, Inc. [SAIL], reported sales of common stock.
• Transactions occurred on January 6, 7, and 8, 2026.
• A total of 165,891 shares were sold across these three days.
• The sales were executed under a Rule 10b5-1 trading plan and a mandatory sell-to-cover provision for tax withholding obligations related to the vesting of restricted stock units, indicating these were not discretionary trades.
• Weighted average sale prices were $19.2309 on January 6, $19.9028 on January 7, and $19.5711 on January 8.
• Following these transactions, McClain directly beneficially owns 7,034,417 shares.
• McClain also indirectly beneficially owns 52,004 shares via the McClain GMM 2015 Trust and 17,335 shares via the Paul N. McClain Gift Trust, for which he is a trustee.
• McClain is no longer a trustee for the McClain RHD 2015 Trust and no longer beneficially owns shares held by that trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the reported stock sales by the CEO are non-discretionary, pre-planned transactions for tax withholding purposes related to RSU vesting, which is a routine event for executives and not indicative of a change in company fundamentals.

Future Outlook

NA

Management Comments

• 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.
• 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.
• The Reporting Person is a trustee for each of McClain GMM 2015 Trust and Paul N. McClain Gift Trust (together, the 'Trusts'). The beneficiary of each of the Trusts is an immediate family member of the Reporting Person. As such, the Reporting Person may be deemed to beneficially own all of the shares held by the Trusts; however, the Reporting Person disclaims beneficial ownership of the shares held by the Trusts except to the extent of his pecuniary interest therein.
• The Reporting Person is no longer trustee for the McClain RHD 2015 Trust and, consequently, no longer beneficially owns the shares held by such trust.

Industry Context

This Form 4 filing is specific to SailPoint, Inc. and its CEO's personal stock transactions, not directly related to broader industry trends or competitor activities.

Management Changes

Related Party Transactions

• Mark D. McClain is a trustee for the McClain GMM 2015 Trust (52,004 shares) and the Paul N. McClain Gift Trust (17,335 shares), whose beneficiaries are immediate family members. He disclaims beneficial ownership except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: A minor reduction in the CEO's direct beneficial ownership, but the non-discretionary nature of the sales for tax purposes suggests no change in management's confidence in the company's prospects.

Key Dates

Recommendation

The reported sales are routine, non-discretionary transactions by the CEO to cover tax obligations arising from restricted stock unit vesting. Such sales do not typically signal a change in the company's fundamental outlook or management's confidence, thus warranting a 'hold' recommendation based solely on this filing.

Keywords

SailPoint, SAIL, Form 4, Insider Transaction, Mark D. McClain, CEO, Restricted Stock Units, RSU, Tax Withholding, 10b5-1 Plan, Equity Sales