On February 12, 2025, the shareholders and the Company's Board of Directors (the "Board") approved the SailPoint, Inc. Omnibus Incentive Plan (the "Omnibus Plan"), which then became effective. The aggregate number of shares of common stock that may be issued pursuant to the Omnibus Plan is 61,083,763, subject to an annual increase on February 1 of each fiscal year, equal to the lesser of (a) 5% of the aggregate number of shares of common stock outstanding on January 31 of the immediately preceding fiscal year and (b) such smaller number of shares as determined by the Board. Pursuant to the "evergreen" provision contained in the Omnibus Plan, the Board approved an increase of 28,189,081 additional shares to be added to the plan effective as of February 1, 2026. As of July 31, 2026, the maximum number of shares authorized under the Omnibus Plan was 89,272,844 and the number of shares available for issuance was 44,924,448.

Under the Omnibus Plan, the Company may grant stock options, stock appreciation rights, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), stock awards, dividend equivalents, other stock-based awards, cash awards, and substitute awards intended to align the interests of award holders with those of the Company's stockholders. Awards made under the Omnibus Plan vest based on continued service to the Company and/or its affiliates. Equity-based compensation costs for granted awards are recognized as an expense on a straight-line basis over the requisite service period as the services are performed.

Capitalized equity-based compensation expense is recorded as part of property and equipment, net on the condensed consolidated balance sheets and is amortized on a project-by-project basis using the straight-line method.

During the six months ended July 31, 2026, the Company granted 25,173,794 RSUs that vest ratably, predominantly over two to four years based on continued service to the Company. Remaining total unrecognized equity-based compensation related to outstanding RSUs as of July 31, 2026 is $433.4 million, with a weighted average remaining life of 3.0 years.

In addition to awards granted under the Omnibus Plan, during the six months ended July 31, 2026, the Company issued 160,670 RSAs outside of the Omnibus Plan that vest ratably over one year based on continued service to the Company. Remaining total unrecognized equity-based compensation related to outstanding RSAs as of July 31, 2026 is $2.6 million, with a weighted average remaining life of 0.8 years.


	Three Months Ended July 31,				Six Months Ended July 31,
	2026		2025		2026		2025
Incentive equity units	$	—	$	—	$	—	$	62,358
Equity appreciation rights	—		—		—		13,307

Restricted stock awards	744		2,884		2,084		7,836
Restricted stock units	67,265		46,035		136,181		84,552
Employee stock purchase plan	1,802		—		2,146		—
Cash-settled awards	—		65		16		41,636
Total equity-based compensation expense	$	69,811	$	48,984	$	140,427	$	209,689

On January 31, 2025, the Board approved modifications to accelerate the vesting of certain incentive units, equity appreciation rights (“EARs”), and cash-settled awards subject to the pricing and closing of the IPO. Prior to the Corporate Conversion, the Company modified 3,036,888 incentive units and 377,077 EARs. Upon the IPO, the vested incentive units were considered redeemable. For the six months ended July 31, 2025, as a result of the modifications and the closing of the IPO, the Company recognized $113.8 million of equity-based compensation expense in the condensed consolidated statement of operations, which was comprised of $61.5 million, $12.6 million, and $39.8 million of expense for the modified incentive units, EARs, and cash-settled awards, respectively.


	Three Months Ended July 31,				Six Months Ended July 31,
	2026		2025		2026		2025
Cost of revenue - subscription	$	4,115	$	1,931	$	8,726	$	13,195
Cost of revenue - services and other	1,588		681		3,506		11,009
Research and development	15,822		7,512		31,297		35,351
Sales and marketing	22,944		18,203		45,413		71,706
General and administrative	23,852		20,091		48,500		77,616
Total equity-based compensation expense, net of amounts capitalized	$	68,321	$	48,418	$	137,442	$	208,877
Capitalized equity-based compensation	1,490		566		2,985		812
Total equity-based compensation expense	$	69,811	$	48,984	$	140,427	$	209,689

There are equity-based compensation awards that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted basic earnings per share because to do so would have been anti-dilutive. The following table summarizes the Company’s anti-dilutive securities (in thousands):


	Three Months Ended July 31,		Six Months Ended July 31,
	2026	2025	2026	2025
Unvested shares - RSAs	222	769	222	769
Unvested shares - RSUs	28,748	17,303	28,748	17,303
ESPP	936	—	936	—
Total	29,906	18,072	29,906	18,072

In February 2025, the Board adopted the SailPoint, Inc. Employee Stock Purchase Plan (the "ESPP"). The ESPP authorized the issuance of shares of common stock pursuant to purchase rights granted to employees. The aggregate number of shares of common stock originally authorized for issuance under the ESPP was 11,106,139 shares, subject to an annual increase on February 1 of each fiscal year, equal to the lesser of (a) 1% of the aggregate number of shares of common stock outstanding on January 31 of the immediately preceding fiscal year and (b) such smaller number of shares as determined by the Board. As of July 31, 2026, the maximum number of shares authorized and available for issuance under the ESPP was 16,743,955.

Under the ESPP, employees are offered the right to purchase shares at a discount during one or more offering periods. The plan administrator designates the terms and conditions of each offering, including the offering period. The first such offering period is six months and commenced April 11, 2026. Future offering periods are expected to also be six months and are to begin on each April 11th and October 11th. Stock-based compensation related to the ESPP is recognized on a straight-line basis over the applicable offering period. Under the ESPP, eligible employees may purchase shares of the Company's common stock at a price equal to 85% of the lower of the fair market value of the Company's common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of the applicable offering period. As of July 31, 2026, no shares were purchased under the ESPP. Remaining unrecognized equity-based compensation related to the ESPP as of July 31, 2026 is $1.4 million, with a weighted average remaining life of 0.2 years.

The Company uses a Monte Carlo option-pricing model to estimate the fair value of ESPP awards. The grant date for each offering period is the first trading day of the offering period, and compensation cost is measured using the fair value of the award on that date. The following table summarizes the assumptions used in the Monte Carlo model to determine the grant-date fair value of employee stock purchase rights granted under the ESPP for the offering period with a grant date occurring during the six months ended July 31, 2026: