Form DEFM14A Sailpoint Technologies

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

SAILPOINT TECHNOLOGIES HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

SailPoint Technologies Holdings, Inc.

11120 Four Points Drive, Suite 100

Austin, Texas 78726

(512) 346-2000

Dear SailPoint Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of holders of common stock, par value $0.0001 per share, of SailPoint Technologies Holdings, Inc. (“SailPoint common stock,” and the holders thereof “SailPoint Stockholders”), a Delaware corporation (“SailPoint” or the “Company”), to be held on June 30, 2022, at 12:30 p.m., Central Time. SailPoint will hold the Special Meeting virtually via the Internet at www.proxydocs.com/SAIL. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of April 10, 2022 (the “Merger Agreement”), by and among SailPoint, Project Hotel California Holdings, LP, a Delaware limited partnership (“Parent”) and Project Hotel California Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to SailPoint’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Parent and Merger Sub are entities that are affiliated with Thoma Bravo, L.P., a private equity investment firm. All references herein to “Thoma Bravo” include Thoma Bravo, L.P. and the affiliated funds thereof. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into SailPoint and the separate corporate existence of Merger Sub will cease, with SailPoint continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $65.25 in cash, less any applicable withholding taxes, for each share of SailPoint common stock that you own, unless you have properly exercised your appraisal rights.

The Board of Directors of SailPoint (the “Board of Directors” or the “Board”), after considering the factors more fully described in the enclosed proxy statement, and acting by the recommendation of a special committee of the Board of Directors, has unanimously: (i) determined that it is in the best interests of SailPoint and SailPoint Stockholders, and declared it advisable, to enter into the Merger Agreement; (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby; and (iii) resolved to recommend that SailPoint Stockholders adopt the Merger Agreement. The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of SailPoint common stock entitled to vote at the Special Meeting.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated,

501 Madison Avenue, 20th Floor,

New York, NY, 10022

Banks and Brokers Call: (212) 750-6833

All Others Call: (877) 750-8332

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

The accompanying proxy statement is dated May 31, 2022 and, together with the enclosed form of proxy card, is first being mailed on or about May 31, 2022.

SailPoint Technologies Holdings, Inc.

11120 Four Points Drive, Suite 100

Austin, Texas 78726

(512) 346-2000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON JUNE 30, 2022

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of holders of common stock, par value $0.0001 per share, of SailPoint Technologies Holdings, Inc. (“SailPoint common stock,” and the holders thereof “SailPoint Stockholders”), a Delaware corporation (“SailPoint” or the “Company”), will be held on June 30, 2022, at 12:30 p.m., Central Time. SailPoint will hold the Special Meeting virtually via the Internet at www.proxydocs.com/SAIL. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only SailPoint Stockholders of record as of the close of business on May 25, 2022, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

SailPoint Stockholders who do not vote in favor of adopting the Merger Agreement will have the right to seek appraisal of the “fair value” of their shares of SailPoint common stock, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), if they deliver a demand for appraisal before the vote is taken on the proposal to adopt the Merger Agreement and comply with all the requirements of Delaware law, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement. Section 262 of the DGCL is reproduced in its entirety in Annex C to the accompanying proxy statement and is incorporated therein by reference.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically

over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the adoption of the Merger Agreement, “FOR,” on an advisory (non-binding) basis, the Compensation Proposal and “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Dated: May 31, 2022

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a SailPoint Stockholder of record, voting in person by virtual ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone, or (3) vote by virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or the adjournment proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of SailPoint common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated,

501 Madison Avenue, 20th Floor,

New York, NY, 10022

Banks and Brokers Call: (212) 750-5833

All Others Call: (877) 750-8332

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated herein by reference without charge by following the instructions under the caption, “Where You Can Find More Information.”

Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and complete a virtual ballot, your vote will revoke any proxy previously submitted.

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If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

Each Vested Company Option will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (i) the Per Share Merger Consideration over (ii) the per share exercise price for such Vested Company Option, by (y) the total number of shares of SailPoint common stock underlying such Vested Company Option, subject to any required withholding of taxes.

Each Unvested Company Option will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (i) the Per Share Merger Consideration over (ii) the per share exercise price for such Unvested Company Option, by (y) the total number of shares of SailPoint common stock underlying such Unvested Company Option. Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, such Unvested Company Option Consideration amounts will vest and become payable at the same time as the Company Option from which such Unvested Company Option Consideration was converted would have vested and been payable pursuant to its terms and, subject to certain exceptions, will otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time with respect to the receipt of the Unvested Company Option Consideration.

Each Vested Company RSU will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of SailPoint common stock underlying such Company RSU, by (y) the Per Share Merger Consideration, subject to any required withholding of taxes.

Each Unvested Company RSU will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of SailPoint common stock underlying such Company RSU, by (y) the Per Share Merger Consideration. Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, such Unvested Company RSU Consideration amounts will vest and become payable at the same time as the Company RSU from which such Unvested Company RSU Consideration was converted would have vested and been payable pursuant to its terms and, subject to certain exceptions, will otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company

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RSU immediately prior to the Effective Time with respect to the receipt of the Unvested Company RSU Consideration.

If a quorum is present at the Special Meeting, the failure of any SailPoint Stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote in person by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Under specified circumstances, SailPoint will be required to pay Parent a termination fee of either $212,540,000 or $81,750,000, upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fee.”

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of SailPoint common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the SailPoint Stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the SailPoint Stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of SailPoint common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of SailPoint common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of SailPoint common stock in person by virtual ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by virtual ballot, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically

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over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

If you hold your shares of SailPoint common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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You may receive more than one (1) set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one (1) brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a SailPoint Stockholder of record and your shares are registered in more than one (1) name, you will receive more than one (1) proxy card.

For a more complete description of the U.S. federal income tax consequences of the Merger, see the section of this proxy statement captioned “The Merger—U.S. Federal Income Tax Consequences of the Merger.”

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Innisfree M&A Incorporated,

501 Madison Avenue, 20th Floor,

New York, NY, 10022

Banks and Brokers Call: (212) 750-5833

All Others Call: (877) 750-8332

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FORWARD-LOOKING STATEMENTS

This proxy statement, and any document to which SailPoint refers in this proxy statement, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include statements relating to SailPoint’s strategy, goals, future focus areas and the value of the proposed transaction to SailPoint Stockholders. These forward-looking statements are based on SailPoint management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or similar expressions and the negatives of those terms. SailPoint has based the forward-looking statements contained in this proxy statement primarily on its current expectations and projections, in light of currently available information, about future events and trends that it believes may affect SailPoint’s business, financial condition, results of operations and prospects. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements, expressed or implied by the forward-looking statements, including the uncertainty associated with the potential impacts of the COVID-19 pandemic on SailPoint’s business, financial condition, results of operations and prospects. Additional factors that could cause or contribute to such differences include, but are not limited to, the following:

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SailPoint expressly qualifies in their entirety all forward-looking statements attributable to either SailPoint or any person acting on SailPoint’s behalf by the cautionary statements contained or referred to in this proxy statement. All information provided in this proxy statement is as of the date hereof and SailPoint undertakes no duty to update this information except as required by law.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on June 30, 2022, at 12:30 p.m., Central Time. SailPoint will hold the Special Meeting virtually via the Internet at the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

Purpose of the Special Meeting

At the Special Meeting, we will ask SailPoint Stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record Date; Shares Entitled to Vote; Quorum

Only SailPoint Stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of SailPoint Stockholders entitled to vote at the Special Meeting will be available at the virtual meeting website during the Special Meeting. As of the Record Date, there were 94,339,273 shares of SailPoint common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority of the outstanding voting power of all shares of capital stock entitled to vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of SailPoint common stock is required to adopt the Merger Agreement. As of the Record Date, 47,169,638 votes constitute a majority of the outstanding shares of SailPoint common stock. Adoption of the Merger Agreement by SailPoint Stockholders is a condition to the closing of the Merger.

If a quorum is present, the affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

Approval of the proposal to adjourn the Special Meeting, if a quorum is present, requires the affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon.

If a SailPoint Stockholder abstains from voting, that abstention will have the same effect as if SailPoint Stockholders voted “AGAINST” the proposal to adopt the Merger Agreement, the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date

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or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. SailPoint does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of SailPoint common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Stock Ownership and Interests of Certain Persons

Shares Held by SailPoint’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,285,743 shares of SailPoint common stock, representing approximately 1.36% of the shares of SailPoint common stock outstanding on the Record Date.

Voting of Proxies

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available and follow the instructions on the proxy card in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a virtual ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the SailPoint Stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the Compensation Proposal or the adjournment proposal.

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Revocability of Proxies

If you are a SailPoint Stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of SailPoint common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow SailPoint Stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

Upon the recommendation of the Special Committee, the Board of Directors has unanimously: (i) determined that it is in the best interests of SailPoint and its stockholders, and declared it advisable, to enter into the Merger Agreement; (ii) approved the execution, delivery and performance of the Merger Agreement by SailPoint, the performance by SailPoint of its covenants under the Merger Agreement, and the consummation of the transactions contemplated thereof, including the Merger; and (iii) resolved to recommend that SailPoint Stockholders adopt the Merger Agreement and directed that such matter be submitted for the consideration of SailPoint stockholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Solicitation of Proxies

The expenses of soliciting proxies will be paid by SailPoint. SailPoint has retained Innisfree M&A Incorporated to assist in soliciting proxies for a fee of up to $75,000, plus costs and expenses. SailPoint and its agents may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Our directors, officers, and other employees, without additional compensation, and employees of Innisfree M&A Incorporated may solicit proxies personally or in writing, by telephone, email, or otherwise. SailPoint will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, SailPoint, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials through the internet, you are responsible for any internet access charges you may incur.

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Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by SailPoint Stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in the second half of 2022.

Appraisal Rights

If the Merger is consummated, SailPoint Stockholders who continuously hold shares of SailPoint common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that SailPoint Stockholders who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of SailPoint common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be “fair value,” if any, (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” on the difference between the amount determined to be the “fair value” and the amount paid by the Surviving Corporation in the Merger to each SailPoint Stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, SailPoint Stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the “fair value” of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the Per Share Merger Consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to SailPoint before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold your shares of SailPoint common stock of record through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by SailPoint Stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference. If you hold your shares of SailPoint common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

Delisting and Deregistration of SailPoint Common Stock

If the Merger is completed, the shares of SailPoint common stock will be delisted from the NYSE and deregistered under the Exchange Act, and shares of SailPoint common stock will no longer be publicly traded.

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Other Matters

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of SailPoint common stock will be voted in accordance with the discretion of the appointed proxy holders.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two (2) or more SailPoint Stockholders reside if we believe SailPoint Stockholders are members of the same family. Each SailPoint Stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, please contact us using the instructions set forth below. Similarly, if you share an address with another SailPoint Stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a SailPoint Stockholder of record, you may contact us by writing to SailPoint at 11120 Four Points Drive, Suite 100, Austin, TX 78726, or by calling SailPoint at (512) 664-8916 and requesting to speak with our investor relations department. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of SailPoint common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated,

501 Madison Avenue, 20th Floor,

New York, NY, 10022

Banks and Brokers Call: (212) 750-5833

All Others Call: (877) 750-8332

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

SailPoint Technologies Holdings, Inc.

11120 Four Points Drive, Suite 100

Austin, Texas 78726

(512) 346-2000

SailPoint is the leader in identity security for the modern enterprise. Harnessing the power of our deep expertise combined with machine learning, SailPoint automates the management and control of access, delivering only the required access to the right identities and technology resources at the right time. Our sophisticated identity platform seamlessly integrates with existing systems and workflows, providing the singular view into all identities and their access. We meet customers where they are with an intelligent identity solution that matches the scale, velocity and environmental needs of the modern enterprise. SailPoint empowers the most complex enterprises worldwide to build a security foundation grounded in identity security. SailPoint common stock is listed on NYSE under the symbol “SAIL.”

Project Hotel California Holdings, LP

c/o Thoma Bravo, L.P.

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

(415) 263-3600

Parent was formed on April 1, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Project Hotel California Merger Sub, Inc.

c/o Thoma Bravo, L.P.

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

(415) 263-3600

Merger Sub is a wholly owned subsidiary of Parent and was formed on April 1, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with the Thoma Bravo Fund, and Parent, Merger Sub and the Thoma Bravo Fund are each affiliated with Thoma Bravo. Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors. At the Effective Time, the Surviving Corporation, will be indirectly owned by the Thoma Bravo Fund and certain of its affiliates.

In connection with the transactions contemplated by the Merger Agreement, (1) the Thoma Bravo Fund has provided Parent with an equity commitment and (2) Parent has obtained debt financing commitments from Golub

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Capital Markets LLC, Blackstone Alternative Credit Advisors LP, Owl Rock Capital Advisors LLC, Marfic Investment Pte Ltd., Antares Holdings LP, Antares Capital LP, BlackRock Capital Investment Advisors, LLC, Fortress Credit Corp., Macquarie Capital (USA) Inc., Macquarie PF Inc., Onex Falcon Direct Lending BDC Fund, LLC and Thoma Bravo Credit Fund II, L.P. The amounts committed under the Financing Letters will be used to fund the aggregate purchase price required to be paid at the closing of the Merger and to also fund certain other payments at the closing (including the Required Amounts), subject to the terms and conditions of the Merger Agreement. In addition, the Thoma Bravo Fund has agreed to guarantee the payment of certain liabilities and obligations of Parent or Merger Sub under the Merger Agreement, subject to an aggregate cap equal to $431.1 million, including any termination fee and amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by SailPoint, as specified in the Merger Agreement. For more information, please see the section of this proxy statement captioned “—Financing of the Merger.”

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into SailPoint and the separate corporate existence of Merger Sub will cease, with SailPoint continuing as the Surviving Corporation. As a result of the Merger, SailPoint will become a wholly owned subsidiary of Parent, and SailPoint common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, SailPoint common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Effect on SailPoint If the Merger Is Not Completed

If the Merger Agreement is not adopted by SailPoint Stockholders, or if the Merger is not completed for any other reason:

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Merger Consideration

SailPoint Common Stock

At the Effective Time, each share of SailPoint common stock (other than Excluded Shares, which include, for example, shares of SailPoint common stock owned by SailPoint Stockholders who have properly and validly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration, less any applicable withholding taxes.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration in respect of each share of SailPoint common stock that you own (less any applicable withholding taxes), but you will no longer have any rights as a SailPoint Stockholder (except that SailPoint Stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”

Treatment of Company Equity Awards

The Merger Agreement provides that SailPoint’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time:

Company Options

Each Vested Company Option will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (i) the Per Share Merger Consideration over (ii) the per share exercise price for such Vested Company Option by (y) the total number of shares of SailPoint common stock underlying such Vested Company Option, subject to any required withholding of taxes.

Each Unvested Company Option will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (i) the Per Share Merger Consideration over (ii) the per share exercise price for such Unvested Company Option by (y) the total number of shares of SailPoint common stock underlying such Unvested Company Option. Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, such Unvested Company Option Consideration amounts will vest and become payable at the same time as the Unvested Company Option from which such Unvested Company Option Consideration was converted would have vested pursuant to its terms and, subject to certain exceptions, will otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time with respect to the receipt of the Unvested Company Option Consideration.

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Company RSUs

Each Vested Company RSU will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of SailPoint common stock underlying such Company RSU by (y) the Per Share Merger Consideration, subject to any required withholding of taxes.

Each Unvested Company RSU will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of SailPoint common stock underlying such Unvested Company RSU by (y) the Per Share Merger Consideration. Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, such Unvested Company RSU Consideration amounts will vest and become payable at the same time as the Unvested Company RSU from which such Unvested Company RSU Consideration was converted would have vested pursuant to its terms and, subject to certain exceptions, will otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company RSU immediately prior to the Effective Time with respect to the receipt of the Unvested Company RSU Consideration.

