What the changes say
- SailPoint added risks regarding AI adoption, heightened geopolitical cyber attacks, and international IP enforcement.
- Debt facilities were restructured to a 5-year 250.0 million dollar credit facility.
What changed since the prior 10-K
New
- NewRisks Related to Our Technology and Our Intellectual Property Rights
connection with AI systems, will depend on our implementation, maintenance, monitoring, and enforcement of appropriate technical and administrative safeguards, policies, and procedures governing the use of AI in our business
The use of AI introduces legal, copyright, and cybersecurity liability risks that could restrict our deployment of AI solutions.
- NewRisks Related to Our Technology and Our Intellectual Property Rights
harm our reputation and adversely affect our business, financial condition, and results of operations, and as we grow, we may become a more attractive target for cyber attacks
Our growing footprint as an identity security solutions provider makes us a target for state-sponsored and criminal cyber attacks.
- NewRisks Related to Our Technology and Our Intellectual Property Rights
unauthorized disclosure, misappropriation, use, or other violation of our trade secrets, confidential information, and other proprietary rights or technologies
Foreign jurisdictions may not protect our intellectual property rights as effectively as the United States, risking unauthorized use.
Dropped
- DroppedRisks Related to Our Business and Industry
our channel partners if we are unable to retain our existing channel partners and expand their sales or add additional motivated channel partners
- DroppedRisks Related to Our Business and Industry
future periods. Accordingly, the effect of significant downturns in sales and market acceptance of our solutions and potential changes in our rate of renewals may not be fully reflected in our operating results until future periods
- DroppedRisks Related to Ownership of Our Common Stock
A significant portion of our total outstanding shares of common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well
Reworded
- 84% rewrittenRisks Related to Our Business and Industry
If we are unable to maintain successful relationships with our channel partners, our ability to market, sell, distribute, and implement our solutions will be limited, and our business, financial condition, and operating results would be adversely affected
Added specific language regarding non-exclusive channel partners and the risk of partners favoring competitor products.
- 56% rewrittenRisks Related to Our Technology and Our Intellectual Property Rights
If we fail to obtain, maintain, protect, defend, or adequately enforce our intellectual property or proprietary rights, our competitive position could be impaired, and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights
Updated introductory phrasing on intellectual property protection mechanisms without altering core scope.
- 49% rewrittenRisks Related to Our Business and Industry
We recognize most of our revenue ratably over the term of our agreements with customers and, as a result, downturns or upturns in sales may not be immediately reflected in our operating results
Shifted SaaS and subscription transition context to focus primarily on ratable revenue recognition.
- 41% rewrittenRisks Related to Our Business and Industry
If we are not able to maintain and enhance our brand or reputation as an industry leader and innovator, our business and operating results may be adversely affected
Expanded brand reputation risk to include a rapidly evolving market landscape with changing buyer preferences and new technologies.
- 32% rewrittenRisks Related to Indebtedness
We may incur significant indebtedness, which could reduce our strategic flexibility and liquidity and may have other adverse effects on our results of operations
Updated credit facilities to reference the 2025 Credit Agreement providing a 250.0 million dollar revolving credit facility, replacing the prior 1.59 billion dollar term loan.
- 32% rewrittenRisks Related to Our Business and Industry
Our failure to achieve and maintain an effective system of disclosure controls and internal control over financial reporting could adversely affect our financial position and lower our stock price
Maintained disclosure control risk language under Nasdaq and Sarbanes-Oxley requirements.
- 25% rewrittenRisks Related to Our Business and Industry
We anticipate that our operations will continue to increase in complexity as we grow, which will add additional challenges to the management of our business in the future
Updated headcount and customer metrics, reflecting employee growth from 2,379 to 3,229 and customers to approximately 3,235 as of January 31, 2026.
- 23% rewrittenRisks Related to Our Business and Industry
We have experienced rapid growth in recent periods, and our recent growth rates may not be indicative of our future growth
Updated revenue growth figures to reflect growth from 699.6 million dollars to 1.1 billion dollars between fiscal years 2024 and 2026.
