SailPoint Inc美股招股说明书(2025-02-14版)

60,000,000 Shares COMMON STOCK This is the initial public offering of common stock of SailPoint, Inc. We are offering 57,500,000 shares of our common stock, and the sellingstockholders identified in this prospectus are offering 2,500,000 shares of common stock. We will not receive any of the proceeds from the sale ofshares by the selling stockholders. No public market currently exists for our shares. We have been approved to list our common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SAIL.” Investing in our common stock involves risks. See “Risk Factors” beginning on page 22. PRICE$23.00A SHARE We have granted the underwriters the right to purchase up to an additional 9,000,000 shares of common stock at the initial public offering priceless underwriting discounts and commissions solely to cover over-allotments, if any. Immediately after this offering, funds controlled by our principal stockholder, Thoma Bravo, will own approximately 86.2% of our outstandingcommon stock (or 84.8% 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 conflictwith ours or yours in the future.” As a result, we will be a “controlled company” within the meaning of the corporate governance standards ofNasdaq. See “Management—Corporate Governance—Controlled Company Status.” One or more entities affiliated with AllianceBernstein L.P. and one or more entities affiliated with Dragoneer Investment Group, LLC(collectively, the “cornerstone investors”) have, severally and not jointly, indicated an interest in purchasing up to an aggregate of 20% of theshares of common stock in this offering (excluding the underwriters’ option to purchase additional shares) at the initial public offering price. Theshares to be purchased by the cornerstone investors will not be subject to a lock-up agreement with the underwriters. Because these indicationsof interest are not binding agreements or commitments to purchase, the cornerstone investors may determine to purchase more, less, or no shares in this offering or the underwriters may determine to sell more, less, or no shares to the cornerstone investors. The underwriters will receive thesame discount on any shares of common stock purchased by the cornerstone investors as they will from any other shares of common stock sold tothe public in this offering. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed uponthe 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 February 14, 2025. GOLDMAN SACHS & CO. LLCEVERCORE ISI RBC CAPITAL MARKETSBMO CAPITAL MARKETSTD COWENTRUIST SECURITIESPENSERRA SECURITIES LLCR. SEELAUS & CO., LLC JEFFERIESPIPER SANDLERCASTLEOAK SECURITIES, L.P. February 12, 2025 Table of Contents TABLE OF CONTENTS PageBasis of PresentationiiA Letter from Mark McClain, Chief Executive Officer and FounderivProspectus Summary1Risk Factors22Forward-Looking Statements65Market and Industry Data67Use of Proceeds68Dividend Policy69Capitalization70Dilution72Unaudited Pro Forma Condensed Consolidated Financial Information74Management’s Discussion and Analysis of Financial Condition and Results of Operations85Business126PageManagement160Executive Compensation168Principal and Selling Stockholders181Certain Relationships and Related Party Transactions184Corporate Conversion188Description of Certain Indebtedness189Description of Capital Stock192Shares Eligible for Future Sale199Material U.S. Federal Income Tax Consequences to Non-U.S. Holders201Underwriting206Legal Matters218Experts218Change in Auditor218Where You Can Find More Information219Index to Consolidated Financial StatementsF-1 We, the selling stockholders, and the underwriters have not authorized anyone to provide any information or tomake any representations other than those contained in this prospectus or in any free writing prospectuses we haveprepared. We, the selling stockholders, and the underwriters take no responsibility for, and can provide no assuranceas to the reliability of, any other information that others may provide you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only injurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as ofthe date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: neither we, the selling stockholders, nor any of the underw