SailPoint, Inc.
For the period ended Jan 31, 2026. Filed Mar 19, 2026.
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FY2026 · Filed Mar 19, 2026
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Item 9B. Other Information
Insider Trading Arrangements
During the three months ended January 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of theadoption ortermination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as described in the table below:
| Name and Title | Action | Date of Adoption or Termination | Character of Trading Arrangement(1) | Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement | Duration |
|---|---|---|---|---|---|
| Jim Hagan, Director | Adoption | January 15, 2026 | Rule 10b5-1 trading arrangement | Up to 84,106 shares to be sold | April 15, 2027(2) |
| Mitra Rezvan, Chief Accounting Officer | Adoption | December 26, 2025 | Rule 10b5-1 trading arrangement | Indeterminable number of shares to be sold(3) | January 31, 2027(2) |
(1) Each trading arrangement listed as a “Rule 10b5-1 trading arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (the “Rule”) and, among other things, only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
(2) This trading arrangement permits transactions through and including the earliest to occur of (a) the completion of all sales of shares subject to the arrangement, (b) the date listed in the “Duration” column, and (c) the occurrence of such other termination event as specified in the arrangement.
(3) The number of shares to be sold under this plan is based on a designated percentage (ranging from 10% to 30%) of the net number of shares resulting from equity vestings on the dates specified in such plan.
Date of 2026 Annual Meeting of Stockholders
Our board of directors has determined that our 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) will be held virtually on June 4, 2026. More detailed information regarding the 2026 Annual Meeting will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the SEC.
For any proposal to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the 2026 Annual Meeting, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act. Generally, such proposals are due 120 days before the anniversary of the date the Company released the proxy materials for the prior year; however, if the date of the annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy materials. Because we did not hold an annual meeting last year due to the timing of our IPO, we have determined that Rule 14a-8 stockholder proposals must be received by the Company at its principal executive offices no later than the close of business on March 31, 2026, unless otherwise announced by the Company prior to the 2026 Annual Meeting.
In accordance with our bylaws, stockholder proposals and director nominations that are not intended to be included in the Company’s proxy statement must be received, in writing, by the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the prior year’s annual meeting to be properly brought before an annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Thus, if the Company does not receive notice of such a proposal or nomination by March 31, 2026, it will be considered “untimely,” and the presiding officer at the 2026 Annual Meeting may properly use his or her discretionary authority to declare that such proposal or nomination was not properly brought before the meeting and therefore shall not be transacted. Any matter so submitted must comply with the other provisions of our bylaws. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must satisfy the requirements set forth in Rule 14a-19 of the Exchange Act, including providing notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act. For the 2026 Annual Meeting, such notice must be postmarked or transmitted electronically to the Company at its principal executive office no later than March 31, 2026, which is the tenth day following the day on which public announcement of the date of the 2026 Annual Meeting of shareholders is first made by the Company.
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