Treatment of Company ESPP

In accordance with the terms of the Merger Agreement, on April 10, 2022, the Board of Directors adopted resolutions providing that with respect to the Company ESPP, (i) participation in the Company ESPP will be limited to those employees who are participants on the date of the Merger Agreement, (ii) participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the Merger Agreement or make any separate non-payroll contributions to the Company ESPP on or following the date of the Merger Agreement, (iii) no offering period will be commenced after the date of the Merger Agreement, (iv) each then outstanding purchase right shall be exercised as of the earlier of (A) the end of the offering period in effect on the date of the Merger Agreement or (B) ten (10) days prior to the date on which the Effective Time occurs, and (v) the Company ESPP will terminate immediately prior to, but contingent upon the occurrence of, the Effective Time, but subsequent to the exercise of purchase rights on such purchase date (in accordance with the terms of the Company ESPP). On such exercise date, SailPoint will apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of SailPoint common stock in accordance with the terms of the Company ESPP and each share purchased thereunder immediately prior to the Effective Time will be canceled at the Effective Time and converted into the right to receive the Per Share Merger Consideration, subject to withholding of any applicable withholding taxes. Any accumulated contributions of each participant under the Company ESPP as of immediately prior to the Effective Time will, to the extent not used to purchase shares in accordance with the terms and conditions of the Company ESPP, be refunded to such participant as promptly as practicable following the Effective Time (without interest).

Background of the Merger

As part of SailPoint’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board and SailPoint’s management periodically review, consider and assess SailPoint’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review at times includes, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives.

From SailPoint’s initial public offering in November 2017 until August 2018, Thoma Bravo and/or its affiliates reported holding a controlling stake in SailPoint. By the end of 2018, Thoma Bravo beneficially owned less than 5% of SailPoint’s outstanding common stock.

In April 2020, SailPoint management commenced a review of the Company’s strategic direction for its products and SaaS services to expand beyond traditional identity governance and, in the third quarter of 2020, SailPoint

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engaged a nationally recognized consulting firm to validate and review its strategic direction to drive growth. As part of the review, the consulting firm assessed target segment opportunities for a possible buyside acquisition strategy by SailPoint. As part of that engagement, the consulting firm identified several priority areas for possible inorganic expansion, including data governance, machine identities, and cloud identity.

In the third quarter of 2021, SailPoint management requested that Morgan Stanley evaluate the Company’s financial capacity to undertake acquisitions, including large-scale acquisitions. In October 2021, Morgan Stanley discussed with the Board the valuation environment and observations for SailPoint to consider with respect to potential large-scale acquisitions, including the challenges associated with executing potential large-scale transactions with data governance (DG) companies as a result of limitations associated with the Company’s financial and leverage capacity at its then-current market capitalization. For a number of reasons, including significant volatility in SailPoint’s trading price during the third and fourth quarters of 2021 as well as the then-prevailing valuations of potential target companies, the Board and Company management believed during the second half of 2021 that it was not viable at that time to pursue a DG company acquisition or other large-scale acquisition.

In early December 2021, in the context of the Company’s continuing review of the strategic direction for its products and SaaS services, management determined that it would be sensible to approach Thoma Bravo for outside input on SailPoint’s Identity Security vision as a longtime former investor in the Company and one that is highly knowledgeable about SailPoint and the infrastructure software and cybersecurity sectors generally. Prior to meeting with Thoma Bravo, management consulted with members of the Board about this determination. On December 7, 2021, members of Company management met with representatives of Thoma Bravo and discussed with them the Company’s Identity Security vision, challenges and market environment and opportunity. Company management did not solicit, intend to solicit or expect any indication of interest from Thoma Bravo to undertake any strategic transaction or partnership with the Company.

On December 10, 2021, Thoma Bravo representatives called Mr. Mark McClain, CEO of SailPoint. On the call, they expressed interest in exploring a potential strategic transaction between SailPoint and Thoma Bravo and requested that Thoma Bravo be permitted to enter into a non-disclosure agreement to commence due diligence in connection with such exploration of a potential transaction. Mr. McClain stated to the Thoma Bravo representatives that he would need to discuss this request with the Board. Mr. McClain did not comment on any such potential transaction with Thoma Bravo and made no commitment to permit Thoma Bravo to enter into a non-disclosure agreement. Following the call, Mr. McClain and other members of Company management gave an update regarding the call to Mr. William Bock, chairperson of the Board, who directed Company management to reach out to outside counsel and schedule a Board meeting to discuss Thoma Bravo’s unsolicited outreach.

On December 13, 2021, a Thoma Bravo representative called Mr. McMartin to inquire whether he could discuss due diligence requests. Mr. McMartin reiterated to the Thoma Bravo representative that he was not authorized to have any such discussion and that he would need to discuss the request with the Board.

On December 14, 2021, a Thoma Bravo representative called Mr. McClain to request an update. Mr. McClain stated that a Board meeting had been scheduled and that he expected that he would have a response to Thoma Bravo’s request following the meeting.

On December 14, 2021, the Board met by videoconference to discuss the unsolicited outreach by Thoma Bravo to Mr. McClain. Members of SailPoint management also attended the meeting. The Board requested a meeting to understand from outside counsel its advice regarding the Board’s fiduciary duties with respect to inbound interest in a potential strategic transaction and related matters before making a decision on whether and how to respond to Thoma Bravo’s unsolicited outreach. The Board also directed Company management to convey to Thoma Bravo that the Board was considering a response to Thoma Bravo’s unsolicited outreach and possible next steps, if any, and to request that Thoma Bravo await the outcome of that evaluation.

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On December 16, 2021, at the direction of the Board as discussed above, Mr. McClain called a Thoma Bravo representative and conveyed that the Board was considering a response to Thoma Bravo’s unsolicited outreach and possible next steps, if any, and requested that Thoma Bravo await the outcome of that evaluation. The Thoma Bravo representative responded that Thoma Bravo would wait as requested.

On December 17, 2021, the Board met by videoconference. Members of SailPoint management and, at the direction of Mr. Bock as described above, representatives of Goodwin Procter LLP, SailPoint’s outside counsel (“Goodwin”), also attended the meeting. Representatives of Goodwin discussed directors’ fiduciary duties in this context in connection with the evaluation of a potential strategic transaction involving SailPoint, whether with Thoma Bravo or any other counterparty, including that under Delaware law, the Board could “just say no” to offers for a potential transaction, even if compelling. The Board also discussed disclosure of relationships between directors and Thoma Bravo and/or its affiliates to the other directors. The Board discussed potentially establishing a special committee at the appropriate time, should the Board consider engaging with Thoma Bravo on a potential transaction, in light of potential conflicts of interest or potential appearances of conflicts of interest arising from relationships with Thoma Bravo and/or its affiliates. Furthermore, the Board discussed that Company management should not discuss with Thoma Bravo the involvement, compensation or equity participation of Company management in the business from and after the consummation of any potential transaction, and throughout the process leading up to the execution of the Merger Agreement, no such discussion was held between Company management and Thoma Bravo. At the meeting, the Board and its advisors also discussed the importance of understanding the Company’s current long-range plan and projections, the current value of the Company and available strategic opportunities before determining how to respond to Thoma Bravo’s outreach. Accordingly, the Board then authorized SailPoint management to develop a set of long-range plans and projections to fiscal year 2026, expanding on the three-year plan that SailPoint management had been developing at the time on a standalone basis. The Board also requested that, in the meantime, management continue to confidentially consider and evaluate various strategic opportunities, including but not limited to potential acquisitions of DG companies by SailPoint.

In accordance with the direction of the Board, SailPoint management then proceeded to develop a set of long-range plans and projections, including the related methodology, underlying assumptions and related risks and preliminary financial forecasts for fiscal years 2022 through 2026. After management’s completion of this draft, on January 6, 2022, the Board met by videoconference. Members of SailPoint management and representatives of Goodwin also attended the meeting. Members of SailPoint management led a discussion of this draft. Following discussion, the Board requested that Company management incorporate additional cash flow analyses into this draft. At the January 6, 2022 meeting, the Board and management also continued to discuss various strategic opportunities, including potential acquisitions by the Company, execution risks facing the Company and the Company’s go-to-market strategy and account acquisition metrics.

On January 10, 2022, the Board met by videoconference. Members of SailPoint management led a discussion about the draft long-range plans and projections presented at the Board’s January 6, 2022 meeting, as updated to incorporate additional cash flow analyses as requested by the Board at that meeting (as so updated, the “January 2022 Projections”). Following discussion, the Board approved the January 2022 Projections for use by Morgan Stanley to prepare a preliminary financial analysis of the Company and present to the Board strategic alternatives reasonably available to the Company. The Board also discussed the formal engagement of Morgan Stanley as its financial advisor in connection with the potential transaction, noting SailPoint’s longstanding relationship with Morgan Stanley, including Morgan Stanley’s work with SailPoint in connection with SailPoint’s ongoing strategic review, as well as Morgan Stanley’s extensive expertise, knowledge of the industry in which SailPoint operates and experience advising software companies in connection with potential strategic transactions (including but not limited to advising companies that had previously been approached by Thoma Bravo). On the basis of these considerations, and subject in all respects to the Board’s review of a customary relationships disclosure to be produced by Morgan Stanley, the Board authorized SailPoint to engage Morgan Stanley, and, as described below, following negotiations over the terms of the engagement between the Special Committee (as defined below) and Morgan Stanley, Morgan Stanley was formally engaged on March 18, 2022 effective as of January 10, 2022.

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On January 13, 2022, a Thoma Bravo representative called Mr. McClain seeking an update on whether the Company had a response yet to Thoma Bravo’s request to enter into a non-disclosure agreement and to begin discussions on a potential strategic transaction. Mr. McClain stated to the Thoma Bravo representative that he was not authorized to have any such discussion and that he would need to discuss the request with the Board.

Later on January 13, 2022, the Board met by videoconference. Members of SailPoint management also attended the meeting and representatives of Goodwin and Morgan Stanley attended portions of the meeting. Morgan Stanley gave a comprehensive presentation on (i) market and industry dynamics, (ii) SailPoint’s trading performance since its initial public offering, (iii) M&A activity in the software and technology industries, (iv) Thoma Bravo’s acquisition and bidding history, and (v) Morgan Stanley’s analysis of the universe of other potential strategic and financial sponsor acquirors of the Company. Morgan Stanley then presented its preliminary financial analysis of the Company based on the January 2022 Projections and the Board discussed this financial analysis. Following discussion, the Board instructed Morgan Stanley to respond to Thoma Bravo (i) stating that the Company was not for sale, (ii) stating that, at a minimum, the Board believes that full year 2021 and fourth quarter 2021 financial results must first be released before the Board was prepared to even consider a potential transaction, and (iii) conveying to Thoma Bravo that, in light of the strength of the Company’s business and the fact that Company was not for sale, any premium in any proposal must exceed traditional M&A market premiums prevailing in the industry.

On January 20, 2022, Morgan Stanley called Thoma Bravo and conveyed the Board’s message described in clause (iii) above. On the call, Thoma Bravo conveyed that Thoma Bravo would be prepared to focus on a premium to the intrinsic value of the Company, rather than on a premium to recent trading price, which may result in a significant premium to the then-current trading price. Following this call, a Thoma Bravo representative called Mr. McClain and such representative confirmed that Thoma Bravo would await a determination of the Board on next steps, if any, but reiterated a desire to be able to start due diligence, which Mr. McClain reiterated is a decision reserved for the Board. Later that day, Mr. McClain gave an update to the Board on the exchanges between Thoma Bravo and Morgan Stanley and himself which occurred on that day. The Board reiterated that full year 2021 and fourth quarter 2021 financial results must first be released before the Board was prepared to even consider a potential transaction. As a result, the Board determined (i) not to permit Thoma Bravo to enter into a non-disclosure agreement with the Company, (ii) not to permit Thoma Bravo access to due diligence, (iii) not to otherwise engage further with Thoma Bravo and (iv) for Company management to continue to operate the Company as an independent, publicly traded company, while continuing to consider and evaluate various strategic opportunities, including but not limited to potential acquisitions by SailPoint. Morgan Stanley conveyed this determination to Thoma Bravo on January 20, 2022.

On February 28, 2022, SailPoint issued its fourth quarter and full year 2021 financial results, announcing significant year-over-year increases in total annual recurring revenue, total revenue and subscription revenue, as well as its guidance for 2022. SailPoint’s trading price increased 14% in the subsequent two trading days.

On March 1, 2022, Mr. McClain received a call from a representative of Thoma Bravo. On the call, the Thoma Bravo representative conveyed that it would soon submit a non-binding letter of intent to acquire the Company. On the same day, Morgan Stanley also received a call from a representative of Thoma Bravo who conveyed substantially the same message. On these calls, Mr. McClain and Morgan Stanley each conveyed to Thoma Bravo that it was Thoma Bravo’s prerogative to submit a non-binding letter of intent and therefore the Company would not try to stop Thoma Bravo from doing so.

Later on March 2, 2022, SailPoint received an unsolicited non-binding letter of intent from Thoma Bravo to acquire SailPoint for $60.00 per share in cash (the “March 2 Proposal”). The $60.00 per share offer price implied a premium to SailPoint’s last closing price prior to March 2, 2022 of approximately 34%. The March 2 Proposal also noted that (i) the full consideration would be financed with a combination of equity from Thoma Bravo funds and debt from one or more of Thoma Bravo’s lending partners, (ii) the transaction would not be subject to any financing contingencies, (iii) Thoma Bravo envisioned a “30-day closed go-shop” and (iv) Thoma Bravo was

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making certain assumptions underlying its offer price, including as to the Company’s cash position and the dilutive effect of the Company’s equity awards and convertible notes, and that the Company’s unvested dilutive securities would be paid out in cash from and after closing in accordance with their existing vesting schedules (clauses (i) through (iv) collectively, the “Specified Non-Binding Terms”). The March 2 Proposal was promptly shared with the Board.

On March 7, 2022, the Board met by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. Goodwin provided an overview of the directors’ fiduciary duties in connection with their evaluation of a potential transaction. Morgan Stanley provided market, trading price and industry updates since the last such presentation on January 13, 2022, noting in particular the impacts of inflation, the interest rate environment, global supply chain challenges, the Russia-Ukraine conflict and higher energy prices, among other macroeconomic and geopolitical dynamics that had newly arisen or been exacerbated since the January 13, 2022 presentation. The Board then discussed the March 2 Proposal. Morgan Stanley presented an updated preliminary financial analysis based on Thoma Bravo’s $60.00 per share offer price and on the January 2022 Projections, Company management confirmed that the January 2022 Projections had not materially changed since their approval. A representative of Goodwin discussed certain process considerations with respect to a possible transaction with Thoma Bravo and/or its affiliates or with other entities, including the potential for actual or perceived conflicts of interest with members of the Board. The Board discussed various potential conflicts of interest or potential appearances of a conflict of interest applicable to each director (if any) in relation to (i) a potential transaction with Thoma Bravo and (ii) Thoma Bravo and its affiliates. Specifically, it was noted that (i) Mr. McClain had investments in various funds affiliated with Thoma Bravo which were not material to his overall net worth and not material to Thoma Bravo and its affiliates; (ii) Mr. Cam McMartin served as the audit committee chair of a Thoma Bravo portfolio company; (iii) Mr. William Bock served as a director of two Thoma Bravo portfolio companies; (iv) Mr. Jim Pflaging served as a director of four Thoma Bravo portfolio companies; (v) Mr. Sudhakar Ramakrishna served as the CEO and director of a Thoma Bravo portfolio company; (vi) Ms. Tracey Newell had no known potential conflicts of interest or potential appearances of a conflict of interest; (vii) Ms. Heidi Melin had no known potential conflicts of interest or potential appearances of a conflict of interest; (viii) Mr. Ron Green had no known potential conflicts of interest or potential appearances of a conflict of interest; and (ix) Mr. Mike Sullivan had been appointed to the Board as an independent director by Thoma Bravo at a time when Thoma Bravo was the controlling stockholder of the Company, but otherwise had no known potential conflicts of interest or potential appearances of a conflict of interest. Following discussion, the Board adopted resolutions forming a special committee of the Board (the “Special Committee” or “Committee”), consisting of directors who are independent and disinterested in relation to (i) a potential transaction with Thoma Bravo and (ii) Thoma Bravo and its affiliates, to consider and evaluate any proposals made for a potential transaction with any counterparty as well as any alternatives to a potential transaction, including, without limitation, the Company continuing to operate as an independent, publicly traded company. The Board appointed Ms. Newell, Mr. Sullivan and Ms. Melin to the Special Committee (with these directors recusing themselves from the vote with respect to certain resolutions concerning their compensation as members of the Committee). Prior to this meeting, Ms. Newell, Mr. Sullivan and Ms. Melin had each answered questions regarding their relationships, which confirmed that each was independent and disinterested in relation to (i) a potential transaction with Thoma Bravo and (ii) Thoma Bravo and its affiliates. The Board determined to revisit the composition of the Special Committee in the event that the Company engaged with any other counterparty with respect to which any of the incumbent members of the Special Committee were not independent or disinterested.

