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[Form 4] Samsara Inc. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Sanjit Biswas, CEO and director of Samsara Inc. (IOT), reported multiple transactions on September 23-24, 2025. The filing shows the conversion of 513,000 Class B shares into 513,000 Class A shares on September 23, 2025, and extensive dispositions of Class A shares executed under Rule 10b5-1 trading plans and other trustee arrangements. The report notes transfers of 209,050 Class A shares to the Biswas Family Trust and aggregated sales at weighted-average prices in the high $37–$39 range across several transactions. Following the conversions and reported sales, the filing shows a beneficial ownership position of 706,542 Class A shares held indirectly by related trusts. All sales executed pursuant to specified 10b5-1 plans and trustee-directed sales are disclosed in the footnotes.

Positive

  • Conversion of 513,000 Class B shares into Class A shares is clearly disclosed, increasing the reported Class A shares available (513,000 acquired at $0).
  • Detailed footnotes state that sales were effected pursuant to Rule 10b5-1 trading plans and identify trustees, enhancing disclosure compliance.

Negative

  • Significant disposals of Class A shares occurred on September 23-24, 2025 (aggregate reported disposals include large lots such as 91,638; 24,184; 27,000; and others, plus an entry showing 1,111,261 shares disposed), reducing the reporting person's direct/indirect holdings.
  • Transfer of 209,050 shares to the Biswas Family Trust materially changed the reported allocation of shares between the individual and trust holdings.

Insights

TL;DR: CEO conducted sizable, pre-planned equity transactions via trust arrangements and 10b5-1 plans; disclosures are detailed and compliant.

The Form 4 documents multiple pre-established trading-plan sales and an internal transfer of shares to a family trust, plus a 513,000-share conversion from Class B to Class A. The filing includes weighted-average sale prices and footnotes committing to provide per-trade detail on request, which supports disclosure completeness. From a governance standpoint, use of Rule 10b5-1 plans and trustee vehicles is standard practice for managing insider liquidity while reducing contemporaneous trading concerns. The filing clearly identifies indirect holdings through multiple trusts and provides conversion and RSU details, aiding transparency.

TL;DR: Material share dispositions and a significant Class B-to-A conversion change the reported distribution of Biswas-related holdings.

The report shows aggregate disposals of Class A shares executed on September 23-24, 2025, at prices generally between about $37.16 and $39.54, and the conversion of 513,000 Class B shares into Class A shares on September 23, 2025. The filing also records the transfer of 209,050 shares into the Biswas Family Trust. These actions materially alter the immediate public reporting of beneficial ownership while leaving ultimate indirect control through trusts evident. Impact on outstanding float and voting structure is explicitly traceable from the conversion and indirect holdings disclosed.

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).
1. Name and Address of Reporting Person*
Biswas Sanjit

(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 X 10% Owner
X Officer (give title below) Other (specify below)
CHIEF EXECUTVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025
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 09/23/2025 S(1) 91,638 D $38.8755(2) 715,314(3) I See footnote(4)
Class A Common Stock 09/23/2025 S(1) 8,772 D $39.4434(5) 706,542 I See footnote(4)
Class A Common Stock 09/23/2025 S(6) 6,000 D $39.3038(7) 42,000 I See footnote(8)
Class A Common Stock 09/23/2025 S(6) 27,000 D $39.0425(9) 189,000 I See footnote(10)
Class A Common Stock 09/23/2025 C 513,000 A $0 1,219,542 I See footnote(4)
Class A Common Stock 09/23/2025 G 513,000 D $0 706,542 I See footnote(4)
Class A Common Stock 09/24/2025 S(1) 24,184 D $37.5378(11) 682,358 I See footnote(4)
Class A Common Stock 09/24/2025 S(1) 2,406 D $38.2496(12) 679,952 I See footnote(4)
Class A Common Stock 1,111,261(3)(13) 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
Class B Common Stock $0 09/23/2025 C 513,000 (14) (14) Class A Common Stock 513,000 $0 76,135,303 I See footnote(4)
Class B Common Stock $0 (14) (14) Class A Common Stock 3,931,438 3,931,438 I See footnote(8)
Class B Common Stock $0 (14) (14) Class A Common Stock 16,727,416 16,727,416 I See footnote(10)
Class B Common Stock $0 (14) (14) Class A Common Stock 1,286,597 1,286,597 I See footnote(15)
Class B Common Stock $0 (14) (14) Class A Common Stock 59,351 59,351 I See footnote(16)
Class B Common Stock $0 (14) (14) Class A Common Stock 59,351 59,351 I See footnote(17)
Class B Common Stock $0 (14) (14) Class A Common Stock 474,833 474,833 I See footnote(18)
Class B Common Stock $0 (14) (14) Class A Common Stock 474,833 474,833 I See footnote(19)
Explanation of Responses:
1. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on September 30, 2024 by SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012, over which the Reporting Person has voting or investment power (the "Biswas Family Trust").
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 $38.395 to $39.39, 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. The number of shares held reflects the transfer of 209,050 shares of Class A Common Stock from the Reporting Person to the Biswas Family Trust.
4. Consists of shares held by the Biswas Family Trust.
5. 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 $39.395 to $39.54, 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.
6. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on September 30, 2024 by Jordan Park Trust Company LLC, Trustee, by Courtney J. Maloney as Trust Officer.
7. 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 $39.04 to $39.50, 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.
8. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I u/a/d 11/11/2021, over which the Reporting Person has voting or investment power.
9. 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 $38.55 to $39.52, 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.
10. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust II u/a/d 10/14/2021, over which the Reporting Person has voting or investment power.
11. 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 $37.155 to $38.14, 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.
12. 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 $38.155 to $38.445, 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.
13. These securities are restricted stock units (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.
14. 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.
15. Consists of shares held by the Reporting Person's spouse.
16. Consists of shares held by Sanjit Biswas, Trustee of the Sanjit Biswas 2024 Annuity Trust u/a/d 3/22/2024, over which the Reporting Person has voting or investment power.
17. Consists of shares held by HB, Trustee of the HB 2024 Annuity Trust u/a/d 3/22/2024, over which the Reporting Person has voting or investment power.
18. Consists of shares held by Sanjit Biswas, Trustee of the Sanjit Biswas 2025 Annuity Trust u/a/d 3/25/2025, over which the Reporting Person has voting or investment power.
19. Consists of shares held by HB, Trustee of the HB 2025 Annuity Trust u/a/d 3/25/2025, over which the Reporting Person has voting or investment power.
/s/ Adam Eltoukhy, attorney-in-fact on behalf of Sanjit Biswas 09/25/2025
** 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 Samsara (IOT) insider Sanjit Biswas report on Form 4?

The Form 4 reports multiple sales of Class A shares on September 23-24, 2025, the conversion of 513,000 Class B shares into Class A shares on September 23, 2025, and transfers of 209,050 Class A shares to the Biswas Family Trust.

Were the sales by Sanjit Biswas part of preplanned trading arrangements?

Yes. The filing states several sales were effected pursuant to Rule 10b5-1 trading plans adopted September 30, 2024 by identified trustees.

How many Class A shares does the filing show as beneficially owned after these transactions?

The filing shows an indirect beneficial ownership position of 706,542 Class A shares following the reported transactions.

At what prices were the reported Class A shares sold?

Footnotes disclose weighted-average prices and ranges across transactions, with reported sale prices generally in the high $37 to $39 per-share range.

Did the filing include any restricted stock units (RSUs)?

Yes. The filing references restricted stock units (RSUs) that represent contingent rights to receive Class A shares subject to vesting schedules.
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United States
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