[Form 4] Samsara Inc. Insider Trading Activity

Rhea-AI Filing Summary

Adam Eltoukhy, Executive Vice President, Chief Legal Officer and Secretary of Samsara Inc. (IOT), reported a sale of 9,758 shares of Class A common stock on 09/10/2025 at a weighted-average price of $38.1402 to satisfy tax-withholding obligations tied to the settlement of restricted stock units (RSUs). After the transaction, he beneficially owned 339,624 shares directly and 99,256 shares indirectly through the ES Trust. The filing also notes a transfer of 9,338 shares to the ES Trust over which the reporting person retains voting or investment power. The RSUs remain contingent on applicable vesting conditions.

Positive

• Clear, timely disclosure of the sale and transfers, fulfilling Section 16 reporting requirements
• Retention of significant ownership after the sale (339,624 direct and 99,256 indirect shares)

Negative

• Reduction in direct holdings by 9,758 shares due to the tax-withholding sale
• Transfer of 9,338 shares to the ES Trust shifts some direct ownership to an indirect position

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale of RSU shares; no new issuance or large disposition beyond covering taxes; neutral to capital structure.

The reported sale of 9,758 shares at a weighted-average price of $38.1402 was executed to satisfy tax withholding on settled RSUs, a common executive action that does not indicate a change in company guidance or operational outlook. Post-transaction holdings remain substantial with 339,624 shares directly and 99,256 indirectly, preserving alignment with shareholder interests. No derivative transactions or new grants are reported here; impact on outstanding share count is immaterial.

Corporate Governance Expert

TL;DR: Disclosure is clear and compliant; transfer to ES Trust retains indirect control, consistent with governance norms.

The Form 4 discloses both a non-discretionary sale to cover tax obligations and a transfer of 9,338 shares to an ES Trust over which the reporting person retains voting or investment power. This transparency supports insider reporting obligations and allows investors to track changes in direct versus indirect ownership. The filing shows routine insider administrative actions rather than strategic divestiture or change in control.

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
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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)
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)		9,758	D	$38.1402(2)	339,624(3)(4)	D
Class A Common Stock								99,256(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 $37.715 to $38.495, 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 9,338 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").

5. Consists of shares held by the ES Trust.

Remarks:

Executive Vice President, Chief Legal Officer and Secretary

	/s/ Adam Eltoukhy	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 transaction did Adam Eltoukhy report for Samsara (IOT)?

He reported a sale of 9,758 Class A shares on 09/10/2025 at a weighted-average price of $38.1402 to cover tax withholding for RSU settlements.

How many Samsara (IOT) shares does the reporting person own after the trade?

Following the reported transaction he beneficially owns 339,624 shares directly and 99,256 shares indirectly through the ES Trust.

Why were the shares sold according to the Form 4?

The Form 4 states the shares were disposed of in non-discretionary transactions to cover tax withholding obligations related to settled RSUs.

Were any shares transferred to a trust?

Yes, the filing notes a transfer of 9,338 Class A shares to the ES Trust, over which the reporting person retains voting or investment power.

Does the filing report any option or derivative activity?

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