Director Susan Wagner boosts IOT holdings to 452,412 shares via RSUs

Rhea-AI Filing Summary

On 29 Jul 2025, Samsara Inc. (ticker IOT) filed a Form 4 disclosing that director Susan Wagner received 6,371 restricted stock units (RSUs) of Class A common stock. Each RSU represents one share and carries a grant price of $0. The award vests in full on the earlier of 29 Jul 2026 or the day prior to the company’s next annual shareholders’ meeting, conditioned on Wagner’s continued board service.

After the grant, Wagner’s direct beneficial ownership rises to 452,412 Class A shares. No shares were sold and no derivative securities were involved. Given Samsara’s share count (≈280 million), the grant equates to roughly 0.002% of outstanding shares—an immaterial dilution. The filing appears to reflect routine director compensation rather than a signal of strategic change or insider sentiment.

Insights

Securities Analyst

TL;DR – Routine RSU grant; negligible dilution; neutral signal.

The reported 6,371-share RSU award to Director Wagner is standard board compensation. With no market purchase or sale and a sub-0.01 % impact on float, the disclosure should not alter valuation models or sentiment. Insider alignment marginally improves, but the event carries no material earnings, cash-flow, or strategic implications.

Corporate Governance Specialist

TL;DR – Standard equity refresh keeps director incentives aligned.

Annual RSU grants that vest at the next AGM are common best practice, encouraging near-term performance focus. The vest-on-earlier-of structure ensures alignment while limiting overhang. No red flags emerge regarding timing, 10b5-1 safe harbor, or accelerated vest clauses. Overall governance impact is neutral and consistent with peer practice.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WAGNER SUSAN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	6,371	$0.00	--

Holdings After Transaction: Class A Common Stock — 452,412 shares (Direct)

Footnotes (1)

1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier of July 29, 2026 or the day prior to the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person continuing as a service provider through the applicable vesting date. Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

Form 4 Insider Transactions: What Each Field Means →

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^*

WAGNER SUSAN

(Last) (First) (Middle)

C/O SAMSARA INC.

1 DE HARO STREET

(Street)

SAN FRANCISCO CA 94107

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	07/29/2025		A		6,371(1)	A	$0	452,412(2)	D

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

Explanation of Responses:

1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier of July 29, 2026 or the day prior to the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person continuing as a service provider through the applicable vesting date.

2. Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of Susan Wagner	07/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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