[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 transactions on 09/15/2025. He disposed of a total of 18,219 shares of Class A common stock in non-discretionary sales to cover tax withholding on vested restricted stock units (RSUs). The filings report sales of 7,862 shares at a weighted-average price of $38.773 and 10,357 shares at a weighted-average price of $39.4365. After these transactions the report shows beneficial ownership figures of 313,055 and 302,698 shares in the relevant rows, and an indirect holding of 117,963 shares held by the ES Trust following a transfer of 18,707 shares into that trust. The reporting person certifies availability of detailed sale-price breakdowns upon request.

Positive

• Transactions were routine and tax-related, consisting of share sales to satisfy tax withholding associated with RSU settlements.
• Reporting transparency is maintained: weighted-average prices disclosed and the filer offers to provide detailed per-trade pricing on request.
• Transfer to trust preserved governance as shares moved to the ES Trust where the reporting person retains voting or investment power.

Negative

• Insider sale of 18,219 shares reduced direct holdings and could be interpreted by some investors as supply pressure, despite tax-driven rationale.
• Form 4 lacks per-trade price breakdown in the table, only providing weighted-average ranges, requiring requests for full transparency.

Insights

Corporate Governance Expert

TL;DR: Routine tax-related insider share sales and a trust transfer; no indication of unusual trading or governance change.

The Form 4 discloses standard post-vesting activity: shares were sold to satisfy tax withholding obligations associated with RSU settlements and a modest transfer of shares into a trust for which the reporting person retains voting or investment power. These actions align with common equity-compensation administration rather than signaling strategic disposition. The filing includes weighted-average prices and an offer to provide per-trade price breakdowns, which improves transparency. No options, derivatives, or additional departures from past reporting behavior are disclosed.

Securities Analyst

TL;DR: Insider sold 18,219 shares at ~$38.77–$39.44 to cover taxes; overall direct and indirect holdings remain sizable.

The transactions are quantitative but limited in scale relative to typical executive holdings disclosed here: aggregated sales of 18,219 shares at weighted-average prices near $39 result from routine tax withholding on vested RSUs. The transfer of 18,707 shares into the ES Trust changes beneficial ownership composition but not necessarily control dynamics given retained voting/investment power. Absent other disclosures, these trades are unlikely to materially alter investor valuation models.

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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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 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)
09/15/2025

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	09/15/2025		S(1)		7,862	D	$38.773(2)	313,055(3)(4)	D
Class A Common Stock	09/15/2025		S(1)		10,357	D	$39.4365(5)	302,698(3)	D
Class A Common Stock								117,963(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. 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 $38.135 to $39.13, 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 18,707 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. 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 $39.15 to $39.77, 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 ES Trust.

Remarks:

Executive Vice President, Chief Legal Officer and Secretary

	/s/ Adam Eltoukhy	09/17/2025
	** 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 Samsara (IOT) insider Adam Eltoukhy report on 09/15/2025?

He reported sales of 7,862 shares at a weighted-average price of $38.773 and 10,357 shares at a weighted-average price of $39.4365, to cover tax withholding on vested RSUs.

Why were the shares sold according to the Form 4 for IOT?

The shares were sold in non-discretionary transactions to cover tax withholding obligations related to the settlement of restricted stock units (RSUs).

How many total shares were sold and what is the total sold amount?

A total of 18,219 shares were sold; the filing reports weighted-average prices of $38.773 and $39.4365 for the respective sale groups.

Did Adam Eltoukhy transfer any shares to a trust?

Yes, the filing reports a transfer of 18,707 shares to the ES Trust, over which he retains voting or investment power; 117,963 shares are reported as indirectly held by the trust.

Does the Form 4 include detailed per-trade prices for the sales?

No; the filing provides weighted-average prices and price ranges and states the reporting person will provide detailed per-trade information to the issuer, security holders, or SEC staff upon request.