Samsara Inc. (NYSE: IOT) CFO logs 48,116-share tax sale and trust move

Q: Why were the 48,116 Samsara Inc. (IOT) shares sold by the CFO?

The 48,116 shares were disposed of in non-discretionary transactions to satisfy Dominic Phillips' tax withholding obligations arising from the settlement of restricted stock unit (RSU) awards, as explained in the footnotes.

Q: What role does The Phillips Family Trust play in the Samsara Inc. (IOT) holdings?

The filing notes that 45,641 shares of Class A common stock were transferred from Dominic Phillips to The Phillips Family Trust dated 5/9/2013, where he and his spouse serve as trustees. The 1,115,780 indirectly owned shares consist of shares held by this trust.

Q: What securities are involved in Dominic Phillips' Samsara Inc. (IOT) holdings?

The holdings include Class A common stock and restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A common stock, subject to its vesting schedule and conditions.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Samsara Inc. Executive Vice President and Chief Financial Officer Dominic Phillips reported selling 48,116 shares of Class A common stock on 12/15/2025 at a weighted-average price of $40.7161. These shares were sold in multiple transactions to cover his tax withholding obligations tied to the settlement of restricted stock unit (RSU) awards.

After this activity, he beneficially owns 573,114 shares directly and 1,115,780 shares indirectly through The Phillips Family Trust dated 5/9/2013, where he and his spouse serve as trustees. Certain holdings are RSUs, each representing a contingent right to receive one share of Class A common stock, subject to vesting conditions.

Insider Trade Summary

Net Seller: 48,116 shares ($1,959,096)

Net Sell 2 txns

Insider Phillips Dominic

Role SEE REMARKS

Sold 48,116 shs ($1.96M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	48,116	$40.7161	$1.96M
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 573,114 shares (Direct); Class A Common Stock — 1,115,780 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 $40.37 to $41.27, 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 45,641 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"). Consists of shares held by the Phillips Family Trust.

Form 4 Insider Transactions: What Each Field Means →

12/16/2025 - 06:45 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^*

Phillips Dominic

(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)
12/15/2025

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	12/15/2025		S⁽¹⁾		48,116	D	$40.7161⁽²⁾	573,114⁽³⁾⁽⁴⁾	D
Class A Common Stock								1,115,780⁽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 $40.37 to $41.27, 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 45,641 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	12/16/2025
	** 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

What insider transaction did Samsara Inc. (IOT) report for Dominic Phillips?

Dominic Phillips, Executive Vice President and Chief Financial Officer of Samsara Inc., reported disposing of 48,116 shares of Class A common stock on 12/15/2025 at a weighted-average price of $40.7161 per share. The sale was executed to cover tax withholding obligations related to the settlement of RSU awards.

How many Samsara Inc. (IOT) shares does Dominic Phillips own after the reported transaction?

Following the reported sale, Dominic Phillips beneficially owns 573,114 shares of Samsara Class A common stock directly. He also has indirect beneficial ownership of 1,115,780 shares held by The Phillips Family Trust dated 5/9/2013.

Why were the 48,116 Samsara Inc. (IOT) shares sold by the CFO?

The 48,116 shares were disposed of in non-discretionary transactions to satisfy Dominic Phillips' tax withholding obligations arising from the settlement of restricted stock unit (RSU) awards, as explained in the footnotes.

What role does The Phillips Family Trust play in the Samsara Inc. (IOT) holdings?

The filing notes that 45,641 shares of Class A common stock were transferred from Dominic Phillips to The Phillips Family Trust dated 5/9/2013, where he and his spouse serve as trustees. The 1,115,780 indirectly owned shares consist of shares held by this trust.

What securities are involved in Dominic Phillips' Samsara Inc. (IOT) holdings?

The holdings include Class A common stock and restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A common stock, subject to its vesting schedule and conditions.