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[Form 4] Samsara Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Samsara Inc. (IOT) Form 4 shows conversion of multiple holders' Class B common stock into Class A common stock on 09/08/2025 and immediate related actions. Several Andreessen Horowitz-related entities acquired (via conversion) Class A shares: 1,758,907, 10,949,014, 994,899, and 2,573,745 shares, each reported as indirect holdings. The filing states that certain funds plan to distribute the converted Class A shares in-kind pro rata to partners without consideration, while two funds intend to sell up to 503,000 and 257,000 shares, respectively. The Class B shares are convertible 1:1 into Class A and have no expiration. The report is one of three filings that together disclose holdings for a group of Andreessen Horowitz funds and Benjamin Horowitz; signatories include Phil Hathaway acting for the funds.

Positive

  • None.

Negative

  • Large conversions increase Class A supply: Multiple entities converted substantial Class B positions into Class A (e.g., 10,949,014 and 2,573,745 shares), expanding the number of Class A shares held indirectly.
  • Planned sell orders could add near-term selling pressure: AH LSV I plans to sell up to 503,000 shares and AH Parallel V plans to sell up to 257,000 shares.
  • Potential dilution of concentrated ownership signals changes in share distribution: Several funds plan to distribute converted shares in-kind pro rata to partners, reallocating holdings away from single record holders.

Insights

TL;DR: Large conversions and planned in-kind distributions create substantial immediate increase in publicly held Class A shares; limited planned sales disclosed.

The filing documents conversion of sizable Class B positions into Class A shares by multiple Andreessen Horowitz entities on 09/08/2025, with explicit plans to distribute most converted shares in-kind to limited and general partners and limited planned sales (up to 503,000 and 257,000 shares by two funds). These actions increase the number of Class A shares beneficially held indirectly by multiple related entities and may expand the float depending on subsequent partner actions. The report contains detailed ownership figures and legal disclaimers about beneficial ownership and grouping, and is one of three related Form 4 filings due to the number of reporting persons.

TL;DR: Conversion plus pro-rata in-kind distributions are administrative reallocations; disclosure clarifies voting/dispositive relationships.

The disclosure explains that general partner entities (AH Equity Partners affiliates) may be deemed to hold voting and dispositive power over the reported shares while each reporting person disclaims a formal "group." The filing carefully notes which entities will sell limited tranches and which will distribute in-kind without consideration. From a governance perspective, the recordholder relationships and disclaimers preserve clarity on control and beneficial ownership while documenting transfers arising from the conversion event.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
AH Parallel Fund IV, L.P.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/08/2025 C 1,758,907 A $0 1,758,907 I(1) By Andreessen Horowitz LSV Fund I, L.P.(2)
Class A Common Stock 09/08/2025 C 10,949,014 A $0 10,949,014 I(3) By Andreessen Horowitz Fund IV, L.P.(4)
Class A Common Stock 09/08/2025 C 994,899 A $0 994,899 I(5) By AH Parallel Fund IV, L.P.(6)(7)
Class A Common Stock 09/08/2025 C 2,573,745 A $0 2,573,745 I(8) By AH Parallel Fund V, L.P.(9)(10)
Class A Common Stock 3,482,521 I By 1997 Horowitz Family Trust(11)
Class A Common Stock 749 I By Horowitz 2020 Dynasty Trust(12)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (13) 09/08/2025 C 1,758,907 (13) (13) Class A Common Stock 1,758,907 $0 0 I By Andreessen Horowitz LSV Fund I, L.P.(2)
Class B Common Stock (13) 09/08/2025 C 10,949,014 (13) (13) Class A Common Stock 10,949,014 $0 0 I By Andreessen Horowitz Fund IV, L.P.(4)
Class B Common Stock (13) 09/08/2025 C 994,899 (13) (13) Class A Common Stock 994,899 $0 0 I By AH Parallel Fund IV, L.P.(6)(7)
Class B Common Stock (13) 09/08/2025 C 2,573,745 (13) (13) Class A Common Stock 2,573,745 $0 0 I By AH Parallel Fund V, L.P.(9)(10)
1. Name and Address of Reporting Person*
AH Parallel Fund IV, L.P.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AH Parallel Fund IV-A, L.P.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AH Parallel Fund IV-B, L.P.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AH Parallel Fund IV-Q, L.P.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AH Parallel Fund V, L.P.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AH Parallel Fund V-A, L.P.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AH Parallel Fund V-B, L.P.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AH Parallel Fund V-Q, L.P.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AH Equity Partners IV (Parallel), L.L.C.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AH Equity Partners V (Parallel), L.L.C.