Immediately following the Board meeting on March 7, 2022, the Special Committee held its first meeting by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. The Committee discussed views on valuation of the Company and risks to the Company on a standalone basis. Following the discussion, the Committee instructed Morgan Stanley to prepare potential alternative responses to Thoma Bravo’s $60.00 per share offer price.

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Also on March 7, 2022, a member of the Special Committee received a call from a representative of a financial sponsor firm (“Financial Sponsor A”) with whom this member of the Special Committee had an ongoing professional relationship. On the call, Financial Sponsor A requested to meet with Mr. McClain and implied that Financial Sponsor A was interested in evaluating a potential transaction. Pending discussion with the full Special Committee, and in light of this member’s professional relationship with Financial Sponsor A, this member of the Special Committee did not respond to Financial Sponsor A’s request on the call.

Also on March 7, 2022, Mr. McClain had a pre-scheduled call with a representative of a financial sponsor firm (“Financial Sponsor B”) which had historically had routine discussions with the Company without discussions regarding any specific potential transaction. This call had been scheduled to discuss matters unrelated to a potential transaction. On the call, the representative of Financial Sponsor B asked Mr. McClain whether SailPoint has considered engaging in a going-private transaction. Mr. McClain did not respond substantively to this question.

On March 8, 2022, Morgan Stanley sent customary relationship disclosures to Goodwin, which information was shared with the Special Committee, disclosing certain relationships between Morgan Stanley and representatives thereof on the one hand and SailPoint and Thoma Bravo, and their respective affiliates, on the other hand. These disclosed relationships included the fact that Morgan Stanley is a counterparty to SailPoint with respect to certain derivative call option transactions entered into in connection with the Company’s issuance of its convertible notes due 2024, and that the public announcement of a potential transaction may result in adjustments to such derivative transactions, which adjustments may be favorable to Morgan Stanley.

Later on March 8, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Morgan Stanley also attended portions of the meeting and representatives of Goodwin attended the meeting. Further to the Committee’s March 7, 2022 meeting, the Committee, Morgan Stanley and Goodwin discussed potential alternative responses to Thoma Bravo. Following this discussion, the Committee instructed Morgan Stanley to respond to Thoma Bravo with a message that (i) some directors on the full Board believed that the deal price should be at least $70.00 per share and others believed that the deal price should at least be in the upper $60s per share, (ii) SailPoint was prepared to enter into a non-disclosure agreement with Thoma Bravo and proceed expeditiously with value-critical due diligence so that Thoma Bravo could submit a revised offer, and (iii) determinations about other procedural and legal matters including post-signing go-shop terms would be deferred pending further Committee review, but that the Committee was not prepared to enter into a potential transaction without a pre-signing market check. Following Morgan Stanley’s departure from the meeting, Goodwin reviewed the Morgan Stanley relationship disclosure with the Committee, and the Committee determined that Morgan Stanley should be engaged as its financial advisor. The Committee directed Goodwin to negotiate formal terms of SailPoint’s engagement with Morgan Stanley, which negotiations continued through to March 18, 2022. The member of the Special Committee who received the call from Financial Sponsor A on March 7, 2022 also informed the Committee about the call and, following this director’s departure from the meeting, the Committee discussed potential engagement with Financial Sponsor A and authorized this director to respond to Financial Sponsor A and approve a meeting between Financial Sponsor A and Mr. McClain. This director conveyed this message to Financial Sponsor A on March 8, 2022.

Later on March 8, 2022, Morgan Stanley called Thoma Bravo and conveyed the message of the Committee described above. On the call, Thoma Bravo conveyed to Morgan Stanley that it accepted the Committee’s determination for Thoma Bravo to enter into a non-disclosure agreement, commence value-critical due diligence and, subject to the outcomes of such due diligence, may potentially submit a revised offer price. Morgan Stanley then shared a draft non-disclosure agreement prepared by Goodwin with Thoma Bravo and Kirkland & Ellis LLP, Thoma Bravo’s outside counsel (“Kirkland”).

On March 9, 2022, Morgan Stanley received from Thoma Bravo an initial markup of the Company’s form of non-disclosure agreement, and promptly shared these markups with Goodwin and the Company. Later on March 9, 2022, SailPoint and Thoma Bravo entered into a non-disclosure agreement that included a standstill provision that prohibited Thoma Bravo, for an agreed-upon period from the date of the agreement, from offering

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to acquire or acquiring SailPoint, and from taking certain other actions, including soliciting proxies, without the prior consent of SailPoint (but did not include a so-called “don’t ask, don’t waive” provision), subject to the ability of Thoma Bravo to make certain confidential proposals to the Company and to certain customary fall-away provisions to the standstill in the event of the entry, commencement or public announcement of certain change of control transactions involving the Company and any third party.

Also on March 9, 2022, the Company received from Thoma Bravo a list of high-priority due diligence requests.

On March 11, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Goodwin also attended the meeting and representatives of Morgan Stanley attended portions of the meeting. Morgan Stanley reported on the March 8, 2022 call between it and Thoma Bravo described above. The Committee also discussed Mr. McClain’s upcoming meeting with Financial Sponsor A on March 15, 2022. Later on March 11, 2022, Morgan Stanley and Goodwin shared with Company management guidance and direction for Mr. McClain’s meeting with Financial Sponsor A.

On March 15, 2022, Mr. McClain met by videoconference with representatives of Financial Sponsor A and discussed potential strategic partnership opportunities or other strategic alternative opportunities between SailPoint and Financial Sponsor A.

Later on March 15 and March 16, 2022, members of SailPoint management met in-person with members of the Thoma Bravo deal team to conduct a management presentation.

On March 17, 2022, SailPoint received a revised non-binding letter of intent from Thoma Bravo to acquire SailPoint for $62.00 per share in cash (the “March 17 Proposal”). The $62.00 per share offer price implied a premium to SailPoint’s last closing price prior to March 17, 2022 of approximately 41%. The Specified Non-Binding Terms remained unchanged in the March 17 Proposal. Thoma Bravo contemporaneously called Morgan Stanley and conveyed that (i) Thoma Bravo was prepared to enter into a definitive agreement within two weeks, (ii) Thoma Bravo expected to be able to secure financing commitments in respect of the full consideration and (iii) Thoma Bravo preferred that the Company expeditiously enter into a definitive agreement with Thoma Bravo containing a “go-shop” and therefore avoid delays associated with a pre-signing market check. Pending discussion with the Special Committee, Morgan Stanley did not respond substantively to these points, including the request to sign expeditiously without a pre-signing market check, other than to note that the $62.00 per share offer price appeared to be inadequate relative to the price guidance previously conveyed to Thoma Bravo by Morgan Stanley on March 8, 2022. The March 17 Proposal was promptly shared with the Special Committee.

On March 18, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Goodwin also attended the meeting and representatives of Morgan Stanley attended portions of the meeting. The Committee discussed the March 17 Proposal, as well as Thoma Bravo’s other points conveyed to Morgan Stanley, including that it preferred that the Company sign expeditiously without a pre-signing market check. Following discussion, the Committee instructed Morgan Stanley to respond to Thoma Bravo that (i) the $62.00 per share offer price remained inadequate, (ii) the Committee would consider an offer price in the upper $60s for a potential transaction and (iii) the Company firmly rejected any limitations on the Company’s ability to conduct a pre-signing market check in accordance with the Committee’s sole discretion. The Committee also discussed a plan for a pre-signing market check, and determined that if Thoma Bravo reverted with a meaningfully improved offer price, then the Company would promptly commence a pre-signing market check at that point and would revert to Thoma Bravo with a specific counterproposal of $67.00 per share. The Committee also discussed the timing, scope, sequencing and messaging for a potential pre-signing market check. The Committee members expressed their belief that involving financial sponsor counterparties in the market check was riskier as compared to strategic counterparties, on account of, among other things, their lack of strategic synergies and therefore reduced ability to compete on price and the risks of leaks due to their potentially involving co-investors or other equity investors and debt financing sources. In light of these concerns, the Committee members discussed limiting the involvement of financial sponsors in any pre-signing market check exclusively to those sponsors that had recently and specifically reached out to SailPoint indicating interest in a potential transaction. Mr. McClain

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also updated the Committee on his meeting with Financial Sponsor A on March 15, 2022 and his impression that Financial Sponsor A was highly interested in a potential transaction.

Later on March 18, 2022, Morgan Stanley called Thoma Bravo and conveyed the message of the Committee that (i) the $62.00 per share offer price remained inadequate, (ii) the Committee would consider an offer price in the upper $60s for a potential transaction and (iii) the Company firmly rejected any limitations on the Company’s ability to conduct a pre-signing market check in accordance with the Committee’s sole discretion.

Later on March 18, 2022, SailPoint received a revised non-binding letter of intent from Thoma Bravo to acquire SailPoint for $63.50 per share in cash (the “March 18 Proposal”). The $63.50 per share offer price implied a premium to SailPoint’s last closing price prior to March 18, 2022 of approximately 43%. The Specified Non-Binding Terms remained unchanged in the March 18 Proposal. The March 18 Proposal was promptly shared with the Special Committee. In response, and in accordance with the direction of the Special Committee, Morgan Stanley responded later on March 18, 2022 with a counterproposal of $67.00 per share.

Following negotiation between Goodwin (on behalf of and at the direction of the Special Committee) and Morgan Stanley, on March 18, 2022, SailPoint also signed a formal engagement letter with Morgan Stanley in connection with a potential transaction, which engagement letter was effective as of January 10, 2022.

On March 19, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. The Committee discussed the March 18 Proposal and the Committee’s counterproposal with a $67.00 per share price target, as well as strategy and potential responses from Thoma Bravo.

Later on March 19, 2022, Morgan Stanley received a call from Thoma Bravo verbally conveying that Thoma Bravo would soon submit a revised non-binding letter of intent to acquire SailPoint for $65.25 per share in cash, which Thoma Bravo expressly characterized on the call as its “best and final” offer (the “March 19 Verbal Proposal”). The $65.25 per share offer price implied a premium to SailPoint’s last closing price prior to (i) March 19, 2022 of approximately 40%, (ii) March 18, 2022 of approximately 47%, (iii) March 17, 2022 of approximately 49% and (iv) March 2, 2022 of approximately 46%. On the call, Thoma Bravo conveyed to Morgan Stanley that, in light of the significant premium represented by the $65.25 per share offer price, which represented a premium to the Company’s all-time high trading price, Thoma Bravo was expecting that, if the Company engaged in a pre-signing market check, that it would be limited in scope.

Promptly following the receipt of the March 19 Verbal Proposal on March 19, 2022, the Special Committee re-convened by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. The Committee discussed the March 19 Verbal Proposal. The Committee reaffirmed that it would reject any limitations on the Company’s ability to conduct a pre-signing market check in accordance with the Committee’s sole discretion. The Committee also noted that, having extensively discussed and taken into account various important considerations pertaining to the involvement of financial sponsors in a market check, including their lack of strategic synergies and reduced ability to compete on price and the risks of leaks due to their potential involvement of co-investors or other equity investors and debt financing sources, the Committee had intended to limit the involvement of financial sponsors in any pre-signing market check exclusively to those sponsors that had recently and specifically reached out to SailPoint indicating interest in a potential transaction. The Committee then discussed the timing, scope and sequencing of the Company’s pre-signing market check, with input from Morgan Stanley, reviewing each potential strategic and financial sponsor counterparty and determining to exclude certain strategic and financial sponsor counterparties from the market check on account of various considerations, including the risk of leaks and competitive sensitivities, as well as each counterparty’s level of execution risk and ability to undertake an all-cash acquisition rather than an all-stock or mixed-consideration acquisition. The Committee determined to commence the market check on March 21, 2022 with respect to strategic counterparties, with financial sponsor counterparties to follow later that week on account of the risks previously addressed.

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Later on March 19, 2022, following the Special Committee meeting, SailPoint received a revised non-binding letter of intent from Thoma Bravo memorializing the $65.25 Verbal Proposal to acquire SailPoint for $65.25 per share in cash, which was expressly characterized in the letter of intent as Thoma Bravo’s “best and final” offer (such letter, together with the March 19 Verbal Proposal, the “March 19 Final Proposal”). The Specified Non-Binding Terms remained unchanged in the March 19 Final Proposal. This letter of intent was promptly shared with the Special Committee. Later on March 19, 2022, Morgan Stanley called Thoma Bravo and (i) conveyed that the Board would meet on March 20, 2022 to discuss the March 19 Final Proposal, (ii) discussed certain valuation assumptions underlying the March 19 Final Proposal and the letters of intent preceding it and (iii) reiterated the message of the Committee that the Company firmly rejected any limitations on the Company’s ability to conduct a pre-signing market check in accordance with the Committee’s sole discretion.

On March 20, 2022, the Board met by videoconference. Members of SailPoint management and representatives of Goodwin also attended the meeting and representatives of Morgan Stanley attended portions of the meeting. Morgan Stanley provided a detailed overview of the recent developments with Thoma Bravo, including those that occurred on March 19, 2022. The Board discussed the March 19 Final Proposal, including Thoma Bravo’s “best and final” $65.25 per share offer price, Thoma Bravo’s views on any pre-signing market check and the Committee’s view on preserving the Company’s discretion as to any pre-signing market check. Goodwin also discussed the status of negotiations of a definitive agreement with Kirkland, including relating to a post-signing go-shop and the status of Thoma Bravo’s due diligence. Members of the Special Committee gave their preliminary view that, in light of Morgan Stanley’s analysis of the Company’s inherent valuation, the negotiation history with Thoma Bravo thus far and other important considerations, and subject in all respects to the outcomes of the Company’s pre-signing market check, the Committee regarded the $65.25 per share offer price to be a compelling offer price. Members of the Committee then reported on its determinations regarding the timing, scope and sequencing of the Company’s pre-signing market check, and other members of the Board expressed their views on the Committee’s determinations. Members of the Board also inquired of the Committee whether it had considered simply rejecting the $65.25 per share offer price on the basis that Morgan Stanley had made a counterproposal of $67.00 per share to Thoma Bravo. Members of the Committee responded in the affirmative that they had considered rejecting the $65.25 per share offer price, but after discussion, they had regarded it to be a compelling offer price.

Also on March 20, 2022, Thoma Bravo announced its entry into a definitive agreement to acquire Anaplan, Inc. for approximately $11 billion.

On March 21, 2022, the Special Committee met by videoconference. Members of SailPoint management also attended portions of the meeting and representatives of Goodwin and Morgan Stanley attended the meeting. Morgan Stanley reported that Thoma Bravo intended to raise approximately $1 billion in debt financing for the potential transaction. The Special Committee then considered, along with representatives of Goodwin, how Thoma Bravo’s debt financing would impact the Company’s remedies under a definitive agreement. Following discussion, the Committee authorized Morgan Stanley to approve Thoma Bravo’s request to involve two lender partners for its debt financing syndicate. The Committee then discussed Thoma Bravo’s entry into a definitive agreement to acquire Anaplan, Inc. Representatives of Goodwin reviewed ongoing due diligence, including a request by Thoma Bravo that representatives of Thoma Bravo meet in-person with Mr. McClain, and certain terms under negotiation in the draft definitive agreement, including relating to a post-signing go-shop and termination fees.