All 57 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01We have experienced rapid growth in recent periods, and our recent growth rates may not be indicative of our future growth23% rewritten
- 02Our future revenues and operating results will be harmed if we are unable to acquire new customers, if our customers do not renew their arrangements with us, if we are unable to expand sales to our existing customers, or if we are unable to develop new solutions that achieve market acceptance
- 03If the market for identity security solutions does not grow, our ability to grow our business and our results of operations may be adversely affected
- 04If we are unable to maintain successful relationships with our channel partners, our ability to market, sell, distribute, and implement our solutions will be limited, and our business, financial condition, and operating results would be adversely affected84% rewritten
- 05Our quarterly results fluctuate significantly and may not fully reflect the underlying performance of our business
- 06Our sales cycle is long and unpredictable, and our sales efforts require considerable time and expense
- 07We recognize most of our revenue ratably over the term of our agreements with customers and, as a result, downturns or upturns in sales may not be immediately reflected in our operating results49% rewritten
- 08We expect our revenue mix and certain business factors to impact the amount of revenue recognized period to period, which could make period-to-period revenue comparisons not meaningful and difficult to predict
- 09We face intense competition in our market, both from larger, well-established companies and from emerging companies and technologies, and we may lack sufficient financial and other resources to maintain and improve our competitive position
- 10We anticipate that our operations will continue to increase in complexity as we grow, which will add additional challenges to the management of our business in the future25% rewritten
- 11Seasonality may cause fluctuations in our sales, results of operations, and remaining performance obligations
- 12Our failure to achieve and maintain an effective system of disclosure controls and internal control over financial reporting could adversely affect our financial position and lower our stock price32% rewritten
- 13If we are not able to maintain and enhance our brand or reputation as an industry leader and innovator, our business and operating results may be adversely affected41% rewritten
- 14Sales to enterprise customers involve risks that may not be present or that are present to a lesser extent with respect to sales to smaller organizations
- 15At January 31, 2026, we had customers in over 65 countries and employees in 24 countries, and we intend to continue expanding our international sales and marketing operations
- 16Unfavorable conditions in our industry or the global economy, including those caused by the ongoing conflicts around the world, or reductions in technology spending, could limit our ability to grow our business and negatively affect our results of operations
- 17Any failure to offer high-quality customer support may adversely affect our relationships with our customers and our financial results
- 18If we fail to meet contractual commitments related to response time, service level commitments, or quality of professional services, we could be obligated to provide credits for future service or face contract termination, which could adversely affect our business, operating results, and financial condition
- 19Our business depends, in part, on sales to the public sector, which are subject to a number of challenges and risks, and significant changes in the contracting or fiscal policies of the public sector could have an adverse effect on our business
- 20The occurrence of any of the foregoing could cause governments, governmental agencies, and others in the public sector to delay or refrain from purchasing our solutions or otherwise have an adverse effect on our business, operating results, and financial condition
- 21Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and harm our operating results
- 22If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected
- 23Changes in existing financial accounting standards or practices, or taxation rules or practices, may harm our operating results
- 24We track certain business and operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and materially adversely affect our stock price, business, results of operations, and financial condition
- 25If our solutions fail to help our customers achieve and maintain compliance with certain government regulations and industry standards, our business and operating results could be materially and adversely affected
- 26Our success depends on the experience and expertise of our senior management team and key employees. If we are unable to hire, retain, train, and motivate our personnel, or to maintain our corporate culture, our business, operating results, and prospects may be harmed
- 27We are exposed to fluctuations in currency exchange rates, which could negatively affect our results of operations
- 28Our business could be disrupted by catastrophic events
Risks Related to Our Technology and Our Intellectual Property Rights
- 29connection with AI systems, will depend on our implementation, maintenance, monitoring, and enforcement of appropriate technical and administrative safeguards, policies, and procedures governing the use of AI in our businessNew
- 30harm our reputation and adversely affect our business, financial condition, and results of operations, and as we grow, we may become a more attractive target for cyber attacksNew
- 31Interruptions, outages, or other disruptions affecting the delivery of our SaaS solution, or any of the third-party cloud-based systems that we use in our operations, may adversely affect our business, operating results, and financial condition
- 32If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements, or preferences, our platform and solutions may become less competitive
- 33Real or perceived errors, failures, or disruptions in our platform and solutions could adversely affect our customers’ satisfaction with our solutions and/or our industry reputation and business could be harmed
- 34If our platform and solutions do not effectively interoperate with our customers’ existing or future IT infrastructure and applications, implementations could be delayed or cancelled, which would harm our business
- 35Incorrect or improper implementation or use of our platform and solutions could result in customer dissatisfaction and harm our business, financial condition, and results of operations
- 36If we fail to obtain, maintain, protect, defend, or adequately enforce our intellectual property or proprietary rights, our competitive position could be impaired, and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights56% rewritten
- 37unauthorized disclosure, misappropriation, use, or other violation of our trade secrets, confidential information, and other proprietary rights or technologiesNew
- 38Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, misappropriation, or violation as well as other losses
- 39Our use of “open source” software could negatively affect our ability to sell our solutions and subject us to possible litigation
Risks Related to Indebtedness
- 40We may incur significant indebtedness, which could reduce our strategic flexibility and liquidity and may have other adverse effects on our results of operations32% rewritten
- 41The terms, conditions, and restrictions contained in the 2025 Credit Agreement could expose us to risks that could adversely affect our liquidity and financial condition or otherwise adversely affect our operating results
- 42Interest rate fluctuations may have a material adverse effect on our business, results of operations, financial condition, and cash flows
Risks Related to Laws and Regulations
- 43We will face risks associated with the growth of our business with certain heavily regulated industry verticals
- 44Regulatory and legislative developments related to the use of AI could adversely affect our use of such technologies in our solutions and business
- 45Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences
- 46We are subject to governmental export controls and economic sanctions laws that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws
- 47Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would harm our operating results
- 48Our ability to use net operating losses and other tax attributes to offset future taxable income may be subject to certain limitations
- 49Increased and complex scrutiny of environmental, social, governance, and sustainability (“ESG”) matters may require us to incur additional costs or otherwise adversely impact our business
Risks Related to Ownership of Our Common Stock
- 50The trading price of our common stock could be volatile, which could cause the value of your investment to decline
- 51If securities analysts or industry analysts were to downgrade our stock, publish negative research or reports, or fail to publish reports about our business, our competitive position could suffer and our stock price and trading volume could decline
- 52Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans, or otherwise will dilute all other stockholders
- 53We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock
- 54Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders
- 55Thoma Bravo controls us, and its interests may conflict with ours or yours in the future
- 56We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock
- 57We are a controlled company within the meaning of the rules of Nasdaq and, as a result, qualify for and are relying on exemptions from certain corporate governance requirements
Other SailPoint 10-Ks
- FY2025 10-K risk factors57 risks
SailPoint relies heavily on acquiring and retaining identity security customers, maintaining channel partner networks, and managing rapid business growth.
Filed Mar 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.