SailPoint Parent LP

S-11 d885522ds1.htm S-1

As filed with the Securities and Exchange Commission on January 17, 2025.

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SailPoint Parent, LP

to be converted as described herein to a corporation named

SailPoint, Inc.

(Exact name of registrant as specified in its charter)

11120 Four Points Drive, Suite 100

Austin, TX 78726

**(512)346-2000 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Chris Schmitt

General Counsel and Secretary

11120 Four Points Drive, Suite 100

Austin, TX 78726

**(512)346-2000 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

SailPoint Parent, LP, the registrant whose name appears on the cover of this registration statement, is a Delaware limited partnership. Prior to effectiveness of this registration statement, SailPoint Parent, LP intends to convert into a Delaware corporation pursuant to a statutory conversion and change its name to SailPoint, Inc. as described in the section titled “Corporate Conversion” in the accompanying prospectus. In the accompanying prospectus, we refer to all of the transactions related to SailPoint Parent, LP’s conversion to a corporation as the Corporate Conversion. As a result of the Corporate Conversion, the partners of SailPoint Parent, LP will become holders of shares of common stock of SailPoint, Inc. Shares of common stock of SailPoint, Inc. are being offered by the accompanying prospectus.

Unless the context otherwise requires, all references in the accompanying prospectus to the “Company,” “SailPoint,” “we,” “us,” “our” and similar terms refer to SailPoint Parent, LP and, where appropriate, its consolidated subsidiaries before the Corporate Conversion, and SailPoint, Inc. and, where appropriate, its consolidated subsidiaries from and after the Corporate Conversion.

Except as disclosed in the accompanying prospectus, the consolidated financial statements and other financial information included elsewhere in this registration statement are those of SailPoint Parent, LP and its consolidated subsidiaries and do not give effect to the Corporate Conversion. We do not expect that the Corporate Conversion will have a material effect on the results of our operations.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued , 2025

• Shares*

COMMON STOCK

SailPoint, Inc. is offering shares of its common stock. This is our initial public offering, and no public market currently exists for our shares. We anticipate that the initial public offering price of our common stock will be between $ and $ per share.

***We intend to apply to list our common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SAIL .”However, no assurance can be given that our listing application will be approved. If our listing application is not approved by Nasdaq, we will not be able to consummate this offering. ***

Investing in our common stock involves risks. See “Risk Factors” beginning on page 22.

PRICE$A SHARE

We have granted the underwriters the right to purchase up to an additional shares of common stock at the initial public offering price less underwriting discounts and commissions solely to cover over-allotments, if any.

Immediately after this offering, assuming an offering size as set forth above, funds controlled by our principal stockholder, Thoma Bravo, will own approximately % of our outstanding common stock (or % of our outstanding common stock if the underwriters exercise their option to purchase additional shares in full). See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—Thoma Bravo controls us, and its interests may conflict with ours or yours in the future.” As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. See “Management—Corporate Governance—Controlled Company Status.”

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock against payment in New York, New York on , 2025.

• , 2025*

The core of enterprise security is identity SailPoint®

MISSION Manage and secure dynamic access to critical applications and data for every enterprise identity with an intelligent and unified platform

$813MM ARR 30% ARR YoY Growth2 2,895 Customers3 67% YoY Growth of $1MM+ ARR Customers2 44 Rule of Metric4 114 Dollar-Based Net Retention Rate Note: All data as of October 31, 2024 (1) 1. For our definitions of Annual Recurring Revenue and Dollar-Based Net Retention Rate, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics.” 2. “YoY Growth” is defined as the year-over-year growth of the applicable metric as compared to the metric at the same time in the prior fiscal year. 3. Customer count rounded down to nearest 5. 4. Based on the sum of ARR YoY Growth and LTM Adjusted Operating Margin as of FQ3 2025 ended October 31, 2024 .

(Re)introducing SailPoint WHAT IS THE SAME Our mission Our culture and values Strength of the identity market Market leading product and platform innovation WHAT IS DIFFERENT Explosion in data, applications, and types of identities Evolution from governance product to security platform Software to SaaS transformation Expanded AI-enabled product portfolio Our strategic milestones SailPoint founded SailPoint pioneers identity governance First to market SaaS based identitygovernance1 Acquired by ThomaBravo Enhanced Data Access Security offering through acquisition of Whitebox Security Completed first IPO;First in industry to incorporate AI and ML1 Strengthened Cloud Infrastructure Entitlement Management (CIEM); Acquisition of Orkus Reacquired by ThomaBravo; Launched SailPoint Identity Security Cloud SailPoint Atlas platform launched; Acquisition of SecZetta; Acquired Osirium to enhance privileged offering Acquired Double Zero to enhance threat offering Pioneered identity governance and evolved into identity security 2005 2007 2013 2014 2015 2017 2020 2023 2024 1.Based on management's beliefs.

Extensible architecture redesigned to support future innovation Identity Security Cloud Employees Non-Employees Machines Providing comprehensive coverage of all enterprise identities Lifecycle Management Compliance Management Access Modeling Analytics Non-Employee Risk Management Data Access Security Access Risk Management Cloud Infrastructure Entitlement Management Password Management Machine Identity Security Privileged Task Automation Artificial Intelligence Atlas Platform Orchestration Insights & Reporting Machine Learning Data Model Layer Unified data model establishing visibility and context Connectivity and Extensibility Layer Data from applications, security systems, third-party sources Artificial Intelligence