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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): August 16, 2025
SAMSARA INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-41140 | 47-3100039 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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)
(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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.0001 par value per share | | IOT | | The 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 16, 2025, Samsara Inc. (the “Company”) appointed Gary Steele to its Board of Directors (the “Board”), effective September 1, 2025.
Mr. Steele brings deep software, cybersecurity and go-to-market experience gained through leadership and senior executive roles at various technology companies. Mr. Steele currently serves as Chief Executive Officer of Shield AI Inc., a defense technology company. Prior to Shield AI, he served as Chief Executive Officer of Splunk Inc., a data security and observability company acquired by Cisco in 2024, and Proofpoint, Inc., a cybersecurity company acquired by Thoma Bravo in 2021. Mr. Steele currently serves on the Board of Directors of Upwork Inc. Mr. Steele holds a B.S. in Computer Science from Washington State University.
Mr. Steele will be entitled to receive the following cash and equity compensation under the Company’s outside director compensation policy: (1) an annual cash retainer of $47,500 for service on the Board and (2) an initial award of restricted stock units covering a number of shares, with such award having a grant date fair value equal to $500,000. In addition, if Mr. Steele serves as a member or chair of any of the Company’s committees, he will be entitled to receive additional compensation as set out in the Company’s outside director compensation policy.
In accordance with the Company’s customary practice, the Company has entered into its standard form of indemnification agreement with Mr. Steele, the form of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-261204), filed with the SEC on December 6, 2021.
Mr. Steele has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
There are no family relationships, as defined in Item 401 of Regulation S-K promulgated under the Exchange Act, between Mr. Steele and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. There are also no arrangements or understandings between Mr. Steele and any other persons pursuant to which Mr. Steele was selected as a director.
A copy of the press release announcing the appointment of Mr. Steele is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | | Description of Exhibit |
99.1 | | Press release issued by Samsara Inc. dated August 21, 2025 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | SAMSARA INC. |
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Date: August 21, 2025 | By: | /s/ Adam Eltoukhy |
| | Adam Eltoukhy |
| | Executive Vice President, Chief Legal Officer and Corporate Secretary |
