Samsara (NYSE: IOT) officer has 6,904 shares withheld for RSU taxes, retains large stake

Rhea-AI Filing Summary

Samsara Inc. officer Adam Eltoukhy reported a routine tax-withholding event tied to restricted stock units. On this date, 6,904 shares of Class A Common Stock were withheld by the company to cover tax obligations from RSU vesting, rather than being sold in the open market. Following this, Eltoukhy directly holds 227,578 shares. He also indirectly holds 129,364 shares through the ES Trust, where he has voting or investment power. The filing reflects normal equity compensation and related tax treatment, not a discretionary share sale.

Insights

Equity compensation and insider-transactions analyst

Routine RSU tax withholding; no discretionary buying or selling.

The filing shows 6,904 Samsara Inc. shares withheld to pay taxes on vesting restricted stock units. Code F events are mechanical: the issuer withholds shares instead of the insider paying cash, avoiding an open-market sale.

After this event, Adam Eltoukhy holds 227,578 shares directly and 129,364 shares indirectly via the ES Trust, over which he has voting or investment power. With no open-market purchases or sales reported, this appears as standard equity compensation administration rather than a change in sentiment.

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

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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^*

Eltoukhy Adam

(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)
03/10/2026

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	03/10/2026		F(1)		6,904	D	$34.16	227,578(2)(3)	D
Class A Common Stock								129,364(3)	I	See footnote(4)

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. Represents shares that have been withheld by the Issuer to cover tax obligations in connection with the vesting of restricted stock units (RSUs).

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.

3. The number of shares held reflects the transfer of 12,193 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").

4. Consists of shares held by the ES Trust.

Remarks:

Executive Vice President, Chief Legal Officer and Secretary

	/s/ Adam Eltoukhy	03/11/2026
	** 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.
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FAQ

What insider transaction did Samsara Inc. (IOT) report for Adam Eltoukhy?

Samsara Inc. reported that officer Adam Eltoukhy had 6,904 Class A shares withheld to cover tax obligations from vesting restricted stock units. This is a routine compensation-related event and not an open-market purchase or sale of shares.

Was the Samsara (IOT) Form 4 a stock sale by Adam Eltoukhy?

No, the Form 4 does not show an open-market sale. Instead, 6,904 shares were withheld by Samsara to satisfy tax liabilities on vesting RSUs, a standard mechanism that reduces shares delivered without signaling discretionary selling.

How many Samsara Inc. (IOT) shares does Adam Eltoukhy hold after this filing?

After the reported transaction, Adam Eltoukhy holds 227,578 Samsara Class A shares directly and 129,364 shares indirectly through the ES Trust. The indirect holdings are in a trust where he has voting or investment power, as disclosed in the footnotes.

What does transaction code F mean in the Samsara (IOT) Form 4?

Transaction code F indicates shares were disposed of to pay an exercise price or tax liability. Here, 6,904 Samsara shares were withheld by the issuer to cover RSU-related taxes, distinguishing this event from an open-market sale by the insider.

What is the ES Trust mentioned in the Samsara Inc. (IOT) Form 4 footnotes?

The ES Trust is a trust that holds some Samsara shares for which Adam Eltoukhy has voting or investment power. The filing notes that 129,364 shares are held by this ES Trust, and certain previously held shares were transferred into it, consolidating indirect ownership.