SailPoint, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On June 29, 2026, the Company issued 160,670 shares of restricted common stock, with an aggregate value of approximately $2.4 million, to certain key employees and former shareholders of Entro who became employees of the Company in connection with its acquisition of Entro (the “Entro Acquisition”). Pursuant to the terms of the Entro Acquisition share purchase agreement, on June 29, 2027 and June 29, 2028, the Company will issue to such persons a number of shares of restricted common stock equal to approximately $2.4 million, based on the fair market value of the Company’s common stock as of such dates. Such shares of restricted common stock vest in four quarterly installments and vest in full roughly a year after issuance, subject to the respective recipients remaining employed by the Company or an affiliate of the Company on the applicable vesting date. For a description of this acquisition, see Note 5 "Acquisitions" in the notes to our consolidated financial statements included in this Quarterly Report.

The offer, sale, and issuance of the shares described above were not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering and, with respect to shares issued to persons outside the United States, Regulation S promulgated under the Securities Act. The shares were issued to a limited number of persons who had adequate access to information about the Company and who acquired the shares for investment purposes and not with a view to, or for sale in connection with, any distribution thereof. No underwriters were involved in the issuance, and no commissions or other remuneration were paid in connection therewith. Appropriate restrictive legends were affixed to the shares.

Use of Proceeds from Initial Public Offering of Common Stock

On February 12, 2025, the Registration Statement on Form S-1 (File No. 333-284339) (the “Registration Statement”) relating to our IPO was declared effective by the SEC and we priced our IPO. Pursuant to the Registration Statement, we registered an aggregate of 60.0 million shares of our common stock, of which 57.5 million shares were sold by us and 2.5 million shares were sold by certain selling stockholders named therein at a price to the public of $23.00 per share (for an aggregate offering price of approximately $1.4 billion). We received net proceeds of approximately $1.2 billion, net of approximately $62.8 million of underwriting discounts and commissions and approximately $11.5 million of offering costs. Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC acted as joint lead book-running managers and representatives of the underwriters.

There has been no material change in the planned use of proceeds from our IPO as described in the related prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act, except that we repaid the Term Loans in full.