Samsara (NYSE: IOT) CFO reports 10b5-1 stock sales and holdings

Rhea-AI Filing Summary

Samsara Inc.'s Executive Vice President and Chief Financial Officer Dominic Phillips reported multiple open-market sales of Class A Common Stock on 12/05/2025 under a pre-arranged Rule 10b5-1 trading plan adopted on December 31, 2024. The transactions included sales of 200, 6,252, 9,999, and 1,897 shares at weighted-average prices of $42.56, $45.4405, $46.3705, and $47.1451, respectively, with each line representing multiple trades within stated price ranges.

After these sales, Phillips beneficially owns 683,425 shares of Class A Common Stock directly, including restricted stock units that convert into one share each upon vesting, and 1,061,816 shares indirectly through the Phillips Family Trust. The filing notes an internal transfer of 18,348 shares from the trust to Phillips, clarifying how some of the direct holdings were received.

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).

X

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 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)
12/05/2025

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	12/05/2025		S(1)		200	D	$42.56(2)	701,573(3)(4)	D
Class A Common Stock	12/05/2025		S(1)		6,252	D	$45.4405(5)	695,321(3)	D
Class A Common Stock	12/05/2025		S(1)		9,999	D	$46.3705(6)	685,322(3)	D
Class A Common Stock	12/05/2025		S(1)		1,897	D	$47.1451(7)	683,425(3)	D
Class A Common Stock								1,061,816(4)	I	See footnote(8)

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 $42.32 to $42.80, 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 18,348 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 $44.87 to $45.86, 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 "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 $45.87 to $46.85, 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.

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 $46.94 to $47.38, 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 the Phillips Family Trust.

Remarks:

Executive Vice President, Chief Financial Officer

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of Dominic Phillips	12/08/2025
	** 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).
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FAQ

What insider transaction did Samsara (IOT) disclose in this Form 4?

The filing shows that Dominic Phillips, Executive Vice President and Chief Financial Officer of Samsara Inc., sold several blocks of Class A Common Stock on 12/05/2025 in open-market transactions.

How many Samsara (IOT) shares did the CFO sell and at what prices?

Phillips reported sales of 200, 6,252, 9,999, and 1,897 shares of Class A Common Stock at weighted-average prices of $42.56, $45.4405, $46.3705, and $47.1451, respectively, with each figure aggregating multiple trades within specified price ranges.

Was the Samsara CFO’s stock sale made under a Rule 10b5-1 trading plan?

Yes. The filing states that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 31, 2024, which is a pre-arranged plan for trading company stock.

How many Samsara (IOT) shares does the CFO beneficially own after the reported transactions?

After the reported sales, Phillips beneficially owns 683,425 shares of Class A Common Stock directly and 1,061,816 shares indirectly through the Phillips Family Trust.

What does the filing say about restricted stock units (RSUs) held by the Samsara CFO?

The filing notes that certain securities reported as beneficially owned are restricted stock units (RSUs), with each RSU representing a contingent right to receive one share of Class A Common Stock, subject to vesting terms.

What is the Phillips Family Trust mentioned in the Samsara (IOT) Form 4?

The Phillips Family Trust dated 5/9/2013 is described as a trust for which the reporting person and his spouse serve as trustees, and it holds 1,061,816 Samsara Class A shares that are reported as indirectly owned.