Also on March 21, 2022, Morgan Stanley commenced the Company’s pre-signing market check with respect to strategic counterparties in accordance with the directions of the Board and the Special Committee, including that the market check with respect to previously interested financial sponsors should follow later on account of the risks pertaining to financial sponsors addressed by the Board and the Committee. Morgan Stanley reached out to six strategic counterparties (referred to herein as “Strategic Party A”, “Strategic Party B”, “Strategic Party C”, “Strategic Party D”, “Strategic Party E” and “Strategic Party F”), in each case with the message that the Company had received a proposal to acquire the Company with low execution risk, and that the Company was

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prepared to enter into a non-disclosure agreement with the counterparty to enable the counterparty to expeditiously receive access to due diligence and potentially submit a proposal for a potential transaction.

Later on March 23, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. Representatives of Goodwin provided an update on the negotiation of go-shop terms with Kirkland. Morgan Stanley then provided a status update on the ongoing market check, noting that no strategic party thus far had requested to enter into a non-disclosure agreement. The Committee then discussed the scope and sequencing of the Company’s market check with respect to financial sponsor counterparties, reviewing each potential financial sponsor counterparty. The Committee also authorized Morgan Stanley to approve Thoma Bravo’s request to involve a third lender partner for its debt financing syndicate, and determined that, subject to the Committee’s review of each particular debt financing source, the Committee would also generally permit other market check participants to involve debt financing sources if so requested.

On March 24, 2022, Morgan Stanley and Thoma Bravo had a call wherein Morgan Stanley, at the direction of the Committee described above, approved Thoma Bravo’s request to involve another lender partner for its debt financing syndicate.

Also on March 24, 2022, Morgan Stanley received an update from Strategic Party A that they would like to learn more about SailPoint, and were continuing to evaluate a potential transaction internally. Strategic Party A did not request to enter into a non-disclosure agreement at this time.

Also on March 24, 2022, Morgan Stanley was notified by Strategic Party B that Strategic Party B was affirmatively declining to further evaluate a potential transaction.

On March 25, 2022, Morgan Stanley received an unsolicited email from a representative of a financial sponsor firm (“Financial Sponsor C”) expressing interest in evaluating a potential transaction.

Also on March 25, 2022, Morgan Stanley commenced the Company’s pre-signing market check with respect to financial sponsor counterparties in accordance with the directions of the Board and the Special Committee. Morgan Stanley reached out to Financial Sponsor A and Financial Sponsor B, each of which had recently and specifically indicated interest to the Company in evaluating a potential transaction, and in each case with the message that the Company had received a proposal to acquire the Company with low execution risk, and that the Company was prepared to enter into a non-disclosure agreement with the counterparty to enable the counterparty to expeditiously receive access to due diligence and potentially submit a proposal for a potential transaction.

Later on March 25, 2022, the Special Committee met by videoconference. Members of SailPoint management also attended portions of the meeting and representatives of Goodwin and Morgan Stanley attended the meeting. Morgan Stanley provided a status update on the ongoing market check. Morgan Stanley also reported on the unsolicited indication of interest received from Financial Sponsor C described above, and following discussion, the Committee authorized Morgan Stanley to include Financial Sponsor C in the market check. Morgan Stanley also reported on Thoma Bravo having expressed a strong desire to enter into a definitive agreement immediately after its investment committee meeting scheduled for April 6, 2022, as described above. The Committee expressed its desire to continue to work expeditiously with Thoma Bravo, but determined not to commit to any specific timetable in light of the ongoing market check.

Also on March 25, 2022, Morgan Stanley received from each of Financial Sponsor A and Financial Sponsor B an initial markup of the Company’s form of non-disclosure agreement, and promptly shared these markups with Goodwin and the Company.

On March 27, 2022, Morgan Stanley spoke to Financial Sponsor C as part of the market check in accordance with the directions of the Special Committee, with the message that the Company had received a proposal to

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acquire the Company with low execution risk, and that the Company was prepared to enter into a non-disclosure agreement with Financial Sponsor C to enable it to expeditiously receive access to due diligence and potentially submit a proposal for a potential transaction

Also on March 27, 2022, SailPoint and Financial Sponsor A entered into a non-disclosure agreement that included a standstill provision that prohibited Financial Sponsor A, for an agreed-upon period from the date of the agreement, from offering to acquire or acquiring SailPoint, and from taking certain other actions, including soliciting proxies, without the prior consent of SailPoint (but did not include a so-called “don’t ask, don’t waive” provision), subject to the ability of Financial Sponsor A to make certain confidential proposals to the Company and to certain customary fall-away provisions to the standstill in the event of the entry, commencement or public announcement of certain change of control transactions involving the Company and any third party.

Also on March 27, 2022, Morgan Stanley received an unsolicited communication from a financial sponsor firm (“Financial Sponsor D”) regarding SailPoint. Morgan Stanley subsequently spoke with Financial Sponsor D, but Financial Sponsor D did not indicate an interest in a potential transaction with SailPoint.

Also on March 27, 2022, Goodwin received from Kirkland an initial draft of the merger agreement for a potential transaction with Thoma Bravo, which included a go-shop provision.

On March 28, 2022, the Board met by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. Morgan Stanley reported on the unsolicited communication received from Financial Sponsor D described above. Due to upward movements in SailPoint’s trading price in recent days coupled with the unsolicited communications received from Financial Sponsor C and Financial Sponsor D, the Board expressed concerned that the Company’s ongoing sale process had leaked to an unknown extent.

Also on March 28, 2022, Morgan Stanley received confirmation from Financial Sponsor A that it would attend a management presentation with the Company on March 30, 2022.

On March 29, 2022, SailPoint and Financial Sponsor B entered into a non-disclosure agreement that included a standstill provision that prohibited Financial Sponsor B, for an agreed-upon period from the date of the agreement, from offering to acquire or acquiring SailPoint, and from taking certain other actions, including soliciting proxies, without the prior consent of SailPoint (but did not include a so-called “don’t ask, don’t waive” provision), subject to the ability of Financial Sponsor B to make certain confidential proposals to the Company and to certain customary fall-away provisions to the standstill in the event of the entry, commencement or public announcement of certain change of control transactions involving the Company and any third party.

Also on March 29, 2022, Morgan Stanley received from Financial Sponsor C an initial markup of the Company’s form of non-disclosure agreement, and promptly shared this markup with Goodwin and the Company. Later on March 29, 2022, SailPoint and Financial Sponsor C entered into a non-disclosure agreement that included a standstill provision that prohibited Financial Sponsor C, for an agreed-upon period from the date of the agreement, from offering to acquire or acquiring SailPoint, and from taking certain other actions, including soliciting proxies, without the prior consent of SailPoint (but did not include a so-called “don’t ask, don’t waive” provision), subject to the ability of Financial Sponsor C to make certain confidential proposals to the Company and to certain customary fall-away provisions to the standstill in the event of the entry, commencement or public announcement of certain change of control transactions involving the Company and any third party. Morgan Stanley also received confirmation from Financial Sponsor C that it would attend a management presentation with the Company on April 1, 2022.

Also on March 29, 2022, Morgan Stanley had a call with Strategic Party A. Strategic Party A expressed interest in having a management meeting with the Company to learn more about the Company and its business. Strategic

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Party A shared with Morgan Stanley a draft non-disclosure agreement prepared by Strategic Party A, which did not include a standstill provision. Later on March 29, 2022, following review by Goodwin, Morgan Stanley reverted with a revised draft of this non-disclosure agreement which, among other things, added a standstill provision (but not a so-called “don’t ask, don’t waive” provision), which was made subject to the ability of Strategic Party A to make certain confidential proposals to the Company and to certain customary fall-away provisions to the standstill in the event of the entry, commencement or public announcement of certain change of control transactions involving the Company and any third party.

Also on March 29, 2022, Morgan Stanley was notified by Strategic Party F that Strategic Party F was affirmatively declining to further evaluate a potential transaction.

On March 30, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Goodwin also attended the meeting and representatives of Morgan Stanley attended portions of the meeting. Morgan Stanley reported that, in accordance with the direction of the Special Committee, it had conveyed to each of Financial Sponsor A, Financial Sponsor B and Financial Sponsor C that the Company expected to receive their preliminary proposals for a potential transaction by April 4, 2022. The Committee also discussed its continued monitoring of SailPoint’s trading price, which had continued to rise in recent days. Representatives of Goodwin also presented an overview of certain terms in the draft definitive agreement being negotiated with Kirkland with respect to employee and equity award matters. Representatives of Goodwin then presented an overview of other material legal issues in the draft definitive agreement.

Also on March 30, 2022, SailPoint management provided a revised set of the January 2022 Projections to Morgan Stanley, updated to reflect SailPoint’s actual full year and fourth quarter 2021 financial results (as so updated, the “Projections”).

Also on March 30, 2022, members of SailPoint management and representatives of Morgan Stanley conducted a management presentation for Financial Sponsor A. Morgan Stanley also granted access to the Company’s virtual data room to Financial Sponsor A and Financial Sponsor B.

Also on March 30, 2022, Morgan Stanley was notified by Strategic Party D that Strategic Party D was affirmatively declining to further evaluate a potential transaction.

On March 31, 2022, members of SailPoint management and representatives of Morgan Stanley conducted a management presentation for Financial Sponsor B.

Also on March 31, 2022, Morgan Stanley followed up with Strategic Party A regarding the revised non-disclosure agreement that it had sent back to Strategic Party A on March 29, 2022. Strategic Party A pushed back on including a standstill provision, among other things, in the non-disclosure agreement, and cited institutional concerns over the lack of an ability to properly enforce such a standstill provision across Strategic Party A’s numerous business units.

Also on March 31, 2022, Morgan Stanley was notified by Strategic Party C that Strategic Party C will most likely decline to further evaluate a potential transaction, and to assume that Strategic Party C would so decline.

On April 1, 2022, members of SailPoint management and representatives of Morgan Stanley conducted a management presentation for Financial Sponsor C.

Also on April 1, 2022, Morgan Stanley had a call with Financial Sponsor A. On the call, Financial Sponsor A conveyed to Morgan Stanley that, if it were to make a proposal, then the offer price would likely be in the range of $60.00 to $65.00 per share and that the price would likely be at the low end of that range and would not in any circumstances exceed that range. In any event, Financial Sponsor A conveyed that it would likely require further due diligence on the timespan of multiple weeks before making any such proposal.

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Later on April 1, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. Morgan Stanley provided a status update on the ongoing market check. The Committee reviewed with the representatives of Goodwin Strategic Party A’s pushback on including a standstill provision in its non-disclosure agreement. The Committee authorized Goodwin to forego a standstill provision for the time being in order to enable Strategic Party A to expeditiously gain access to value-critical due diligence and potentially make a preliminary proposal for a potential transaction, which the Committee viewed to be a worthwhile compromise given the fact that any such standstill would likely be expected to fall away if SailPoint were to publicly announce a potential transaction. After Morgan Stanley conveyed this concession to Strategic Party A, SailPoint and Strategic Party A entered into a non-disclosure agreement on April 4, 2022, which did not include a standstill provision. A management meeting with Strategic Party A was scheduled, to occur on April 7, 2022. At the April 1, 2022 meeting, Morgan Stanley also reported on its call with Financial Sponsor A earlier on April 1, 2022 as described above. In light of Financial Sponsor A’s messaging, the Committee determined to terminate the Company’s engagement with Financial Sponsor A following the preliminary proposal deadline on April 4, 2022, and therefore that the Committee member who had an ongoing professional relationship with Financial Sponsor A could continue to serve on the Committee. Representatives of Goodwin then presented an overview of the material legal terms in the draft definitive agreement with Thoma Bravo. This included Thoma Bravo’s agreement that SailPoint would have a post-signing go-shop lasting 35 days, and would be entitled to terminate the definitive agreement with Thoma Bravo within 45 days after signing to enter into a superior proposal received from an “excluded party” during the go-shop for a reduced termination fee payable by the Company.

On April 2, 2022, Morgan Stanley followed up with each of Financial Sponsor B and Financial Sponsor C, reiterating to each party that if they were interested in submitting a proposal for a potential transaction, they must notify Morgan Stanley of their proposal by mid-day on April 4, 2022. On the call with Morgan Stanley, Financial Sponsor B reported that the same representatives of Financial Sponsor B evaluating a potential transaction with the Company were separately engaged in evaluating a merger and acquisition opportunity involving a different company, that these separate obligations would likely lead to significant delays in Financial Sponsor B’s ability to evaluate a potential transaction with the Company and that Financial Sponsor B was not prepared to estimate on a preliminary basis its ultimate valuation of the Company, if it were to eventually make a proposal at all.

On April 4, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. Morgan Stanley reported on its calls with Financial Sponsor B and Financial Sponsor C as described above. Morgan Stanley also presented an updated financial and premia analysis on the basis of Thoma Bravo’s $65.25 per share offer price.

Also on April 4, 2022, Morgan Stanley again followed up with Financial Sponsor C. Financial Sponsor C reported that its representatives were simultaneously evaluating another merger and acquisition opportunity involving a different company, that these separate obligations would likely lead to significant delays in Financial Sponsor C’s ability to evaluate a potential transaction with the Company and that Financial Sponsor C was not prepared to estimate on a preliminary basis its ultimate valuation of the Company, if it were to eventually make a proposal at all.

Also on April 4, 2022, Mr. McClain and representatives of Thoma Bravo met in-person and discussed Thoma Bravo’s remaining high-level due diligence items.

On April 5, 2022, Morgan Stanley had a call with Thoma Bravo. Morgan Stanley conveyed that the Special Committee did not believe that the Company would be prepared to enter into a definitive agreement on April 6, 2022, as Thoma Bravo had desired, but that the Company may potentially be prepared to enter into a definitive agreement sometime during the coming weekend on April 9 or 10, 2022.

Later on April 5, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. Morgan Stanley reported on its call earlier on April 5, 2022 with Thoma Bravo as described above. The Committee resolved to hold a management

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meeting with Strategic Party A on April 7, 2022 as planned, with the hope of being able to receive a preliminary proposal for a potential transaction from Strategic Party A shortly thereafter and prior to determining whether to proceed with entering into a definitive agreement with Thoma Bravo.

On April 6, 2022, Morgan Stanley was notified by Financial Party B that Financial Party B was affirmatively declining to further evaluate a potential transaction, due to its prioritization of time and resources to a separate transaction.

Also on April 6, 2022, the Special Committee met by videoconference. Members of SailPoint management also attended portions of the meeting and representatives of Goodwin and Morgan Stanley also attended the meeting. Mr. McClain presented a preliminary overview of SailPoint’s actual first quarter 2022 financial results, which in the aggregate were consistent with expectations despite various strengths and weaknesses across different geographic regions. Morgan Stanley also gave an update on the market check, noting that Financial Party B had affirmatively declined to further evaluate a potential transaction.

Also on April 6, 2022, members of SailPoint management met with representatives of Thoma Bravo to provide a preliminary overview of SailPoint’s actual first quarter 2022 financial results, which in the aggregate were consistent with expectations despite various strengths and weaknesses across different geographic regions.

Also on April 6, 2022, Morgan Stanley was notified by Strategic Party E that Strategic Party E was affirmatively declining to further evaluate a potential transaction, due to the fact that the Company’s lines of business were not currently priorities for Strategic Party E.

On April 7, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. Morgan Stanley presented an updated financial and premia analysis on the basis of Thoma Bravo’s $65.25 per share offer price. Goodwin also presented an overview of material legal terms in the draft definitive agreement with Thoma Bravo.

Also on April 7, 2022, members of SailPoint management and representatives of Morgan Stanley conducted a management presentation for Strategic Party A.

On April 8, 2022, Morgan Stanley was notified by Strategic Party A that Strategic Party A was affirmatively declining to further evaluate a potential transaction.

Over the course of April 8, 9 and 10, Goodwin and Kirkland finalized their work on the terms of the definitive agreement between SailPoint and Thoma Bravo, as well as the disclosure schedules and other ancillary agreements pertaining to the transaction.

