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[Form 4] Samsara Inc. Insider Trading Activity

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

Rhea-AI Filing Summary

Dominic Phillips, Executive Vice President and Chief Financial Officer of Samsara Inc. (IOT), reported insider sales executed under a Rule 10b5-1 trading plan on 10/01/2025. The filing shows dispositions of 15,834 and 3,070 shares of Class A common stock at weighted-average prices of $37.7442 and $38.2519, respectively, with underlying individual sale prices disclosed in ranges from $37.13 to $38.76. The report states a transfer of 18,904 shares from the Phillips Family Trust to Mr. Phillips and discloses 1,098,512 shares held indirectly by that trust. After the reported sales the filing shows direct holdings of 686,495 and 683,425 shares on the respective lines. The form is signed by an attorney-in-fact on behalf of Mr. Phillips on 10/02/2025.

Positive

  • Sales executed under a Rule 10b5-1 trading plan, indicating pre-established compliance
  • Significant combined ownership retained with 1,098,512 shares held indirectly by the Phillips Family Trust
  • Transfer of 18,904 shares from the family trust to the reporting person, increasing direct holdings

Negative

  • Insider dispositions totaling 18,904 Class A shares on 10/01/2025, reducing direct holdings
  • Weighted-average sale prices between $37.7442 and $38.2519, indicating realized liquidity by the CFO

Insights

Insider sales were executed under a pre-established 10b5-1 plan, and a family trust retains large indirect holdings.

The filing confirms the sales on 10/01/2025 were made pursuant to a Rule 10b5-1 plan adopted 12/31/2024, which indicates the transactions were pre-planned and compliant with insider-trading rules. The disclosure of 1,098,512 shares held by the Phillips Family Trust shows continued significant indirect ownership. The transfer of 18,904 shares from the trust to Mr. Phillips increases his direct stake and is explicitly reported in the filing.

The CFO sold 18,904 shares across two reported dispositions at prices between $37.13 and $38.76.

The reported weighted-average prices are $37.7442 and $38.2519 for the two sale lines totaling 18,904 shares. These sales modestly reduce direct holdings reported on the form (shown as 686,495 and 683,425 on the respective lines). Because the trades were under a 10b5-1 plan, they reflect scheduled liquidity rather than ad hoc dispositions according to the filing.

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*
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)
10/01/2025
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 10/01/2025 S(1) 15,834 D $37.7442(2) 686,495(3)(4) D
Class A Common Stock 10/01/2025 S(1) 3,070 D $38.2519(5) 683,425(3) D
Class A Common Stock 1,098,512(4) I See footnote(6)
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. The sales reported by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted December 31, 2024.
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 $37.13 to $38.12, 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 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.
4. The number of shares held reflects the transfer of 18,904 shares of Class A Common Stock from The Phillips Family Trust dated 5/9/2013, of which the Reporting Person and his spouse serve as trustees (the "Phillips Family Trust"), to the Reporting Person.
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 $38.13 to $38.76, 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. 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 10/02/2025
** 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 the Samsara (IOT) Form 4 filed by Dominic Phillips disclose?

The filing discloses sales of 15,834 and 3,070 Class A shares on 10/01/2025, executed under a Rule 10b5-1 plan, and a transfer of 18,904 shares from the Phillips Family Trust to Mr. Phillips.

Were the October 2025 sales by the Samsara CFO pre-planned?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/31/2024.

How many shares does the Phillips Family Trust hold according to the filing?

The filing reports 1,098,512 shares held indirectly by the Phillips Family Trust.

What prices were reported for the shares sold by Dominic Phillips (IOT)?

The filing reports weighted-average prices of $37.7442 and $38.2519, and discloses sale price ranges from $37.13 to $38.76.

When was the Form 4 signed for the Dominic Phillips filing?

The Form 4 was signed by an attorney-in-fact on behalf of Dominic Phillips on 10/02/2025.
Samsara Inc

NYSE:IOT

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21.06B
333.85M
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3.82%
Software - Infrastructure
Services-computer Integrated Systems Design
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United States
SAN FRANCISCO