Samsara officer Eltoukhy sells 18,219 shares to cover taxes

Eltoukhy Adam reported reported sale transactions in this Form 4 filing.

Rhea-AI Filing Summary

Eltoukhy Adam reported reported sale transactions in this Form 4 filing.

Samsara Inc. officer Adam Eltoukhy disposed of an aggregate 18,219 shares of Class A Common Stock on September 15, 2025 in two transactions at weighted-average prices of $38.7730 and $39.4365, to cover tax withholding obligations related to RSU settlements. After these transactions he holds 302,698 shares directly and 117,963 shares indirectly through the ES Trust.

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.

Insider Trade Summary

Net Seller: 18,219 shares

Net Sell 3 txns

Insider Eltoukhy Adam

Role SEE REMARKS

Sold 18,219 shs ($713K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	7,862	$38.773	$305K
Sale	Class A Common Stock	10,357	$39.4365	$408K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 302,698 shares (Direct); Class A Common Stock — 117,963 shares (Indirect, See footnote)

Footnotes (6)

1. F1. 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. F2. 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. F3. 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. F4. 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. F5. 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. F6. Consists of shares held by the ES Trust.

Key Figures

Aggregate shares sold: 18,219 shares First transaction price: $38.7730 per share Second transaction price: $39.4365 per share +4 more

7 metrics

Aggregate shares sold 18,219 shares Total Class A shares disposed of on 2025-09-15

First transaction price $38.7730 per share Weighted-average price for 7,862 shares sold on 2025-09-15

Second transaction price $39.4365 per share Weighted-average price for 10,357 shares sold on 2025-09-15

Direct holdings after transaction 302,698 shares Class A Common Stock held directly by Adam Eltoukhy post-transaction

Indirect ES Trust holdings 117,963 shares Class A Common Stock held indirectly through the ES Trust

First trade price range $38.135 to $39.13 Range of prices for multiple trades in first sale batch

Second trade price range $39.15 to $39.77 Range of prices for multiple trades in second sale batch

Key Terms

restricted stock units (RSUs), weighted-average price, non-discretionary transactions, tax withholding obligations, +1 more

5 terms

restricted stock units (RSUs) financial

"Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share."

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.

weighted-average price financial

"The "Amount" and "Price" reported reflect the aggregate number and weighted-average price of shares sold."

Weighted-average price is the average of multiple prices where each price is counted according to its size or importance—larger trades carry more weight than smaller ones, like averaging course grades by credit hours. It matters to investors because it gives a more realistic picture of the true price paid or received, helping assess trade execution, compare performance, calculate cost basis, and value positions more accurately than a simple average.

non-discretionary transactions financial

"These shares were disposed of in non-discretionary transactions to cover tax withholding obligations."

tax withholding obligations financial

"Disposed of in non-discretionary transactions to cover the Reporting Person's tax withholding obligations."

ES Trust financial

"Consists of shares held by the ES Trust over which the Reporting Person has voting or investment power."

FAQ

How many Samsara Inc. (IOT) shares did Adam Eltoukhy sell on September 15, 2025?

Adam Eltoukhy disposed of 18,219 shares of Samsara Inc. Class A Common Stock on September 15, 2025, in two transactions. Footnotes state these sales were non-discretionary and made to cover tax withholding obligations from restricted stock unit (RSU) settlements.

What prices were received in Adam Eltoukhy’s Samsara (IOT) share sales?

Eltoukhy’s sales used weighted-average prices of $38.7730 and $39.4365 per share. The shares were sold in multiple trades within ranges of $38.135–$39.13 and $39.15–$39.77, as disclosed in the transaction footnotes.

How many Samsara Inc. (IOT) shares does Adam Eltoukhy hold after these transactions?

Following the reported transactions, Eltoukhy holds 302,698 shares directly of Samsara Inc. Class A Common Stock. He also has 117,963 shares indirectly, held through the ES Trust over which he has voting or investment power, according to the filing footnotes.

Were Adam Eltoukhy’s Samsara (IOT) share sales discretionary trades?

The filing specifies that the 18,219 shares were disposed of in non-discretionary transactions to satisfy tax withholding obligations. These sales were linked to the settlement of restricted stock unit (RSU) awards rather than discretionary portfolio trades.

How are RSUs described in Adam Eltoukhy’s Samsara Inc. (IOT) filing?

The filing notes that certain securities are restricted stock units (RSUs), each representing a contingent right to receive one share of Class A Common Stock. Issuance is subject to the applicable vesting schedule and conditions specified for each RSU award.

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Accepted by SEC EDGAR 09/17/2025 - 05:25 PM Learn about SEC filing dates

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 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.
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