On April 10, 2022, the Special Committee met by videoconference to review the final terms of the definitive agreement between SailPoint and Thoma Bravo and related ancillary agreements and vote on whether to recommend entry into such definitive agreement to the Board. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. Morgan Stanley presented an update on the Company’s market check, noting that the market check had yielded one verbal preliminary price proposal to acquire the Company, which was the verbal indication conveyed by Financial Sponsor A on April 1, 2022. Morgan Stanley also discussed the intended scope and sequencing of the Company’s go-shop process which, assuming that the Company entered into a definitive agreement with Thoma Bravo on April 10, 2022, would commence on April 11, 2022 and run through to May 16, 2022. Morgan Stanley presented a list of 44 potential go-shop counterparties consisting of 20 strategic counterparties and 24 financial sponsor counterparties. Among these, the Committee determined to exclude specifically reaching out to three strategic counterparties as part of the go-shop, on account of various considerations, including these counterparties’ financial capacity, commercial and competitive sensitivity and enterprise size relative to SailPoint. Representatives of Goodwin then presented an overview of the final material legal terms in the definitive agreement with Thoma Bravo, as well as ancillary agreements pertaining to the potential transaction with Thoma Bravo including Thoma Bravo’s equity commitment letter, debt commitment letter and limited guaranty. Morgan Stanley then reported to the Committee

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that it would be prepared to deliver its oral fairness opinion to the Board at the Board meeting that would immediately follow this Committee meeting, which would subsequently be confirmed in writing, and which would state that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the per share merger consideration to be received by SailPoint’s stockholders (other than holders of certain excluded shares) pursuant to the definitive agreement with Thoma Bravo was fair, from a financial point of view, to such SailPoint stockholders. The Committee then discussed its reasons in favor of recommending the potential transaction with Thoma Bravo to the Board, as well as considerations of risk pertaining to the same. The Committee then unanimously adopted resolutions favorably recommending the potential transaction with Thoma Bravo to the Board.

Immediately following the Special Committee meeting, on April 10, 2022, the Board met by videoconference to review the final terms of the definitive agreement between SailPoint and Thoma Bravo and related ancillary agreements and vote on whether to approve entry into the definitive agreement with Thoma Bravo. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. Morgan Stanley presented an update on the Company’s market check, noting that the market check had yielded one verbal preliminary price proposal to acquire the Company, which was the verbal indication conveyed by Financial Sponsor A on April 1, 2022. Morgan Stanley then presented an updated financial and premia analysis on the basis of Thoma Bravo’s final $65.25 per share offer price. Goodwin then presented an overview of the final material legal terms in the definitive agreement with Thoma Bravo, as well as ancillary agreements pertaining to the potential transaction with Thoma Bravo including Thoma Bravo’s equity commitment letter, debt commitment letter and limited guaranty. These terms included Thoma Bravo’s agreement that SailPoint would have a post-signing go-shop lasting 35 days, and would be entitled to terminate the definitive agreement with Thoma Bravo within 45 days after signing to enter into a superior proposal received from an “excluded party” during the go-shop for a reduced termination fee payable by the Company. Morgan Stanley then summarized the updated Morgan Stanley Relationship Disclosure, which included the fact that Morgan Stanley is a counterparty to SailPoint with respect to certain derivative call option transactions entered into in connection with the Company’s issuance of its convertible notes due 2024, and that the public announcement of a potential transaction may result in adjustments to such derivative transactions, which adjustments may be favorable to Morgan Stanley. A representative of Morgan Stanley then delivered Morgan Stanley’s oral opinion, subsequently confirmed in writing, dated April 10, 2022, to the Board of Directors that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the $65.25 per share in cash to be received by holders of shares of SailPoint common stock (other than holders of the Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such SailPoint Stockholders. Members of the Special Committee then reported on the Committee’s reasons in favor of recommending the potential transaction with Thoma Bravo to the Board, as well as considerations of risk pertaining to the same. After extensive discussions of the proposed potential transaction with Thoma Bravo and the matters summarized for the Board at the meeting, the Board then unanimously (i) determined that it was in the best interests of the Company and its stockholders, and declared it advisable, to enter into the merger agreement with Thoma Bravo, (ii) approved the execution, delivery and performance of the merger agreement with Thoma Bravo and the consummation of the transactions contemplated thereby, and (iii) recommended that the Company stockholders adopt the merger agreement with Thoma Bravo and directed that such matter be submitted for consideration of the Company stockholders at a special meeting of Company stockholders.

Later in the evening on April 10, 2022, SailPoint and Thoma Bravo executed and delivered the merger agreement and the limited guaranty, and Thoma Bravo and the other parties thereto executed and delivered the equity commitment letter and the debt commitment letter.

Early in the morning on April 11, 2022, the parties issued a press release publicly announcing the transaction.

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From April 11, 2022, after the transaction was announced, and throughout the week of April 11, 2022, at the direction of the Board and the Special Committee, Morgan Stanley contacted 17 strategic counterparties and 24 financial sponsor counterparties regarding a potential acquisition of SailPoint in connection with the go-shop provided for in the merger agreement with Thoma Bravo (among these 41 counterparties, six strategic counterparties and three financial sponsor counterparties had been contacted during the pre-signing market check). Over the course of that week, 24 counterparties affirmatively declined to further evaluate a potential transaction.

On April 14, 2022, a financial sponsor firm contacted in connection with the go-shop (“Financial Sponsor E”) expressed interest in evaluating a potential transaction.

Later on April 14, 2022, Morgan Stanley received from Financial Sponsor E an initial markup of the Company’s form of go-shop non-disclosure agreement (which does not include a standstill provision), and promptly shared this markup with Goodwin and the Company. Later on April 14, 2022, SailPoint and Financial Sponsor E entered into a non-disclosure agreement.

Also on April 14, 2022, Morgan Stanley reached out to Strategic Party C in connection with the go-shop and Strategic Party C confirmed its earlier indication on March 31, 2022 that it was affirmatively declining to further evaluate a potential transaction.

On April 15, 2022, a financial sponsor firm contacted in connection with the go-shop (“Financial Sponsor F”) expressed interest in evaluating a potential transaction, and scheduled a meeting with Morgan Stanley for April 20, 2022 to discuss a potential transaction further.

On April 18, 2022, the Special Committee met by videoconference. Members of SailPoint management and representatives of Goodwin and Morgan Stanley also attended the meeting. Morgan Stanley provided an update on the Company’s go-shop process, noting that a total of 41 counterparties were contacted, out of which 24 have affirmatively declined to further evaluate a potential transaction and two have affirmatively expressed interest in further evaluating, one of which (Financial Sponsor E) has entered into a non-disclosure agreement with the Company.

On April 18, 2022, a financial sponsor firm contacted in connection with the go-shop (“Financial Sponsor G”) expressed interest in evaluating a potential transaction.

On April 19, 2022, Morgan Stanley received from Financial Sponsor G an initial markup of the Company’s form of go-shop non-disclosure agreement (which does not include a standstill provision), and promptly shared this markup with Goodwin and the Company.

On April 20, 2022, SailPoint and Financial Sponsor G entered into a non-disclosure agreement.

On April 21, 2022, members of SailPoint management and representatives of Morgan Stanley conducted a management presentation for Financial Sponsor E.

On April 25, 2022, Morgan Stanley received from Financial Sponsor F a markup of the Company’s form of go-shop non-disclosure agreement (which does not include a “standstill” provision) which did not include any substantive changes from such form, and promptly shared this markup with Goodwin and the Company. Later on April 25, 2022, SailPoint and Financial Sponsor F entered into a non-disclosure agreement.

On April 27, 2022, Morgan Stanley was notified by Financial Sponsor E that Financial Sponsor E was affirmatively declining to further evaluate a potential transaction, due to Financial Sponsor E’s lack of confidence that it would be able to match or exceed the $65.25 per share offer price.

On April 28, 2022, members of SailPoint management and representatives of Morgan Stanley conducted a management presentation for each of Financial Sponsor F and Financial Sponsor G.

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On May 3, 2022, Morgan Stanley was notified by Financial Sponsor G that Financial Sponsor G was affirmatively declining to further evaluate a potential transaction, due to Financial Sponsor G’s lack of confidence that it would be able to match or exceed the $65.25 per share offer price in a timely manner.

On May 6, 2022, Morgan Stanley was notified by Financial Sponsor F that Financial Sponsor F was affirmatively declining to further evaluate a potential transaction. Financial Sponsor F informed Morgan Stanley that they do not see a path to proposing an offer price per share higher than the $65.25 per share in the Thoma Bravo transaction.

On May 16, 2022, at 11:59 p.m. Eastern time, the go-shop period provided for in the Merger Agreement expired. During the go-shop period, no party made an Alternative Acquisition Proposal.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board and the Special Committee carefully reviewed and considered the proposed Merger in consultation with SailPoint’s management and legal and financial advisors and, upon the recommendation of the Special Committee, the Board has unanimously (i) determined that it is in the best interests of SailPoint and its stockholders, and declared it advisable, to enter into the Merger Agreement, (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, and (iii) resolved to recommend that SailPoint Stockholders adopt the Merger Agreement and directed that such matter be submitted for the consideration of SailPoint Stockholders at the Special Meeting.

The Board unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Reasons for the Merger

The Board and the Special Committee carefully reviewed and considered the proposed Merger in consultation with SailPoint’s management and legal and financial advisors and, upon the unanimous recommendation of the Special Committee, the Board has unanimously (i) determined that it is in the best interests of SailPoint and its stockholders, and declared it advisable, to enter into the Merger Agreement, (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, and (iii) recommended that SailPoint stockholders adopt the Merger Agreement and directed that such matter be submitted for the consideration of SailPoint stockholders at a special meeting of SailPoint stockholders.

In reaching these decisions, the Board and the Special Committee considered the following positive reasons to support the Merger Agreement and the transactions contemplated thereby:

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In the course of its deliberations, the Board and the Special Committee also considered, among other things, the following negative factors:

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The foregoing discussion of reasons for the recommendation to adopt the Merger Agreement is not meant to be exhaustive but addresses the material information and factors considered by the Board and the Special Committee in consideration of their respective recommendations. In view of the wide variety of factors considered by the Board and the Special Committee in connection with its evaluation of the Merger and the complexity of these matters, the Board and the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their respective determinations and recommendations. Rather, in considering the information and factors described above, individual members of the Board or the Special Committee each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board and the Special Committee based their respective unanimous recommendations on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Opinion of Morgan Stanley & Co. LLC

The Board of Directors retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the possible sale of SailPoint. The Board of Directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its extensive expertise and experience advising software companies in connection with potential strategic transactions (including but not limited to numerous transactions with Thoma Bravo), its knowledge of SailPoint’s business and affairs based on its longstanding relationship with SailPoint. At the meeting of the Board of Directors on April 10, 2022, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of April 10, 2022, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the $65.25 per share in cash to be received by holders of shares of SailPoint common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement was fair from a financial point of view to such SailPoint Stockholders.

The full text of the written opinion of Morgan Stanley, dated as of April 10, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B and incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Board of Directors, in its capacity as

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such, and addresses only the fairness from a financial point of view of the $65.25 per share in cash to be received by holders of shares of SailPoint common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement as of the date of the opinion and does not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. It was not intended to, and does not, constitute an opinion or a recommendation as to how SailPoint Stockholders should vote at the Special Meeting. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by SailPoint, and formed a substantial basis for its opinion. With respect to the Projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of SailPoint’s management of the future financial performance of SailPoint. Morgan Stanley expressed no view as to such Projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Merger would be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including among other things, that Parent will obtain financing in accordance with the terms set forth in the Commitment Letters, and that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification,

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the assessment of SailPoint and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley’s opinion does not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of SailPoint’s officers, directors or employees, or any class of such persons, relative to the $65.25 per share in cash to be received by holders of shares of SailPoint common stock (other than the holders of the Excluded Shares) in the Merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of SailPoint, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, April 10, 2022. Events occurring after April 10, 2022 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley has not assumed any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a brief summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated as of April 10, 2022, to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and was directed by the Board of Directors to rely upon, among other matters, (i) the Projections and (ii) certain estimates of equity research analysts (the “Street Consensus”). The Projections are more fully described below in the section of this proxy statement captioned “—Projections.” In accordance with direction from the Board of Directors, Morgan Stanley utilized the Street Consensus and the Projections in its financial analyses described below.

Public Trading Comparables Analysis

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for SailPoint with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (these companies are referred to as the “comparable companies”).

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value to estimated revenue, which, for purposes of this analysis, (1) for SailPoint, (a) was provided to Morgan Stanley, and approved for Morgan Stanley’s use, by SailPoint management for calendar years 2022 and 2023 for the Projections, and (b) was based on available consensus equity analyst research estimates for calendar years 2022 and 2023 for the Street Consensus; and (2) for each of the comparable companies, was based on publicly available consensus equity analyst research estimates for comparison purposes. For purposes of its analyses, Morgan Stanley defined “aggregate value” as a company’s fully diluted equity value plus total debt, less cash and cash equivalents.

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For calendar year 2022, the range of observed multiples of the ratio of aggregate value to estimated revenue for the comparable companies was 7.3x to 13.4x, with a median observed multiple of 10.5x. For calendar year 2023, the range of observed multiples of the ratio of aggregate value to estimated revenue for the comparable companies was 6.0x to 10.0x, with a median observed multiple of 8.7x. The following is a list of the selected comparable companies reviewed, together with the applicable multiples:

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of aggregate value to estimated revenue multiples for use with each of the Projections and the Street Consensus, respectively. Morgan Stanley then applied these ranges of multiples to the estimated relevant revenue metric for SailPoint. For purposes of this analysis, Morgan Stanley utilized publicly available financial information, available as of April 8, 2022 (the last full trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger).

Based on the outstanding shares of SailPoint common stock on a fully diluted basis and latest cash and debt balance as provided by SailPoint management, Morgan Stanley calculated the estimated implied value per share of SailPoint common stock as follows:

No company utilized in the public trading comparables analysis is identical to SailPoint. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond SailPoint’s control. These include, among other things, the impact of competition on SailPoint’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of SailPoint and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

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Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of such company’s estimated future revenue. The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of the SailPoint common stock on a standalone basis for each of the Street Consensus and Projections.

To calculate these discounted fully diluted equity values, Morgan Stanley utilized calendar year 2024 revenue estimates under each of the Street Consensus and Projections, respectively. Based upon the application of its professional judgment and experience, Morgan Stanley applied a forward range of aggregate value to estimated revenue multiples (based on the range of aggregate value to revenue multiples for the comparable companies) to these revenue estimates, respectively, in order to reach a future-implied fully diluted aggregate value. For each of the Street Consensus and Projections, Morgan Stanley applied an aggregate value to estimated revenue multiple of 8.0x to 10.0x to generate an undiscounted, implied future fully diluted equity value.

In each case, Morgan Stanley then discounted the resulting implied future fully diluted equity value to April 8, 2022, at a discount rate of 9.8%, which rate was selected by Morgan Stanley based on SailPoint’s estimated cost of equity, estimated using the capital asset pricing model method and utilizing a 6% market risk premium, a risk-free rate of 2.7% based on the 10-year U.S. Treasury yield as of April 8, 2022, and a 1.2 predicted beta per Barra. The result of these analyses are listed below:

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of fully diluted equity values per share for the SailPoint common stock based on a discounted cash flow analysis to value SailPoint as a standalone entity. Morgan Stanley utilized estimates from the Projections for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as non-GAAP adjusted earnings before interest, taxes, depreciation and amortization (burdened by stock based compensation), less taxes and capital expenditures, and adjusted for changes in net working capital. The Projections included extrapolations through calendar year 2036 prepared by Morgan Stanley with the guidance of SailPoint management (which extrapolations were reviewed and approved for Morgan Stanley’s use by SailPoint management). The free cash flows and terminal values were discounted to present values as of April 8, 2022, at a discount rate ranging from 8.6% to 10.5%, which discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of SailPoint’s weighted average cost of capital estimated using the capital asset pricing model method and utilizing a 6% market risk premium, a risk-free rate of 2.7% based on the 10-year U.S. Treasury yield as of April 8, 2022, and a 1.2 predicted beta per Barra. To calculate terminal values, Morgan Stanley utilized perpetual growth rates of 2.5 percent to 3.5 percent as part of its analyses, with such rates selected upon the application of Morgan Stanley’s professional judgment and experience. The resulting aggregate value was then adjusted for net debt and further adjusted to add the net present value of net operating losses.

