Samsara (NYSE: IOT) insider reports RSU tax withholding and ES Trust transfer

Rhea-AI Filing Summary

Samsara Inc. reporting person Adam Eltoukhy reported routine equity changes related to restricted stock units. On the non-derivative side, 9,602 shares of Class A Common Stock were withheld by the company at $33.62 per share to cover tax obligations tied to RSU vesting, leaving 449,209 shares held directly.

The filing also shows 142,443 shares of Class A Common Stock held indirectly through the ES Trust, which holds shares over which the reporting person has voting or investment power. This indirect balance reflects a transfer of 9,494 shares from the reporting person to the ES Trust and is not an open‑market trade.

Insights

Equity compensation and insider-transactions analyst

Filing shows routine RSU tax withholding and trust transfer, not market selling.

The key transaction is an F-code disposition: 9,602 shares of Samsara Class A Common Stock withheld at $33.62 per share to satisfy tax obligations on RSU vesting. This is a standard, non-market mechanism and does not represent an open-market sale.

After this withholding, the reporting person holds 449,209 shares directly. Separately, 142,443 shares are held indirectly in the ES Trust, reflecting a transfer of 9,494 shares into that trust. The filing shows no option exercises, open‑market buys, or sales, so the informational signal for investors is limited.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Eltoukhy Adam

Role SEE REMARKS

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	9,602	$33.62	$323K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 449,209 shares (Direct, null); Class A Common Stock — 142,443 shares (Indirect, See footnote)

Footnotes (1)

1. Represents shares that have been withheld by the Issuer to cover tax obligations in connection with the vesting of restricted stock units (RSUs). 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. The number of shares held reflects the transfer of 9,494 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"). Consists of shares held by the ES Trust.

Key Figures

Tax-withholding shares: 9,602 shares Withholding price: $33.62 per share Direct holdings after transaction: 449,209 shares +2 more

5 metrics

Tax-withholding shares 9,602 shares Withheld to cover RSU tax obligations

Withholding price $33.62 per share Value used for F-code tax-withholding disposition

Direct holdings after transaction 449,209 shares Class A Common Stock held directly after tax withholding

Indirect holdings via ES Trust 142,443 shares Class A Common Stock held indirectly through ES Trust

Shares transferred to ES Trust 9,494 shares Transfer from reporting person to ES Trust

Key Terms

restricted stock units (RSUs), tax-withholding disposition, Class A Common Stock, ES Trust, +1 more

5 terms

restricted stock units (RSUs) financial

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

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common Stock financial

"security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

ES Trust financial

"Consists of shares held by the ES Trust."

indirect ownership financial

"Consists of shares held by the ES Trust."

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Form 4 Insider Transactions: What Each Field Means →

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).

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 CALIFORNIA 94107

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/10/2026		F(1)		9,602	D	$33.62	449,209(2)(3)	D
Class A Common Stock								142,443(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 9,494 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 Administrative Officer and Secretary

	/s/ Adam Eltoukhy	06/12/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Samsara reported an F-code transaction where 9,602 shares of Class A Common Stock were withheld at $33.62 per share to cover tax obligations from RSU vesting, a routine non-market tax-settlement event rather than an open-market purchase or sale.

Did Adam Eltoukhy sell Samsara (IOT) shares in the open market?

No open-market sale is reported. The 9,602 shares shown were withheld by Samsara to satisfy tax obligations on vesting RSUs, which is classified as a tax-withholding disposition and not a discretionary market sale of shares.

How many Samsara (IOT) shares does the reporting person hold after this Form 4?

After the tax-withholding disposition, the reporting person holds 449,209 shares of Class A Common Stock directly. In addition, 142,443 shares are held indirectly through the ES Trust, over which the reporting person has voting or investment power, according to the footnotes.

What is the ES Trust mentioned in the Samsara (IOT) Form 4 filing?

The ES Trust holds 142,443 Samsara Class A shares for the benefit of the reporting person and related parties. Footnotes state this balance includes 9,494 shares transferred from the reporting person and that the reporting person has voting or investment power over the trust’s holdings.

What role do restricted stock units (RSUs) play in this Samsara (IOT) filing?

The filing notes that certain securities are RSUs, each representing a right to receive one Class A share. The 9,602-share F-code transaction reflects shares withheld to pay taxes triggered by the vesting of these RSUs, a standard feature of equity compensation programs.