Samsara Executive's Stock Sale Tied to RSU Tax Coverage, Not Strategy Shift

Filing Impact

(Moderate)

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(Neutral)

Form Type

Rhea-AI Filing Summary

Samsara (IOT) Executive Vice President, Chief Legal Officer and Secretary Adam Eltoukhy reported insider trading activity on June 16, 2025. The transaction involved the disposition of 18,643 shares of Class A Common Stock at a weighted-average price of $39.21 per share.

Key details of the transaction:

The shares were sold in a non-discretionary transaction to cover tax withholding obligations related to RSU settlement
Sale prices ranged from $38.66 to $39.575 per share
Following the transaction, Eltoukhy directly owns 358,720 shares
Additionally, he indirectly owns 114,662 shares through the ES Trust
The filing notes a transfer of 18,283 shares to the ES Trust

This Form 4 filing reflects standard insider activity related to tax obligations from equity compensation, rather than discretionary trading by the executive.

Insider Trade Summary

Net Seller: 18,643 shares ($730,992)

Net Sell 2 txns

Insider Eltoukhy Adam

Role SEE REMARKS

Sold 18,643 shs ($731K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	18,643	$39.21	$731K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 358,720 shares (Direct); Class A Common Stock — 114,662 shares (Indirect, See footnote)

Footnotes (1)

These shares were disposed of in non-discretionary transactions to cover the Reporting Person's tax withholding obligations in connection with the settlement of awards of restricted stock units (RSUs). The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $38.66 to $39.575, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. 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. The number of shares held reflects the transfer of 18,283 shares of Class A Common Stock from the Reporting Person to AE and NS, Co-Trustees of the ES Trust, over which the Reporting Person has voting or investment power (the "ES Trust"). Consists of shares held by the ES Trust.

Form 4 Insider Transactions: What Each Field Means →

06/18/2025 - 07:54 PM

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^*

Eltoukhy Adam

(Last)

(First)

(Middle)

C/O SAMSARA INC.

1 DE HARO STREET

(Street)

SAN FRANCISCO

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/16/2025		S⁽¹⁾		18,643	D	$39.21⁽²⁾	358,720⁽³⁾⁽⁴⁾	D
Class A Common Stock								114,662⁽⁴⁾	I	See footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were disposed of in non-discretionary transactions to cover the Reporting Person's tax withholding obligations in connection with the settlement of awards of restricted stock units (RSUs).

2. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $38.66 to $39.575, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

3. 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.

4. The number of shares held reflects the transfer of 18,283 shares of Class A Common Stock from the Reporting Person to AE and NS, Co-Trustees of the ES Trust, over which the Reporting Person has voting or investment power (the "ES Trust").

5. Consists of shares held by the ES Trust.

Remarks:

Executive Vice President, Chief Legal Officer and Secretary

	/s/ Adam Eltoukhy	06/18/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many shares of IOT stock did Adam Eltoukhy sell on June 16, 2025?

Adam Eltoukhy disposed of 18,643 shares of Samsara Inc. (IOT) Class A Common Stock on June 16, 2025. The shares were sold at a weighted-average price of $39.21 per share.

Why did Samsara's (IOT) EVP sell shares on June 16, 2025?

The shares were disposed of in non-discretionary transactions specifically to cover tax withholding obligations in connection with the settlement of restricted stock unit (RSU) awards. This was not a discretionary sale by the executive.

What is Adam Eltoukhy's position at IOT (Samsara)?

Adam Eltoukhy serves as Executive Vice President, Chief Legal Officer and Secretary at Samsara Inc. (IOT).

How many IOT shares does Adam Eltoukhy own after the June 16, 2025 transaction?

Following the reported transaction, Adam Eltoukhy beneficially owns 358,720 shares of Class A Common Stock directly, plus an additional 114,662 shares indirectly through the ES Trust, for a total beneficial ownership of 473,382 shares.

What was the price range for IOT shares sold by Eltoukhy on June 16, 2025?

The shares were sold in multiple transactions at prices ranging from $38.66 to $39.575 per share, with a weighted-average price of $39.21.