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Based on the outstanding shares of SailPoint common stock on a fully diluted basis as provided by SailPoint’s management, Morgan Stanley calculated the estimated implied value per share of SailPoint common stock as follows:

Precedent Transactions Multiples Analysis

Morgan Stanley performed a precedent transactions multiples analysis, which is designed to imply a value of a company based on publicly available financial terms. Morgan Stanley compared publicly available statistics for selected software transactions. Morgan Stanley selected such comparable transactions based on its professional judgment and experience, including because they shared certain characteristics with the Merger, most notably because they were similar software transactions since 2018. For such transactions, Morgan Stanley noted the multiple of aggregate value of the transaction to the estimated next 12 months’ (referred to as “NTM”) revenue based on publicly available information at the time of announcement or at the unaffected date of each such transaction.

The following is a list of the selected software transactions reviewed, together with the applicable multiples:

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Based on its analysis of the relevant metrics and time frame for each of the transactions listed above and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of the aggregate value to the estimated NTM revenue multiples of the transactions, and applied these ranges of multiples to the estimated calendar year 2022 revenue, based on the Street Consensus and Projections. The following table summarizes Morgan Stanley’s analysis:

No company or transaction utilized in the precedent transactions analysis is identical to SailPoint or the Merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond SailPoint’s control. These include, among other things, the impact of competition on SailPoint’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of SailPoint and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and fully diluted equity value of the transactions to which they are being compared. The fact that points in the range of implied present value per share of SailPoint derived from the valuation of precedent transactions were less than or greater than the $65.25 per share in cash to be received by holders of shares of SailPoint common stock (other than the holders of the Excluded Shares) is not necessarily dispositive in connection with Morgan Stanley’s analysis of the consideration for the Merger, but is one of many factors Morgan Stanley considered.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Board of Directors, including the following information described under the sections of this proxy statement captioned “The Merger—Opinion of Morgan Stanley & Co. LLC—Illustrative Precedent Premiums,” “The Merger—Opinion of Morgan Stanley & Co. LLC—Historical Trading Ranges” and “The Merger—Opinion of Morgan Stanley & Co. LLC—Equity Research Analysts’ Future Price Targets.”

Illustrative Precedent Premiums

Morgan Stanley performed an illustrative precedent transaction premiums analysis by reviewing software company transactions larger than $1 billion in aggregate value since 2014. For these transactions, Morgan Stanley noted the distributions of the following financial statistics, where available: (1) the implied premium to the acquired company’s closing share price on the last trading day prior to announcement (or the last full trading day prior to the share price being affected by acquisition rumors or similar merger-related news); and (2) the implied premium to the acquired company’s 52-week high closing share price prior to announcement.

Based on its analysis of the premia for such transactions and based upon the application of its professional judgment and experience, Morgan Stanley selected (1) a representative range of premia and applied such range to

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SailPoint’s closing share price on April 8, 2022 (the last full trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger) and (2) a representative range of premia and applied such range to SailPoint’s 52-week high closing share price:

Historical Trading Ranges

Morgan Stanley noted certain trading ranges with respect to the historical share prices of SailPoint common stock. Morgan Stanley reviewed a range of prices of the SailPoint common stock for various periods ending on April 8, 2022 (the last full trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger). Morgan Stanley observed the following:

Equity Research Analysts’ Future Price Targets

Morgan Stanley noted certain future public market trading price targets for SailPoint common stock prepared and published by equity research analysts prior to April 8, 2022 (the last full trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger). These targets reflected each analyst’s estimate of the future public market trading price of SailPoint common stock. The range of undiscounted analyst price targets for the SailPoint common stock was $45 to $70 per share as of various dates ranging from November 10, 2021 to April 4, 2022. Morgan Stanley then took the 25^th – 75^th percentile which was $60—$63 per share and discounted the range of analyst price targets per share for the SailPoint common stock by one year at a rate of 9.8%, which was the discount rate selected by Morgan Stanley, upon the application of its professional judgment and experience, to reflect SailPoint’s cost of equity, estimated using the CAPM method and utilizing a 6% market risk premium, a risk-free rate of 2.7% based on the 10-year U.S. Treasury yield as of April 8, 2022, and a 1.2 predicted beta per Barra. This analysis indicated an implied range of fully diluted equity values for SailPoint common stock of $54.63 to $57.36 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for SailPoint common stock, and these estimates are subject to uncertainties, including the future financial performance of SailPoint and future financial market conditions.

General

In connection with the review of the Merger by the Board of Directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any

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particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of SailPoint. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond SailPoint’s control. These include, among other things, the impact of competition on SailPoint’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of SailPoint and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the $65.25 per share in cash to be received by holders of shares of SailPoint common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement and in connection with the delivery of its opinion dated as of April 10, 2022 to the Board of Directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of SailPoint common stock might actually trade.

The $65.25 per share in cash to be received by holders of shares of SailPoint common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement was determined through arm’s-length negotiations between SailPoint and Parent and was approved by the Board of Directors. Morgan Stanley provided advice to the Board of Directors during these negotiations but did not, however, recommend any specific consideration to SailPoint or the Board of Directors, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the Merger. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or a recommendation as to how SailPoint Stockholders should vote at the Special Meeting.

Morgan Stanley’s opinion and its presentation to the Board of Directors was one of many factors taken into consideration by the Board of Directors to approve and adopt the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the consideration pursuant to the Merger Agreement or of whether the Board of Directors would have been willing to agree to a different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

The Board of Directors retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of SailPoint, Parent, Thoma Bravo and their respective affiliates, or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument. In addition, Morgan Stanley, its affiliates directors or officers, including individuals working with SailPoint in connection with the Merger, may have committed and may commit in the future to invest in private equity funds managed by Thoma Bravo or its affiliates and their affiliated funds’ respective portfolio companies (which we refer to collectively as the “Thoma Bravo Related Entities”).

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Under the terms of its engagement letter, Morgan Stanley provided SailPoint financial advisory services and an opinion, described in this section and attached to this proxy statement as Annex B, in connection with the Merger, and SailPoint has agreed to pay Morgan Stanley a fee of approximately $62 million for its services, $3 million of which was earned following delivery of the opinion described in this section and attached to this proxy statement as Annex B and the remainder of which is contingent upon the consummation of the Merger. In addition, upon the closing of the Merger, Morgan Stanley may receive additional value resulting from adjustments to the Capped Call Transactions between Morgan Stanley and SailPoint entered into in connection with SailPoint’s issuance of convertible notes due in 2024. SailPoint has also agreed to reimburse Morgan Stanley for its expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, SailPoint has agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses related to, arising out of or in connection with Morgan Stanley’s engagement, including certain liabilities under the federal securities laws.

In the thirty months prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have provided financial advisory and financing services for SailPoint and received aggregate fees of approximately $2 to $5 million in connection with such services. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have provided financing services for Thoma Bravo and the Thoma Bravo Related Entities, and have received aggregate fees of approximately $10 to $25 million in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to SailPoint, Thoma Bravo, Thoma Bravo Related Entities and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Capped Call Transactions

On September 19, 2019, in connection with the pricing of the Convertible Notes, SailPoint entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with each of Morgan Stanley & Co. LLC, Bank of America, N.A., Citibank, N.A., RBC Capital Markets, LLC and Jefferies International Limited or their respective affiliates (the “Capped Call Counterparties”). On September 20, 2019, in connection with the initial purchasers’ exercise of their option to purchase additional Convertible Notes, SailPoint entered into additional capped call transactions with the Capped Call Counterparties (the “Additional Capped Call Transactions” and, together with the Base Capped Call Transactions the “Capped Call Transactions”). The Capped Call Transactions initially covered, subject to customary anti-dilution adjustments, the number of shares of SailPoint common stock that initially underlie the Convertible Notes. The strike price of the Capped Call Transactions is $28.42 per share of SailPoint common stock, and the cap price of the Capped Call Transactions is $41.34 per share of SailPoint common stock, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are expected generally to reduce potential dilution to SailPoint Stockholders upon conversion of the Convertible Notes and/or offset the potential cash payments that SailPoint could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price.

If the Merger is consummated, holders of the Convertible Notes may convert their Convertible Notes, which would result in termination of the Capped Call Transactions. Under the terms of the documents governing the Capped Call Transactions, each Capped Call Counterparty would be obligated to pay SailPoint the “fair value” of the transaction, determined pursuant to the terms of the relevant Capped Call Transaction. Such termination value will be determined by each Capped Call Counterparty, in its capacity as the calculation agent under its Capped Call Transaction, acting in good faith and in a commercially reasonable manner. The amount of such early termination cash payment would depend on a variety of factors, including the remaining term of its Capped Call Transaction as of the date on which the Merger is consummated, the Per Share Merger Consideration, the volatility of SailPoint common stock prior to the announcement of the Merger, hedge unwind costs and applicable interest rates.

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In addition, following the announcement of the Merger, the Capped Call Counterparties may adjust the terms of the Capped Call Transactions, regardless of whether the Merger is consummated. Each Capped Call Counterparty may determine, in good faith and in a commercially reasonable manner, in its capacity as calculation agent with respect to its Capped Call Transaction, the economic effect of such an announcement on the value of its Capped Call Transaction and may take into account a number of factors, including, the date of the announcement (and the remaining term of its Capped Call Transaction at that time), the stock price of SailPoint common stock and changes in volatility, stock loan rate, liquidity and expected dividends of SailPoint common stock, in determining whether an adjustment to its Capped Call Transaction is appropriate. Each Capped Call Counterparty may make additional adjustments to its Capped Call Transaction following the announcement of a change to the Merger, including a withdrawal from, or the abandonment or discontinuation of, the Merger.

The indenture governing the Convertible Notes and the forms of confirmations containing the terms of the Capped Call Transactions were included as exhibits to SailPoint’s Current Report on Form 8-K filed by SailPoint with the SEC on September 25, 2019. All references in this section captioned “Capped Call Transactions” to share counts, conversion prices and strike prices may change from time to time in accordance with the terms of the relevant confirmations (the “Capped Call Confirmations”).

Management Projections

Summary of Projections

Except for financial outlooks with respect to the current fiscal quarter and year issued in connection with its ordinary course earnings announcements, SailPoint does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent unpredictability of the underlying assumptions, estimates and projections, especially over the longer term periods. In connection with the evaluation of the Merger, however, SailPoint’s management in January 2022 prepared certain unaudited, preliminary financial forecasts for SailPoint for fiscal years 2022 through 2026; these forecasts are defined elsewhere in this proxy statement as the “January 2022 Projections”. In March 2022, SailPoint’s management updated the January 2022 Projections to reflect SailPoint’s actual full year 2021 and fourth quarter 2021 financial results, which are referred to in this section as the “March 2022 Projections.” The January 2022 Projections and the March 2022 Projections were made available to Morgan Stanley and the March 2022 Projections were extrapolated through calendar year 2036 by Morgan Stanley with the guidance of SailPoint management (which extrapolations were reviewed and approved for Morgan Stanley’s use by SailPoint management) (such extrapolations and the March 2022 Projections, collectively, the “March 2022 Case”), in each case, in connection with the rendering of its opinion to the Board of Directors as described in the section of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC.” The March 2022 Case is referred to elsewhere in this proxy statement as the “Projections.” The January 2022 Projections and the March 2022 Case are referred to in this section collectively as the “Management Projections.” SailPoint is including a summary of both the January 2022 Projections and the March 2022 Case in order to provide SailPoint Stockholders with access to information that was made available to the Board of Directors and the Special Committee in connection with their evaluation of the Merger and the Per Share Merger Consideration. The January 2022 Projections and the March 2022 Projections were also made available to Parent and Merger Sub at Parent’s request in connection with their due diligence review, except that the Unlevered Free Cash Flow, Adjusted EBITDA and Stock-Based Compensation numbers were not made available to Parent or Merger Sub.

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The following tables present a summary of the January 2022 Projections and the March 2022 Case.

March 2022 Case

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January 2022 Projections

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Important Information Regarding the Management Projections

The Management Projections were developed by SailPoint management on a standalone basis without giving effect to the Merger and the other transactions contemplated by the Merger Agreement. Furthermore, the Management Projections do not take into account the effect of any failure of the transactions contemplated by the Merger Agreement to be completed and should not be viewed as accurate or continuing in that context. Although the Management Projections are presented with numerical specificity, they were based on numerous variables and assumptions made by SailPoint management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to SailPoint’s business, all of which are difficult or impossible to predict accurately and many of which are beyond SailPoint’s control. The Management Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management Projections, including, but not limited to, SailPoint’s performance, industry performance, general business and economic conditions, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, the ability to successfully pursue and complete acquisitions, and the various risks set forth in SailPoint’s reports filed with the SEC. There can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than the Management Projections. The Management Projections cover several years, and such information by its nature becomes less reliable with each successive year. In addition, the Management Projections will be affected by SailPoint’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management Projections reflect assumptions as to certain business decisions that are subject to change and cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Management Projections should not be regarded as an indication that SailPoint, Morgan Stanley, their respective officers, directors, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Management Projections will be necessarily predictive of actual future events. No representation is made by SailPoint or any other person regarding the Management Projections or SailPoint’s ultimate performance compared to such information. The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about SailPoint contained in SailPoint’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Management Projections, SailPoint Stockholders are cautioned not to place undue, if any, reliance on the Management Projections.

The Management Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to the preparation or presentation of prospective financial information. The Management Projections included in this proxy statement have been prepared by, and are the responsibility of, the Company’s management. Grant Thornton LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Management Projections and, accordingly, Grant Thornton LLP does not express an opinion or any other form of assurance with respect thereto. The Grant Thornton LLP report incorporated by reference into this proxy statement relates to the Company’s previously issued financial statements. It does not extend to the Management Projections and should not be read to do so.

Non-GAAP EBIT, Adjusted EBITDA (SBC burdened) and Unlevered Free Cash Flow contained in the Management Projections summarized above are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Management Projections were relied upon by Morgan Stanley for purposes of its opinion and by the Board of Directors and the Special Committee in connection with their evaluation of the Merger. The SEC rules which

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would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Morgan Stanley for purposes of its opinion or by the Board of Directors or the Special Committee in connection with their evaluation of the Merger. Accordingly, SailPoint has not provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by SailPoint may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The summary of such information above is included solely to give SailPoint Stockholders access to the information that was made available to the Board of Directors, the Special Committee, Morgan Stanley, Parent and Merger Sub, and is not included in this proxy statement in order to influence any SailPoint Stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to their shares of SailPoint common stock. In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, SailPoint does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

Interests of Executive Officers and Directors of SailPoint in the Merger

In considering the recommendation of the Board of Directors that SailPoint Stockholders vote to adopt the Merger Agreement, SailPoint Stockholders should be aware that certain of SailPoint’s non-employee directors and executive officers have interests in the Merger that are different from, or in addition to, those of SailPoint Stockholders generally. The Board of Directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, approving the Merger Agreement and the Merger, and recommending that the Merger Agreement be adopted by SailPoint Stockholders.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

For purposes of this disclosure, (1) SailPoint’s executive officers are: (i) Mark McClain, Chief Executive Officer; (ii) Colleen Healy, Chief Financial Officer; (iii) Matt Mills, President, Worldwide Field Operations; (iv) Chris

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Schmitt, Executive Vice President, General Counsel and Secretary; and (v) Grady Summers, Executive Vice President, Product and (2) SailPoint’s named executive officers are: (i) Mark McClain, Chief Executive Officer; (ii) Colleen Healy, Chief Financial Officer; (iii) Cam McMartin, former Interim Chief Financial Officer; (iv) Matt Mills, President, Worldwide Field Operations; (v) Jason Ream, former Chief Financial Officer; (vi) Chris Schmitt, Executive Vice President, General Counsel and Secretary; and (vii) Grady Summers, Executive Vice President, Product.

Although Jason Ream, SailPoint’s former Chief Financial Officer, is a named executive officer for purposes of this disclosure, Mr. Ream does not hold any unvested SailPoint equity awards and does not have any interests in the Merger except insofar as he may hold vested stock options or shares of SailPoint common stock.

