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Samsara (NYSE: IOT) completes reincorporation and adopts Nevada charter

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Samsara Inc. has changed its legal home from Delaware to Nevada through a reincorporation that became effective on June 1, 2026, at 12:02 a.m. Pacific Time. The company states this move does not change its business operations, management, employees, assets, liabilities, or material contracts, other than incurring related costs.

Each share of Delaware Class A and Class B common stock converted on a one-for-one basis into corresponding Nevada Class A and Class B common stock with the same par value of $0.0001 per share, and all outstanding stock-based awards similarly converted into rights over Nevada shares under the same terms. Samsara’s Class A common stock continues to trade on the New York Stock Exchange under the symbol IOT.

The company adopted new Nevada articles of incorporation and bylaws and entered into a new form of indemnification agreement with each director and executive officer. Additional details on the plan of conversion, Nevada charter, and bylaws are provided in an information statement filed on May 11, 2026 and in the exhibits to this report.

Positive

  • None.

Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective time of reincorporation June 1, 2026, 12:02 a.m. Pacific Time Time when Delaware-to-Nevada reincorporation became effective
Par value per share $0.0001 per share Par value of Class A and Class B common stock before and after move
Share conversion ratio 1-for-1 Each Delaware Class A and Class B share became one Nevada share of same class
Information Statement filing date May 11, 2026 Date of Information Statement describing plan of conversion and effects
Exhibit 2.1 Plan of Conversion Filed as an exhibit detailing the reincorporation structure
Exhibit 10.1 Indemnification Agreement form New form of indemnification agreement for directors and executive officers
Reincorporation regulatory
"the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”)"
Plan of Conversion regulatory
"A more detailed description of the Plan of Conversion, Nevada Charter, Nevada Bylaws"
A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.
Nevada Charter regulatory
"articles of incorporation filed with the Secretary of State of the State of Nevada (the “Nevada Charter”)"
Nevada Bylaws regulatory
"the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”)"
indemnification agreement financial
"the Company also entered into a new indemnification agreement with each of its executive officers and directors"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
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Understanding 8-K Material Events →
false00016428961/3000016428962026-06-012026-06-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2026
SAMSARA INC.
(Exact name of registrant as specified in its charter)
Nevada
001-41140
47-3100039
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1 De Haro Street
San Francisco, California 94107
(Address of principal executive offices, including zip code)
(415) 985-2400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per shareIOTThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 3.03    Material Modification to Rights of Shareholders.
On May 28, 2026, Samsara Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on June 1, 2026, at 12:02 a.m. Pacific Time (the “Effective Time”). At the Effective Time:

•the Company’s state of incorporation changed from the State of Delaware to the State of Nevada; and
•the affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing amended and restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Nevada and the articles of incorporation filed with the Secretary of State of the State of Nevada (the “Nevada Charter”) and the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”).
The Reincorporation did not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the costs related to the Reincorporation). The Reincorporation did not materially affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Reincorporation. In connection with the Reincorporation, the Company also entered into a new indemnification agreement with each of its executive officers and directors in the form filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
At the Effective Time, each outstanding share of Class A Common Stock, par value $0.0001 per share, of the Delaware corporation (the “Delaware Corporation Class A Common Stock”) automatically converted into one outstanding share of Class A common stock, par value $0.0001 per share, of the Nevada corporation (the “Nevada Corporation Class A Common Stock”), and each outstanding share of Class B Common Stock of the Delaware corporation, par value $0.0001 per share (the “Delaware Corporation Class B Common Stock”), automatically converted into one outstanding share of Class B common stock, par value $0.0001 per share, of the Nevada corporation (the “Nevada Corporation Class B Common Stock”). Stockholders do not have to exchange their existing stock certificates for new stock certificates. At the Effective Time, each outstanding restricted stock unit, option, or right to acquire shares of Delaware Corporation Class A Common Stock or Delaware Corporation Class B Common Stock automatically became a restricted stock unit, option, or right to acquire an equal number of shares of Nevada Corporation Class A Common Stock or Nevada Corporation Class B Common Stock, as applicable, under the same terms and conditions. The Nevada Corporation Class A Common Stock continues to be traded on the New York Stock Exchange under the symbol “IOT.”
Certain rights of the Company’s stockholders were changed as a result of the Reincorporation. A more detailed description of the Plan of Conversion, Nevada Charter, Nevada Bylaws, and the effects of the Reincorporation is set forth in the Information Statement filed by the Company with the Securities and Exchange Commission on May 11, 2026. Copies of the Plan of Conversion, Nevada Charter, and Nevada Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To the extent required, the information set forth above under Item 3.03 is hereby incorporated by reference into this Item 5.03.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.

Exhibit NumberDescription
2.1
Plan of Conversion.
3.1
Articles of Incorporation of Samsara Inc.
3.2
Bylaws of Samsara Inc.
10.1
Form of Indemnification Agreement between Samsara Inc. and each of its directors and executive officers.
104Cover Page Interactive Data File, formatted in inline XBRL.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SAMSARA INC.
Date: June 1, 2026
By:/s/ Adam Eltoukhy
Adam Eltoukhy
Executive Vice President, Chief Administrative Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did Samsara Inc. (IOT) report in this 8-K?

Samsara Inc. reported that it completed a reincorporation, moving its legal domicile from Delaware to Nevada. The change became effective on June 1, 2026, and shifts governance to Nevada law, a Nevada charter, and new bylaws approved by the board.

Did Samsara’s reincorporation to Nevada affect its business operations?

The reincorporation did not change Samsara’s business operations, management, employees, properties, or obligations. The company notes that only costs related to the reincorporation impacted its net worth, and its material contracts and related rights and obligations remain in place afterward.

How were Samsara (IOT) shares affected by the Delaware-to-Nevada move?

Each outstanding Delaware Class A and Class B common share automatically converted into one Nevada Class A or Class B share with the same $0.0001 par value. Stockholders do not need to exchange certificates, and the Class A common stock continues trading on the New York Stock Exchange as IOT.

What happened to Samsara’s equity awards after the reincorporation?

Each outstanding restricted stock unit, option, or right over Delaware Class A or Class B stock became a corresponding award over Nevada Class A or Class B stock. The number of shares and all underlying terms and conditions of those equity awards remained the same after the reincorporation.

Did Samsara (IOT) change its stock exchange listing or ticker symbol?

Samsara’s Nevada corporation Class A common stock continues to be listed on the New York Stock Exchange under the symbol IOT. The reincorporation only changed the state of incorporation and governing documents, not the trading venue or the company’s stock symbol.

What new governance documents did Samsara adopt in Nevada?

At the effective time, Samsara’s affairs became governed by Nevada law, new articles of incorporation, and new bylaws. The filing also notes a new form of indemnification agreement with each director and executive officer, with the charter, bylaws, and plan of conversion filed as exhibits.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

Other Documents