sail-20250430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________

FORM 10-Q

________________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-42522

________________________________________________________________

SailPoint, Inc.

(Exact name of registrant as specified in its charter)

________________________________________________________________

Delaware

(State or other jurisdiction of

incorporation or organization)

11120 Four Points Drive, Suite 100

Austin, TX

(Address of principal executive offices)

88-2001765

(I.R.S. Employer

Identification No.)

78726

(Zip Code)

(512) 346-2000

(Registrant’s telephone number, including area code)

________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

SAIL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	x	Smaller reporting company	☐
Emerging growth company	☐

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 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The registrant had 556,588,850 shares of common stock outstanding as of June 6, 2025.

Table of Contents

SailPoint, Inc.

Quarterly Report on Form 10-Q

Table of Contents


		Page

PART I
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Redeemable Convertible Units, Stockholders' Equity and Partner's Deficit	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
	Special Note About Forward-Looking Statements	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39

PART II
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
	Signatures	43

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SAILPOINT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share, per share and unit amounts)

(unaudited)


	April 30, 2025		January 31, 2025

Assets
Current assets
Cash and cash equivalents	$	228,117	$	121,293
Accounts receivable, net of allowance	190,452		254,050
Contract acquisition costs	34,606		32,834
Contract assets, net of allowance	54,154		58,335
Prepayments and other current assets	49,223		45,870
Total current assets	556,552		512,382
Property and equipment, net	24,850		22,879
Contract acquisition costs, non-current	93,797		94,270
Contract assets, non-current, net of allowance	41,786		33,788
Other non-current assets	35,014		36,206
Goodwill	5,151,668		5,151,668
Intangible assets, net	1,510,811		1,560,723
Total assets	$	7,414,478	$	7,411,916
Liabilities, redeemable convertible units, and stockholders' equity / partners' deficit
Current liabilities
Accounts payable	$	3,848	$	3,515
Accrued expenses and other liabilities	66,539		158,135
Deferred revenue	404,557		413,043
Total current liabilities	474,944		574,693
Deferred tax liabilities, non-current	111,334		136,528
Other long-term liabilities	16,656		32,128
Deferred revenue, non-current	33,761		36,399
Long-term debt, net	—		1,024,467
Total liabilities	636,695		1,804,215
Commitments and contingencies (Note 6)
Redeemable convertible units, no par value, unlimited units authorized, 499,052,847 units issued and outstanding as of January 31, 2025; aggregate liquidation preference of $8,100,352 as of January 31, 2025	—		11,196,141
Stockholders' equity / partners' deficit
Preferred stock, par value of $0.0001 per share, 50,000,000 shares authorized and no shares issued or outstanding as of April 30, 2025	—		—
Common stock, par value of $0.0001 per share; 1,750,000,000 authorized as of April 30, 2025; 556,580,175 shares issued and outstanding as of April 30, 2025	56		—
Additional paid in capital	6,945,784		—
Accumulated deficit	(168,057)		(5,588,440)
Total stockholders' equity / partners' deficit	6,777,783		(5,588,440)
Total liabilities, redeemable convertible units, and stockholders' equity / partners' deficit	$	7,414,478	$	7,411,916

See accompanying notes to condensed consolidated financial statements.

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SAILPOINT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share and per unit amounts)

(unaudited)


	Three Months Ended April 30,
	2025		2024
Revenue
Subscription	$	215,323	$	170,092
Perpetual licenses	5		69
Services and other	15,140		17,495
Total revenue	230,468		187,656
Cost of revenue
Subscription	75,491		55,120
Perpetual licenses	3		60
Services and other	27,319		16,986

Total cost of revenue	102,813		72,166
Gross profit	127,655		115,490
Operating expenses
Research and development	67,270		41,917
Sales and marketing	164,530		114,887
General and administrative	80,820		26,879
Total operating expenses	312,620		183,683
Loss from operations	(184,965)		(68,193)
Other income (expense), net
Interest income	3,226		1,975
Interest expense	(22,389)		(46,239)

Other income (expense), net	(191)		(1,190)
Total other income (expense), net	(19,354)		(45,454)
Loss before income taxes	(204,319)		(113,647)
Income tax benefit (expense)	17,007		24,471
Net loss	$	(187,312)	$	(89,176)
Class A yield	(23,786)		(51,367)
Net loss attributable to common stockholders and Class B unitholders	(211,098)		(140,543)
Net loss per share attributable to common stockholders and Class B unitholders, basic and diluted (1)	$	(0.42)	$	(0.77)
Weighted average shares and Class B units outstanding, basic and diluted (1)	500,029		182,383

________________

(1) Amounts for the period during February 2025 prior to the Corporate Conversion have been retrospectively adjusted to give effect to the Corporate Conversion described in Note 1. These amounts do not consider the shares of common stock sold in the Company's IPO or the Class A Units considered preferred shares that were converted into common stock due to the Corporate Conversion. The Company did not retrospectively adjust for the effect of the Corporate Conversion for periods prior to fiscal year 2026.

See accompanying notes to condensed consolidated financial statements.

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SAILPOINT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE UNITS, STOCKHOLDERS' EQUITY AND PARTNERS' DEFICIT

(In thousands)

(unaudited)


	Redeemable Convertible Units			Common Stock			Additional paid in capital		Accumulated Deficit		Total Stockholders' / Partners' Equity
	Units	Amount		Shares	Amount
Balance at January 31, 2025	495,161	$	11,196,141	—	$	—	$	—	$	(5,588,440)	$	(5,588,440)
Vesting of incentive units into Class B Units	3,049	—		—	—		—		—		—
Adjustment to reflect redemption value of redeemable convertible Class A Units	—	23,787		—	—		—		(23,787)		(23,787)
Adjustment to reflect redemption value of redeemable convertible Class B Units	—	229,744		—	—		—		(229,744)		(229,744)

Equity-based compensation expense prior to Corporate Conversion	—	—		—	—		862		—		862
Net loss prior to Corporate Conversion	—	—		—	—		—		(19,255)		(19,255)
Effect of Corporate Conversion	(498,210)	(11,449,672)		497,807	50		5,588,396		5,861,226		11,449,672
Issuance of common stock in connection with IPO, net of underwriters’ discounts and commissions and offering costs and tax effects	—	—		57,500	6		1,251,430		—		1,251,436
Equity-based compensation expense after Corporate Conversion	—	—		—	—		105,096		—		105,096
Issuance of common stock upon settlement of restricted stock	—	—		208	—		—		—		—

Net loss after Corporate Conversion	—	—		—	—		—		(168,057)		(168,057)
Balance at April 30, 2025	—	$	—	555,515	$	56	$	6,945,784	$	(168,057)	$	6,777,783


	Redeemable Convertible Units			Common Stock				Additional paid in capital		Accumulated Deficit		Total Partners' Deficit
	Units	Amount		Shares		Amount
Balance at January 31, 2024	187,057	$	5,838,864	—		$	—	$	37,431	$	(578,626)	$	(541,195)
Repurchase of Class A Units	(2)	(1,139)		—		—		(130)		—		(130)
Repurchase of Class B Units	(66)	(541)		—		—		—		—		—
Equity-based compensation expense	—	—		—		—		7,974		—		7,974
Vesting of incentive units into Class B Units	1,742	—		—		—		—		—		—
Net loss	—	—		—		—		—		(89,176)		(89,176)
Balance at April 30, 2024	188,731	$	5,837,184	$	—	$	—	$	45,275	$	(667,802)	$	(622,527)

See accompanying notes to condensed consolidated financial statements.

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SAILPOINT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)


	Three Months Ended April 30,
	2025		2024
Cash flows from operating activities
Net loss	$	(187,312)	$	(89,176)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	52,065		65,987
Amortization and write-off of debt discount and issuance costs	15,641		1,072
Amortization of contract acquisition costs	8,167		4,849

Loss (gain) on disposal of property and equipment	—		(11)
Provision for credit losses	3,562		402

Equity-based compensation expense, net of amounts capitalized	105,712		7,974
Deferred taxes	(25,325)		(27,929)
Net changes in operating assets and liabilities, net of business acquisitions
Accounts receivable	60,036		47,790
Contract acquisition costs	(9,466)		(11,036)
Contract assets	(3,817)		(1,425)
Prepayments and other current assets	(14,990)		(2,767)
Other non-current assets	82		(2,081)
Operating leases, net	255		5
Accounts payable	333		(5,271)
Accrued expenses and other liabilities	(90,626)		(32,998)

Deferred revenue	(11,124)		(10,771)
Net cash used in operating activities	(96,807)		(55,386)
Cash flows from investing activities
Purchase of property and equipment	(2,191)		(587)
Proceeds from sale of property and equipment	—		11
Capitalized software development costs	(1,706)		(2,514)

Business acquisitions, net of cash acquired	—		(4,594)
Net cash used in investing activities	(3,897)		(7,684)
Cash flows from financing activities




Proceeds from IPO, net of underwriting discounts and commissions	1,259,681		—


Repayment of Term Loans	(1,040,000)		—
Payments of deferred offering costs, net	(8,357)		—


Payments related to holdback consideration	(675)		—
Repurchase of units	—		(1,810)
Net cash provided by financing activities	210,649		(1,810)
Net change in cash, cash equivalents and restricted cash	109,945		(64,880)
Cash, cash equivalents and restricted cash, beginning of period	124,390		218,468
Cash, cash equivalents and restricted cash, end of period	$	234,335	$	153,588

Table of Contents


	Three Months Ended April 30,
	2025		2024
Supplemental cash flow information:
Cash paid for:
Interest	$	36,570	$	45,215
Income taxes, net of refunds	2,110		4,309
Cash paid for amounts included in the measurement of lease liabilities:
Operating cas

SEC Form 10-Q filed by SailPoint Inc.