As the amounts provided below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment and Quantification of Company Equity Awards

Company Options

At the Effective Time, each Vested Company Option will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (i) the Per Share Merger Consideration over (ii) the per share exercise price for such Vested Company Option by (y) the total number of shares of SailPoint common stock underlying such Vested Company Option, subject to applicable withholding taxes.

At the Effective Time, each Unvested Company Option will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (i) the Per Share Merger Consideration over (ii) the per-share exercise price for such Unvested Company Option by (y) the total number of shares of SailPoint common stock underlying such Unvested Company Option. Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, such Unvested Company Option Consideration amounts will vest and become payable at the same time as the Unvested Company Option from which such Unvested Company Option Consideration was converted would have vested pursuant to its terms and, subject to certain exceptions, will otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time with respect to the receipt of the Unvested Company Option Consideration.

Company RSUs

At the Effective Time, each Vested Company RSU will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of SailPoint common stock underlying such Vested Company RSU by (y) the Per Share Merger Consideration, subject to applicable withholding taxes.

At the Effective Time, each Unvested Company RSU will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest,

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equal to the product obtained by multiplying (x) the total number of shares of SailPoint common stock underlying such Unvested Company RSU by (y) the Per Share Merger Consideration. Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, such Unvested Company RSU Consideration amounts will vest and become payable at the same time as the Unvested Company RSU from which such Unvested Company RSU Consideration was converted would have vested pursuant to its terms and, subject to certain exceptions, will otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company RSU immediately prior to the Effective Time with respect to the receipt of the Unvested Company RSU Consideration.

Quantification of Company Equity Awards

At the Effective Time, each Vested Company RSU held by a non-employee member (the only equity award held by the non-employee members of the Board of Directors) of the Board of Directors will convert into Merger Consideration in the manner described above. Based on the assumptions described above under the section of this proxy statement captioned “—Interests of Executive Officers and Directors of SailPoint in the Merger—Certain Assumptions,” the estimated aggregate amounts that would become payable to SailPoint’s eight (8) non-employee directors in respect of their Vested Company RSUs is $1,470,735, which excludes any grants of Company RSUs that may be made by SailPoint to the non-employee directors following the date of this proxy statement.

At the Effective Time, each Unvested Company RSU and Unvested Company Option held by the executive officers will convert into cash awards of Unvested Company RSU Consideration and Unvested Company Option Consideration in the manner described above and will generally remain subject to the same time-based vesting conditions and other terms and conditions as were applicable immediately prior to the Effective Time. Each award of Unvested Company RSU Consideration and Unvested Company Option Consideration will vest in the event that an executive officer experiences a termination of employment by SailPoint without “cause” or by the executive officer for “good reason,” in either case, within three (3) months prior to the Change in Control Date or within the one (1) year following the Change in Control Date.

See the section of this proxy statement captioned “—Interests of Executive Officers and Directors of SailPoint in the Merger—Golden Parachute Compensation” for an estimate of the amounts that would become payable to each SailPoint named executive officer (including each SailPoint executive officer) in respect of his or her Unvested Company Options and Unvested Company RSUs.

Severance Pay Plan

SailPoint adopted a Severance Pay Plan under which each of the executive officers is eligible to receive certain severance payments benefits upon a qualifying termination of employment. The Severance Pay Plan generally provides that if the executive officer’s employment is terminated by SailPoint without “cause” or the executive officer terminates his or her employment with “good reason,” in either case, within three (3) months prior to the Change in Control Date or within one (1) year following the Change in Control Date, then the executive officer will be eligible to receive:

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The provision of payments and benefits described above is conditioned upon the executive officer’s execution of a release of claims. The Severance Pay Plan further provides that if an executive officer receives any amount that is subject to the “golden parachute” excise tax imposed pursuant to Section 280G and 4999 of the Code, the amount of the payments to be made to the executive officer will be reduced to the extent necessary to avoid imposition of the excise tax.

Transaction and Retention Bonus Programs

Under the Merger Agreement, SailPoint may establish a transaction program (the “Transaction Bonus Program”) and a retention program (the “Retention Program”) providing for cash bonuses in the aggregate amount not to exceed $5.0 million. Awards under the Transaction Bonus Program shall be allocated by SailPoint’s Chief Executive Officer and shall be paid as soon as administratively practicable after, but no later than thirty (30) days following, the Effective Time, subject to the participant’s continued service through the Effective Time. Awards under the Retention Program shall also be allocated by SailPoint’s Chief Executive Officer and shall be paid as soon as administratively practicable after, but no later than thirty (30) days following, the date that is six months following the Effective Time, subject to the participant’s continued service through the end of such six(6)-month period. As of the date of this proxy statement, none of the executive officers has received an award under the Transaction Bonus Program or the Retention Program.

Compensation Arrangements with Parent

As of the date of this proxy statement, none of SailPoint’s executive officers has discussed or entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates. Prior to or following the closing of the Merger, however, some or all of SailPoint’s executive officers may discuss or enter into agreements with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates.

Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, SailPoint’s directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of six (6) years following the Effective Time under directors’ and officers’ liability insurance policies from the surviving corporation. This indemnification and insurance coverage is further described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K under the Securities Act, the table below sets forth the compensation that is based on, or otherwise relates to, the Merger that will or may become payable to each named executive officer of SailPoint in connection with the Merger. Although Jason Ream, SailPoint’s former Chief Financial Officer, is a named executive officer for purposes of this disclosure, Mr. Ream terminated employment with SailPoint on February 28, 2022 and does not hold any unvested SailPoint equity awards and does not have any interests in the Merger except insofar as he may hold vested stock options or shares of SailPoint common stock. Accordingly, Mr. Ream has been omitted from the table below. For additional details regarding the terms of the payments and benefits described below, see the section of this proxy statement captioned “—Interests of Executive Officers and Directors of SailPoint in the Merger.”

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The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to completion of the Merger, including any equity award grants that may be made after the assumed effective time of May 16, 2022 . For purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

Pursuant to the Severance Pay Plan, each named executive officer’s Unvested Company Options and Unvested Company RSUs will become vested upon a termination of employment by SailPoint without “cause” or by the named executive officer for “good reason” within three (3) months prior to the Change in Control Date or within the twelve (12) months following the Change in Control Date. The amounts payable in respect of those Unvested Company Options and Unvested Company RSUs that become Vested Company Options and Vested Company RSUs and as a result of a qualifying termination of employment within three (3) months prior to the Change in Control Date or within the twelve (12) months following the Change in Control Date are “double-trigger” payments. For further details regarding the treatment of the Vested Company Options and Vested Company RSUs held by the named executive officers, see the section of this proxy statement captioned “—Interests of Executive Officers and Directors of SailPoint in the

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Merger—Treatment and Quantification of Company Equity Awards.” The estimated amount of each such payment is shown in the following table:

Special Committee Compensation

In consideration of the expected time and effort that would be required of the members of the Special Committee in evaluating a potential transaction, the Board of Directors determined that each other member of the Special Committee would receive additional compensation of $1,500 per meeting of the Special Committee. Such fees were payable whether or not a potential transaction was entered into or consummated by the Company. No other meeting fees or other compensation (other than reimbursement for reasonable expenses in connection with the discharge of their duties or their engagement of advisors) will be paid to the members of the Special Committee in connection with their service on the Special Committee.

Financing of the Merger

We presently anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $7.5 billion, which will be funded via equity and debt financing described below together with SailPoint’s cash on hand as of the Closing Date.

Parent and Merger Sub have represented to SailPoint that they will have available to them, together with SailPoint’s cash on hand, sufficient funds to pay the fees and expenses required to be paid at the closing of the Merger by Parent and Merger Sub under the Merger Agreement. This includes funds needed to: (1) pay SailPoint Stockholders the amounts due under the Merger Agreement for their SailPoint common stock, (2) make payments in respect of our outstanding Company Options payable at the closing of the Merger pursuant to the Merger Agreement and (3) make payments of all amounts required to be paid in connection with the Merger pursuant to the Convertible Notes Indenture and the Convertible Notes.

Parent and Merger Sub have obtained committed financing consisting of (i) equity to be provided by the Thoma Bravo Fund pursuant to the terms of the Equity Commitment Letter and (ii) debt financing to be provided pursuant to the Debt Commitment Letter by the Lenders. In connection with the Merger Agreement, Parent and Merger Sub have delivered to SailPoint copies of the Financing Letters. Notwithstanding anything in the Merger

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Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the financing contemplated by the Financing Letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the Merger Agreement.

Equity Financing

Pursuant to the Equity Commitment Letter, the Thoma Bravo Fund has committed to contribute or cause to be contributed to Parent at the closing of the Merger certain equity financing for the purpose of funding the Required Amounts. The obligations of the Thoma Bravo Fund to provide the equity financing under the Equity Commitment Letter is subject to a number of conditions, including, but not limited to: (i) the execution and delivery of the Merger Agreement, (ii) satisfaction or written waiver by SailPoint, Parent and Merger Sub, as applicable, of each the conditions to the obligations of SailPoint, Parent and Merger Sub to consummate the Merger set forth in Section 2.2 of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction of such conditions), (iii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement and (iv) the receipt of the debt financing contemplated by the Debt Commitment Letter or, if applicable, alternative debt financing or written confirmation that the debt financing contemplated by the Debt Commitment Letter or, if applicable, alternative debt financing, will be funded at the closing of the Merger if the equity financing under the Equity Commitment Letter is consummated at the closing of the Merger. We refer to the equity financing described in the preceding sentence as the “Equity Financing.”

The obligation of the Thoma Bravo Fund to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of: (i) the consummation of the closing of the Merger and the payment of the aggregate merger consideration, (ii) thirty (30) days following the termination of the Merger Agreement in accordance with its terms, and (iii) the occurrence of any event which, by the terms of the Guaranty, is an event which terminates the Thoma Bravo Fund’s obligations or liabilities under the Guaranty.

SailPoint is an intended and express third-party beneficiary of the Equity Commitment Letter solely with respect to enforcing Parent’s right to cause the commitment under the Equity Commitment Letter by the Thoma Bravo Fund to be funded to Parent in accordance with the Equity Commitment Letter, and to cause Parent to enforce its rights against the Thoma Bravo Fund to perform its funding obligations under the Equity Commitment Letter, in each case subject to (i) the limitations and conditions set forth in the Equity Commitment Letter and (ii) the terms and conditions of the Merger Agreement.

Debt Financing

The Debt Commitment Letter provides that the Lenders will provide, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, debt financing (the “Debt Financing”).

The proceeds of the Debt Financing will be used (i) to effect the Merger and related transactions on the Closing Date, (ii) to refinance the Credit Agreement among SailPoint, SailPoint Technologies, Inc., other loan parties thereto, lenders party thereto, Citibank, N.A., Royal Bank of Canada and Bank of America, N.A. dated as of March 11, 2019, as amended or supplemented from time to time (the “Existing Credit Agreement”), (iii) for working capital, capital expenditures and other general corporate purposes and (iv) to pay fees and expenses related to the Merger and related transactions.

The obligations of the Lenders to provide the Debt Financing under the Debt Commitment Letter are subject to a number of customary conditions, including, but not limited to (as applicable):

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As of the date hereof, the documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement.

Guaranty

Pursuant to the Guaranty, the Thoma Bravo Fund has agreed to guarantee the due, punctual and complete payment and performance of: (1) the aggregate amount of the Parent Termination Fee (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fee.”) solely if and when any of the Parent Termination Fee is payable pursuant to the Merger Agreement; (2) any enforcement expenses due by Parent pursuant to legal proceedings as a result of certain defaults under the Merger Agreement; (3) the reimbursement obligations of Parent pursuant to the indemnification obligations to SailPoint and its representatives in connection with debt financing; and (4) any and all damages, losses, costs and expenses resulting from Parent or Merger Sub’s willful and material breach of the Merger Agreement, subject to certain limitations. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” The obligations of the Thoma Bravo Fund under the Guaranty are subject to an aggregate cap equal to $431.1 million.

Subject to specified exceptions, the Guaranty will terminate upon the earliest of:

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Closing and Effective Time

The closing of the Merger will take place at 5:00 a.m., Pacific time, on the second (2nd) business day following the satisfaction or waiver of all conditions to closing of the Merger (as described in the section of this proxy statement captioned, “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing but subject to the satisfaction or waiver of such conditions.

Appraisal Rights

If the Merger is consummated, SailPoint Stockholders who continuously hold shares of SailPoint common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 the DGCL (“Section 262”). The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that SailPoint Stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of shares of SailPoint common stock unless otherwise expressly noted herein. Only a holder of record of shares of SailPoint common stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of SailPoint common stock held of record in the name of another person, such as a bank, broker, trust or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of SailPoint common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, if the Merger is completed, SailPoint Stockholders who: (i) submit a written demand for appraisal of their shares; (ii) do not vote in favor of the adoption of the Merger Agreement; (iii) continuously are the record holders of such shares through the Effective Time; and (iv) otherwise exactly follow the procedures set forth in Section 262, may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of SailPoint common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be “fair value,” if any, as determined by the court. However, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all SailPoint Stockholders who have asserted appraisal rights unless (a) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of SailPoint common stock as measured in accordance with subsection (g) of Section 262; or (b) the value of the aggregate Per Share Merger Consideration in respect of the shares of SailPoint common stock for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (a) and (b) referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will compound quarterly and accrue at 5% over the Federal Reserve System (the “Federal Reserve”) discount rate (including any surcharge) as established from time to time during the period from the Effective Time through the date the judgment is paid. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each stockholder entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders who was

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such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes SailPoint’s notice to SailPoint Stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any SailPoint Stockholder who wishes to exercise appraisal rights, or who wishes to preserve his, her or its right to do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A SailPoint Stockholder who loses his, her or its appraisal rights will be entitled to receive the Per Share Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of SailPoint common stock, SailPoint believes that if a SailPoint Stockholder considers exercising such rights, that SailPoint Stockholder should seek the advice of legal counsel.

SailPoint Stockholders wishing to exercise the right to seek an appraisal of their shares of SailPoint common stock must do ALL of the following:

In addition, one of the ownership thresholds must be met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, a SailPoint Stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote his, her or its shares.

Filing Written Demand

Any SailPoint Stockholder wishing to exercise appraisal rights must deliver to SailPoint, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to SailPoint Stockholders, a written demand for the appraisal of the SailPoint Stockholder’s shares, and that SailPoint Stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A holder of shares of SailPoint common stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the SailPoint Stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a SailPoint Stockholder who submits a proxy and who wishes to exercise appraisal rights must ensure that the proxy submitted contains instructions to vote against the adoption of the Merger Agreement or abstain from voting. Neither voting against the adoption of the Merger Agreement nor abstaining from voting on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A SailPoint Stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of SailPoint Stockholders will constitute a waiver of appraisal rights.

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Only a SailPoint Stockholder of record is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of SailPoint common stock must be executed by or on behalf of the holder of record, and must reasonably inform SailPoint of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one (1) person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two (2) or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

SAILPOINT STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

SailPoint Technologies Holdings, Inc.

Attention: General Counsel

11120 Four Points Drive, Suite 100

Austin, Texas 78726

Any SailPoint Stockholder who has delivered a written demand to SailPoint and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Per Share Merger Consideration offered pursuant to the Merger Agreement by delivering to SailPoint a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any SailPoint Stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any SailPoint Stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such SailPoint Stockholder’s demand for appraisal and to accept the Per Share Merger Consideration within sixty (60) days after the Effective Time. If an appraisal proceeding is commenced and SailPoint, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any SailPoint Stockholder who withdraws such SailPoint Stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a SailPoint Stockholder, the SailPoint Stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Per Share Merger Consideration being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within ten (10) days after the Effective Time, the Surviving Corporation will notify each holder of shares of SailPoint common stock who has properly made a written demand for appraisal pursuant

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to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within one hundred twenty (120) days after the Effective Time, but not thereafter, the Surviving Corporation or any SailPoint Stockholder who has complied with Section 262 and is entitled to seek appraisal under Section 262 (including for this purpose any beneficial owner of the relevant shares) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a SailPoint Stockholder (or beneficial owner), demanding a determination of the “fair value” of the shares held by all dissenting SailPoint Stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and SailPoint Stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the “fair value” of the shares of SailPoint common stock. Accordingly, any SailPoint Stockholder who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of SailPoint common stock within the time and in the manner prescribed in Section 262. The failure of a holder of SailPoint common stock to file such a petition within the period specified in Section 262 could nullify the SailPoint Stockholder’s previous written demand for appraisal.

