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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

Samsara Inc. (IOT) – Form 4 insider activity filed 08-07-2025. CEO, Chairman and 10% owner Sanjit Biswas reported the sale of 160,000 Class A shares over 8/5-8/6/25 under pre-arranged Rule 10b5-1 trading plans.

  • Volumes & pricing: 8/5 – 135,738 shares sold at $36.08–$37.40; 8/6 – 27,602 shares at $35.87–$36.54. Weighted-average prices disclosed per tranche (low-$36 to high-$37 range).
  • Post-sale holdings: Direct & indirect Class A ownership trimmed to 851,902–888,966 shares across family trusts; plus 1.32 M RSUs outstanding.
  • Voting control unchanged: Biswas still indirectly holds ~99 M Class B shares (1:1 convertible) through multiple family entities, preserving super-voting power.

No derivative transactions, conversions, or option exercises occurred; sales were solely to generate liquidity. Filing does not disclose any fundamental business developments.

Positive

  • Pre-planned 10b5-1 trades reduce concern about opportunistic selling.
  • CEO retains ~99 M Class B shares, indicating continued long-term commitment and voting control.

Negative

  • 160,000 Class A shares sold by the CEO may be interpreted as reduced confidence or near-term profit-taking.
  • Sale equals ~16 % of his liquid Class A position, a non-trivial trim in publicly tradable stock.

Insights

TL;DR: CEO sold 160k shares (~$5.8 M); control remains intact—signal modestly negative.

The two-day disposal represents ~16 % of Biswas’ direct/indirect Class A stake but just a fraction of his >99 M super-voting Class B shares, so strategic control is unaffected. Execution via 10b5-1 plans limits signaling risk, yet investors often view any CEO sale as a bearish sentiment indicator, especially near 52-week highs (IOT closed ~$37). Sized at ~0.03 % of basic shares outstanding, market impact should be minimal. These proceeds (~$5.8 M) appear personal-finance driven rather than a shift in outlook; nevertheless I mark the disclosure slightly negative for 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
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).
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*
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)
08/05/2025
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 08/05/2025 S(1) 89,936 D $36.0835(2) 888,966 I See footnote(3)
Class A Common Stock 08/05/2025 S(1) 9,462 D $37.2172(4) 879,504 I See footnote(3)
Class A Common Stock 08/05/2025 S(5) 4,260 D $36.5884(6) 61,740 I See footnote(7)
Class A Common Stock 08/05/2025 S(5) 1,740 D $37.3996(8) 60,000 I See footnote(7)
Class A Common Stock 08/05/2025 S(5) 23,709 D $36.1242(9) 273,291 I See footnote(10)
Class A Common Stock 08/05/2025 S(5) 3,291 D $37.207(11) 270,000 I See footnote(7)(10)
Class A Common Stock 08/06/2025 S(1) 27,602 D $36.1984(12) 851,902 I See footnote(3)
Class A Common Stock 1,320,311(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 (14) (14) Class A Common Stock 76,648,303 76,648,303(15) I See footnote(3)
Class B Common Stock $0 (14) (14) Class A Common Stock 3,931,438 3,931,438 I See footnote(7)
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(16)
Class B Common Stock $0 (14) (14) Class A Common Stock 59,351 59,351(17) I See footnote(18)
Class B Common Stock $0 (14) (14) Class A Common Stock 59,351 59,351(19) I See footnote(20)
Class B Common Stock $0 (14) (14) Class A Common Stock 474,833 474,833 I See footnote(21)
Class B Common Stock $0 (14) (14) Class A Common Stock 474,833 474,833 I See footnote(22)
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 $35.76 to $36.70, 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. Consists of shares held by the Biswas Family Trust.
4. 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 $36.78 to $37.74, 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.
5. 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.
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 $36.21 to $37.18, 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. 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.
8. 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 $37.21 to $37.55, 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.
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 $35.76 to $36.68, 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 $36.78 to $37.485, 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 $35.87 to $36.54, 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.
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. The number of shares held reflects the transfer, on July 17, 2025, of (i) 67,358 shares of Class B Common Stock from 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 (the "SB 2024 Annuity Trust"), to the Biswas Family Trust, and (ii) 67,358 shares of Class B Common Stock from HB, Trustee of the HB 2024 Annuity Trust u/a/d 3/22/2024, over which the Reporting Person has voting or investment power (the "HB 2024 Annuity Trust"), to the Biswas Family Trust.
16. Consists of shares held by the Reporting Person's spouse.
17. The number of shares held reflects the transfer, on July 17, 2025, of 67,358 shares of Class B Common Stock from the SB 2024 Annuity Trust to the Biswas Family Trust.
18. Consists of shares held by the SB 2024 Annuity Trust.
19. The number of shares held reflects the transfer, on July 17, 2025, of 67,358 shares of Class B Common Stock from the HB 2024 Annuity Trust to the Biswas Family Trust.
20. Consists of shares held by the HB 2024 Annuity Trust.
21. 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.
22. 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 08/07/2025
** 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

How many Samsara (IOT) shares did CEO Sanjit Biswas sell?

He sold 160,000 Class A shares on 8/5-8/6/25 at ~$36-$37 each.

Were the insider sales pre-planned under Rule 10b5-1?

Yes. All tranches were executed pursuant to 10b5-1 plans adopted 30-Sep-2024.

What is Biswas’ remaining stake after the sale?

He still owns ≈852k-889k Class A shares, 1.32 M RSUs, and ~99 M convertible Class B shares.

Did the filing include any option exercises or conversions?

No. The Form 4 lists only open-market sales; derivative positions were unchanged.

Does the sale affect Samsara’s voting control structure?

No. Class B holdings confer the majority of votes, which remain with Biswas-controlled trusts.
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21.06B
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United States
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