(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, Andreessen Horowitz LSV Fund I, L.P. ("AH LSV I") plans to sell up to 503,000 shares of Class A Common Stock of the Issuer and distribute in-kind on a pro-rata basis, without consideration, the remaining shares of Class A Common Stock of the Issuer to its general and limited partners.
2. These shares are held of record by AH LSV I, for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
3. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, Andreessen Horowitz Fund IV, L.P. ("AH IV") plans to distribute in-kind on a pro-rata basis, without consideration, a total of 10,949,014 shares of Class A Common Stock of the Issuer to its general and limited partners.
4. These shares are held of record by AH IV, for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
5. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, AH Parallel Fund IV , L.P. ("AH Parallel IV") plans to distribute in-kind on a pro-rata basis, without consideration, a total of 994,899 shares of Class A Common Stock of the Issuer to its general and limited partners.
6. These shares are held of record by AH Parallel IV, for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund IV Entities.
7. (Continued from Footnote 6) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
8. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, AH Parallel Fund V, L.P. ("AH Parallel V") plans to sell up to 257,000 shares of Class A Common Stock of the Issuer and to distribute in-kind on a pro-rata basis, without consideration, the remaining shares of Class A Common Stock of the Issuer to its general and limited partners.
9. These shares are held of record by AH Parallel V, for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of the AH Parallel Fund V Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities.
10. (Continued from Footnote 9) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
11. These shares are held of record by the 1997 Horowitz Family Trust, of which Benjamin Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Benjamin Horowitz, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
12. These shares are held of record by the Horowitz 2020 Dynasty Trust. Benjamin Horowitz may be deemed to have shared voting and dispositive power over the shares held by this trust. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
13. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis, and has no expiration date.
Remarks:
This Form 4 is the second of three Forms 4 filed relating to the same event. Combined, the three reports report the holdings for the following Reporting Persons: Andreessen Horowitz Fund IV, L.P., Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P., Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Parallel Fund IV, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., AH Parallel Fund V, L.P., AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., AH Parallel Fund V-Q, L.P., Andreessen Horowitz LSV Fund III, L.P., Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH Equity Partners IV, L.L.C., AH Equity Partners LSV I, L.L.C., AH Equity Partners IV (Parallel), L.L.C., AH Equity Partners V (Parallel), L.L.C., AH Equity Partners LSV III, L.L.C., AH Equity Partners 2022 Annual Fund, L.L.C. and Benjamin Horowitz. This Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.
AH Parallel Fund IV, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer 09/08/2025
AH Parallel Fund IV-A, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer 09/08/2025
AH Parallel Fund IV-B, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer 09/08/2025
AH Parallel Fund IV-Q, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer 09/08/2025
AH Parallel Fund V, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer 09/08/2025
AH Parallel Fund V-A, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer 09/08/2025
AH Parallel Fund V-B, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer 09/08/2025
AH Parallel Fund V-Q, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer 09/08/2025
AH Equity Partners IV (Parallel), L.L.C., By: /s/ Phil Hathaway, Chief Operating Officer 09/08/2025
AH Equity Partners V (Parallel), L.L.C., By: /s/ Phil Hathaway, Chief Operating Officer 09/08/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 filed for Samsara Inc. (IOT) report on 09/08/2025?

The Form 4 reports conversion of Class B common stock into Class A common stock by multiple Andreessen Horowitz-related entities and related planned in-kind distributions and limited sales.

How many Class A shares did Andreessen Horowitz Fund IV report converting?

The filing shows 10,949,014 shares reported for Andreessen Horowitz Fund IV following conversion.

Which funds disclosed plans to sell shares and how many?

Andreessen Horowitz LSV Fund I plans to sell up to 503,000 shares and AH Parallel Fund V plans to sell up to 257,000 shares, per the filing.

Will all converted shares be sold?

No; the filing indicates most converted shares will be distributed in-kind pro rata to general and limited partners without consideration, with only limited sales planned by specified funds.

Are the Class B shares convertible and do they expire?

Yes; the filing states Class B common stock is convertible at any time into Class A on a 1:1 basis and has no expiration date.
Samsara Inc

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