Within one hundred twenty (120) days after the Effective Time, any holder of shares of SailPoint common stock who has complied with the requirements of Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which SailPoint has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting SailPoint Stockholder within ten (10) days after receipt by the Surviving Corporation of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of SailPoint common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a SailPoint Stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of SailPoint common stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all SailPoint Stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of SailPoint Stockholders shown on the written statement described above at the addresses stated therein. Such notice will also be published at least one (1) week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the court. The costs of these notices are borne by the Surviving Corporation. After notice to SailPoint Stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those SailPoint Stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require SailPoint Stockholders who demanded payment for their shares to submit their stock certificates (if any) to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any SailPoint Stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that SailPoint Stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all SailPoint Stockholders who have asserted appraisal rights if neither of the ownership thresholds is met.

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Determination of “Fair Value”

After determining SailPoint Stockholders entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to SailPoint Stockholders seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of SailPoint common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the “fair value.” In determining “fair value,” the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will compound quarterly and accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period from the Effective Time through the date the judgment is paid. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each SailPoint Stockholder entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining “fair value” in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Supreme Court of Delaware stated that, in making this determination of “fair value,” the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that “fair value” is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Supreme Court of Delaware stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting SailPoint Stockholder’s exclusive remedy.

SailPoint Stockholders considering seeking appraisal should be aware that the “fair value” of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the Per Share Merger Consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the Per Share Merger Consideration payable in a Merger is not an opinion as to, and does not in any manner address, “fair value” under Section 262. No representation is made as to the outcome of the appraisal of “fair value” as determined by the Delaware Court of Chancery, and SailPoint Stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Merger Consideration. Neither SailPoint nor Parent anticipates offering more than the Per Share Merger Consideration to any SailPoint Stockholder exercising appraisal rights, and each of SailPoint and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of SailPoint common stock is less than the Per Share Merger Consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to SailPoint Stockholders seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged

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upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a SailPoint Stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a SailPoint Stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any SailPoint Stockholder who demands appraisal of his, her or its shares of SailPoint common stock under Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the stockholder’s shares of SailPoint common stock will be deemed to have been converted at the Effective Time into the right to receive the Per Share Merger Consideration. A SailPoint Stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time, if neither of the ownership thresholds described above has been satisfied as to SailPoint Stockholders seeking appraisal rights or if the SailPoint Stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Per Share Merger Consideration in accordance with Section 262.

From and after the Effective Time, no SailPoint Stockholder who has demanded appraisal rights will be entitled to vote such shares of SailPoint common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of SailPoint common stock, if any, payable to SailPoint Stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above has been satisfied as to SailPoint Stockholders seeking appraisal rights, or if the SailPoint Stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within sixty (60) days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such SailPoint Stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any SailPoint Stockholder without the approval of the court, and such approval may be conditioned upon such terms as the court deems just; provided, however, that the foregoing shall not affect the right of any SailPoint Stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such SailPoint Stockholder’s demand for appraisal and to accept the terms offered upon the Merger within sixty (60) days after the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a SailPoint Stockholder’s statutory appraisal rights. Consequently, any SailPoint Stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain U.S. federal income tax consequences of the Merger that may be relevant to SailPoint Stockholders whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of SailPoint common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). For purposes of this discussion, a “holder” means either a U.S. Holder (as defined below) or a Non-U.S. Holder (as defined below) or both, as the context may require.

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This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular facts and circumstances, nor does it address any consequences to holders subject to special rules under the U.S. federal income tax laws, such as:

This discussion does not address any U.S. federal tax consequences other than those pertaining to the income tax (such as estate, gift or other non-income tax consequences) or any state, local or non-U.S. income or non-income tax consequences, or the consequences of the Medicare tax on net investment income. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of SailPoint common stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding shares of SailPoint common stock and partners therein should consult their own tax advisors regarding the consequences of the Merger to their particular circumstances.

No ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. This summary is not binding on the IRS or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

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U.S. Holders

This section applies to “U.S. Holders.” For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of SailPoint common stock that is, for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of SailPoint common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares of SailPoint common stock surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of SailPoint common stock. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the Merger. A reduced tax rate on capital gain will generally apply to long-term capital gain of a non-corporate U.S. Holder. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

This section applies to “Non-U.S. Holders.” For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of shares of SailPoint common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment, such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local and non-U.S. tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder pursuant to the Merger will generally not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder that

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furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute successor form) or (ii) a Non-U.S. Holder that provides a certification of such Non-U.S. Holder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability; provided that the required information is timely furnished to the IRS.

HOLDERS OF SAILPOINT COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGER TO THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

Regulatory Approvals Required for the Merger

General

SailPoint and Parent have agreed to take all action necessary to comply with all regulatory notification requirements, and, subject to certain limitations, to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include approval under the HSR Act and any other applicable antitrust laws (whether domestic or foreign).

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until SailPoint and Thoma Bravo Fund XV-a, L.P. each files a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification and report forms. If the FTC or DOJ issues a request for additional information and documents (which we refer to as a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request.

SailPoint and Thoma Bravo Fund XV-a, L.P. each filed a Notification and Report Form under the HSR Act with respect to the Merger with the FTC and DOJ on April 29, 2022. The HSR waiting period is expected to expire at 11:59 p.m., Eastern time on May 31, 2022.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC, the DOJ or any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or seeking to require the parties to license or hold separate assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

Other Regulatory Approvals

The Merger is subject to the expiration of the applicable review periods under, or the receipt of approvals or clearances under, the relevant foreign investment laws of Australia and the United Kingdom, in each case unless a relevant exemption applies. In addition, relevant regulatory bodies could take action under other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking

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to enjoin or otherwise prevent the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the Merger on regulatory grounds will not be made or, if such a challenge is made, that it would not be successful.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by SailPoint, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between SailPoint, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of SailPoint, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of SailPoint, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding SailPoint, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding SailPoint and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time (as defined in the section of this proxy statement captioned “—Closing and Effective Time”): (i) Merger Sub will be merged with and into SailPoint, with SailPoint becoming a wholly owned subsidiary of Parent; (ii) the separate corporate existence of Merger Sub will thereupon cease; and (iii) SailPoint will continue as the Surviving Corporation. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of SailPoint and Merger Sub, and all of the debts, liabilities and duties of SailPoint and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

At the Effective Time, the initial directors of the Surviving Corporation will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified. At the Effective Time, the initial officers of the Surviving Corporation will be the officers of SailPoint as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly appointed. At the Effective Time, the certificate of incorporation of SailPoint as the Surviving Corporation will be amended and restated in its entirety to read substantially identically to the certificate of incorporation of Merger Sub as in

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effect immediately prior to the Effective Time, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended.

Closing and Effective Time

The closing of the Merger (the “Closing”) will take place at 5:00 a.m., Pacific time, on the second (2nd) business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the caption, “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the Merger) or such other time agreed to in writing by Parent, SailPoint and Merger Sub.

On the Closing Date, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Effective Time will be the time at which the Merger will become effective.

Merger Consideration

SailPoint Common Stock

At the Effective Time, and without any action required by any SailPoint Stockholder, each share of SailPoint common stock (other than Excluded Shares, which include, for example, shares of SailPoint common stock owned by SailPoint Stockholders who have properly and validly exercised their statutory rights of appraisal under Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and extinguished, and automatically converted into the right to receive the Per Share Merger Consideration, less any applicable withholding taxes.

Treatment of Company Equity Awards

The Merger Agreement provides that SailPoint’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time:

Company Options

Each Vested Company Option will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (i) the Per Share Merger Consideration over (ii) the per share exercise price for such Vested Company Option by (y) the total number of shares of SailPoint common stock underlying such Vested Company Option, subject to any required withholding of taxes.

Each Unvested Company Option will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (i) the Per Share Merger Consideration over (ii) the per share exercise price for such Unvested Company Option by (y) the total number of shares of SailPoint common stock underlying such Unvested Company Option. Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, such Unvested Company Option Consideration amounts will vest and become payable at the same time as the Unvested Company Option from which such Unvested Company Option Consideration was converted would have vested pursuant to its terms and, subject to certain exceptions, will otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time with respect to the receipt of the Unvested Company Option Consideration.

Company RSUs

Each Vested Company RSU will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product

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obtained by multiplying (x) the total number of shares of SailPoint common stock underlying such Company RSU by (y) the Per Share Merger Consideration, subject to any required withholding of taxes.

Each Unvested Company RSU will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of SailPoint common stock underlying such Unvested Company RSU by (y) the Per Share Merger Consideration. Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, such Unvested Company RSU Consideration amounts will vest and become payable at the same time as the Unvested Company RSU from which such Unvested Company RSU Consideration was converted would have vested pursuant to its terms and, subject to certain exceptions, will otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company RSU immediately prior to the Effective Time with respect to the receipt of the Unvested Company RSU Consideration.

Treatment of Company ESPP

In accordance with the terms of the Merger Agreement, on April 10, 2022 , the Board of Directors adopted resolutions providing that with respect to the Company ESPP, (i) participation in the Company ESPP will be limited to those employees who are participants on the date of the Merger Agreement, (ii) participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the Merger Agreement or make any separate non-payroll contributions to the Company ESPP on or following the date of the Merger Agreement, (iii) no offering period will be commenced after the date of the Merger Agreement, (iv) each then outstanding purchase right shall be exercised as of the earlier of (A) the end of the offering period in effect on the date of the Merger Agreement or (B) ten (10) days prior to the date on which the Effective Time occurs, and (v) the Company ESPP will terminate immediately prior to, but contingent upon the occurrence of, the Effective Time, but subsequent to the exercise of purchase rights on such purchase date (in accordance with the terms of the Company ESPP). On such exercise date, SailPoint will apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of SailPoint common stock in accordance with the terms of the Company ESPP and each share purchased thereunder immediately prior to the Effective Time will be canceled at the Effective Time and converted into the right to receive the Per Share Merger Consideration, subject to withholding of any applicable withholding taxes. Any accumulated contributions of each participant under the Company ESPP as of immediately prior to the Effective Time will, to the extent not used to purchase shares in accordance with the terms and conditions of the Company ESPP, be refunded to such participant as promptly as practicable following the Effective Time (without interest).

Treatment of Convertible Securities

The Merger Agreement provides that, on the Closing Date, Parent, Merger Sub and SailPoint are required, as and to the extent required by the Convertible Notes Indenture (as defined in the section of this proxy statement captioned “—Financing of the Merger”), execute, and use reasonable best efforts to cause the trustee to execute, any supplemental indenture(s) required by the Convertible Notes Indenture and deliver any certificates and other documents required by the Convertible Notes Indenture to be delivered by such persons in connection with such supplemental indenture(s). SailPoint is required to use its reasonable best efforts to provide Parent and its counsel reasonable opportunity to review and comment on any notices, certificates, press releases, supplemental indentures, or other documents or instruments deliverable pursuant to the Convertible Notes Indenture prior to the dispatch or making thereof and to incorporate all reasonable comments provided by Parent and its counsel with respect thereto.

Prior to the Effective Time, SailPoint is required to (i) use reasonable best efforts to facilitate the settlement of the Capped Call Transactions (as defined in the section of this proxy statement captioned “The Merger—Capped Call Transactions”) at or promptly following the Effective Time as reasonably requested by Parent and (ii) use

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reasonable best efforts to cooperate with Parent with respect to Parent’s efforts to negotiate any termination payments or valuations related to the settlement of the Capped Call Transactions that is effective at or after the Effective Time; provided that SailPoint will not (x) agree to amend, modify or waive any terms relating to, or agree to any amount due upon the termination or settlement of, the Capped Call Transactions (except for amounts due upon exercise or termination of the Capped Call Transactions in accordance with their terms in connection with conversions of the Convertible Notes prior to the Effective Time) or (y) initiate or continue discussions or negotiations with the counterparties to the Capped Call Transactions or any of their respective affiliates or any other person regarding termination or settlement of the Capped Call Transactions, in each case, without the prior written consent of Parent, and to the extent any such discussions or negotiations have occurred prior to date hereof, provide Parent with reasonable detail regarding the substance of all such discussions or negotiations and copies of any documentation sent or received in connection therewith (however, limitations in the immediately preceding clauses (x) and (y) will not apply to any modification, adjustment or termination made unilaterally by any of the counterparties to the Capped Call Transactions pursuant to the terms of the applicable Capped Call Confirmations (as defined in the section of this proxy statement captioned “The Merger—Capped Call Transactions”) or conditioned on termination or abandonment of the Merger Agreement); and nothing in the Merger Agreement requires SailPoint to (A) make any payment with respect to the termination or settlement of any Capped Call Transaction as a result of the Merger prior to the occurrence of the Effective Time or (B) enter into any instrument or agreement relating to the termination or settlement of the Capped Call Transactions, or agree to any change or modification to any Capped Call Confirmations, that is effective prior to the Effective Time. SailPoint is required to promptly provide Parent with all written notices or other documents received by it with respect to any determination, cancellation, termination, exercise, settlement, adjustment or computation under, or in connection with any discussions or negotiations related to, the Capped Call Transactions and granted permission to Parent and its counsel and advisors to, at any time, initiate and engage in discussions and negotiations with the counterparties to the Capped Call Transactions regarding the settlement of the Capped Call Transactions at or promptly following the Effective Time and the terms of such settlement; provided that SailPoint and its counsel will, to the extent reasonably practicable, have a reasonable opportunity to participate in such discussions and negotiations.

Prior to the Effective Time, SailPoint is required to take all actions as may be required by the terms of the applicable Capped Call Transactions or applicable law, including the giving of any written notices or communication in connection with the Merger and/or any conversions and/or repurchases of the Convertible Notes or any adjustment under the Convertible Notes Indenture or occurring as a result of or in connection with the transactions contemplated by the Merger Agreement. SailPoint is required to use its reasonable best efforts to provide Parent and its counsel reasonable time and opportunity to review any such written notice or communication prior to the dispatch or making thereof and shall incorporate all reasonable comments provided by Parent and its counsel with respect thereto.

Exchange and Payment Procedures

Prior to the closing of the Merger, Parent will designate a U.S. bank or trust company, approved in advance by SailPoint (the “Paying Agent”) to make payments of the Per Share Merger Consideration to SailPoint Stockholders. At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Paying Agent cash sufficient to pay the aggregate Per Share Merger Consideration to SailPoint Stockholders.

As soon as reasonably practicable following the Effective Time (and in any event within five (5) business days), the Parent shall cause the Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) a letter of transmittal in customary form and instructions for use in effecting the surrender of such holder’s shares of SailPoint common stock represented by such holder’s certificate(s) or book-entry shares in exchange for the Per Share Merger Consideration payable in respect of such shares. The amount of any Per Share Merger Consideration paid to SailPoint Stockholders may be reduced by any applicable withholding taxes.

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Representations and Warranties

The Merger Agreement contains representations and warranties of SailPoint, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by SailPoint are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to SailPoint, any event, change, occurrence, effect or development that, individually or taken together with all other events, changes, occurrences, effects or developments that occurred prior to the date of the occurrence of such an effect, is or would reasonably be expected to have a material adverse effect on the business, operations or financial condition of SailPoint and its subsidiaries as a whole, or would reasonably be expected to prevent, materially impair or materially delay the consummation by SailPoint of the Merger prior to the End Date, except that no events, changes, occurrences, effects or developments relating to or resulting from the following matters (by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur:

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except, with respect to bullets 1, 3-4, and 8-11 above (other than, in the case of bullets 4 or 10, any change, event, effect or circumstance with respect to COVID-19 or the COVID-19 Measures or any escalation or worsening thereof (including any subsequent wave(s))) to the extent that such change, event, effect or circumstance has had a materially disproportionate adverse effect on SailPoint and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which SailPoint and its subsidiaries operate, in which case only the incremental material and disproportionate adverse impact may be taken into account in determining whether there has occurred a Company Material Adverse Effect.

In the Merger Agreement, SailPoint has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to SailPoint that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things: