[Form 4] Samsara Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider sale to cover RSU tax withholding and trust holdings noted. Dominic Phillips, Executive Vice President and Chief Financial Officer of Samsara Inc. (IOT), reported sales of 8,457 shares of Class A common stock on 09/10/2025 at a weighted-average price of $38.1425 per share. The sales were non-discretionary transactions to satisfy tax withholding related to restricted stock unit (RSU) settlements. After the reported disposition, Mr. Phillips beneficially owns 777,181 shares directly and 1,069,913 shares indirectly through the Phillips Family Trust, which received a transfer of 8,097 shares.

Positive

• The sale was executed as non-discretionary transactions to cover tax withholding on RSU settlements, indicating routine compensation-related activity rather than opportunistic selling
• The filing discloses a transfer of shares to the Phillips Family Trust, clarifying indirect ownership and maintaining transparency

Negative

• Direct beneficial ownership decreased by 8,457 shares due to the reported sale
• There was a transfer of 8,097 shares from Dominic Phillips to the Phillips Family Trust, reducing direct holdings

Insights

Financial Analyst

TL;DR: Routine RSU tax-withholding sale; modest direct share reduction, overall ownership remains substantial.

The reported sale of 8,457 shares at a weighted-average price of $38.1425 was executed to cover tax withholding on RSU vesting, a common, non-discretionary practice that does not indicate active opportunistic selling. Direct beneficial ownership remains 777,181 shares and indirect ownership via the Phillips Family Trust is 1,069,913 shares. The transfer of 8,097 shares to the family trust is disclosed, and no derivative transactions were reported. From an investor-impact perspective, this filing is routine and likely neutral.

Corporate Governance Expert

TL;DR: Disclosure is complete for the transactions described; shows standard compliance with reporting rules.

The Form 4 discloses non-discretionary sales to satisfy tax withholding obligations tied to RSUs and notes a trustee-managed family trust holding. The form identifies the reporting persons officer role and provides transaction codes and quantities, fulfilling Section 16 reporting requirements. No unusual derivative activity or additional transfers beyond the trust movement are reported. The filing appears procedurally compliant and not materially adverse to governance assessments.

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

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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^*

Phillips Dominic

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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	09/10/2025		S(1)		8,457	D	$38.1425(2)	777,181(3)(4)	D
Class A Common Stock								1,069,913(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 $37.74 to $38.53, 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 8,097 shares of Class A Common Stock from the Reporting Person to The Phillips Family Trust dated 5/9/2013, of which the Reporting Person and his spouse serve as trustees (the "Phillips Family Trust").

5. Consists of shares held by the Phillips Family Trust.

Remarks:

Executive Vice President, Chief Financial Officer

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of Dominic Phillips	09/12/2025
	** 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 Dominic Phillips report on Form 4 for Samsara Inc. (IOT)?

He reported sales of 8,457 shares of Class A common stock on 09/10/2025 to cover tax withholding related to RSU settlement and disclosed holdings.

At what price were the shares sold in the Form 4 filing?

The weighted-average price reported was $38.1425, with individual sale prices ranging from $37.74 to $38.53.

How many shares does Dominic Phillips beneficially own after the transaction?

He beneficially owns 777,181 shares directly and 1,069,913 shares indirectly through the Phillips Family Trust.

Why were the shares sold according to the Form 4 filing?

The shares were sold in non-discretionary transactions to cover the reporting persons tax withholding obligations in connection with the settlement of RSUs.

Did the Form 4 report any derivative security transactions?

No. Table II for derivative securities shows no derivative transactions reported in this filing.