Samsara Inc. ownership update: a group of Sands Capital entities and Frank M. Sands filed Amendment No. 3 to a Schedule 13G/A reporting passive holdings of Class A Common Stock. Sands Capital Management, LLC reports 15,657,744 shares (4.2%), Frank M. Sands reports 16,218,031 shares (4.4%), and Sands Capital Alternatives, LLC reports 552,488 shares (0.1%). The filing cites 368,421,323 shares outstanding as of March 9, 2026 per the issuer's Form 10-K.
Positive
None.
Negative
None.
Insights
Large passive holder positions disclosed by Sands Capital and Frank M. Sands; no control claim.
The filing shows passive, aggregated holdings across related Sands entities with shared voting and dispositive power noted in the cover rows. The largest reported line is 16,218,031 shares held by Frank M. Sands (4.4%).
Because this is a Schedule 13G/A, the position is characterized as passive; cash‑flow treatment and sale intentions are not included in the excerpt. Subsequent filings would show any shift to active ownership or Schedule 13D status.
Key Figures
Shares outstanding used:368,421,323 sharesFrank M. Sands beneficial ownership:16,218,031 sharesSands Capital Management, LLC beneficial ownership:15,657,744 shares+1 more
4 metrics
Shares outstanding used368,421,323 sharesas of March 9, 2026 (per issuer Form 10-K)
Frank M. Sands beneficial ownership16,218,031 sharesreported holding, equals 4.4% of class
Sands Capital Management, LLC beneficial ownership15,657,744 sharesreported holding, equals 4.2% of class
Sands Capital Alternatives, LLC beneficial ownership552,488 sharesreported holding, equals 0.1% of class
Key Terms
Schedule 13G/A, beneficially own, shared dispositive power
3 terms
Schedule 13G/Aregulatory
"Amendment No. 3 to Schedule 13G/A reporting passive beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownregulatory
"Sands holds ultimate voting and investment power over the securities held"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared dispositive powerregulatory
"Shared Dispositive Power 15,657,744.00 appears in the cover rows"
What does the Samsara (IOT) Schedule 13G/A Amendment No. 3 disclose?
It discloses passive holdings by Sands Capital entities and Frank M. Sands. The filing lists 16,218,031 shares (4.4%) for Frank M. Sands and related entity positions tied to Sands Capital, based on 368,421,323 shares outstanding as of March 9, 2026.
How much of Samsara does Sands Capital Management own according to the filing?
Sands Capital Management, LLC reports beneficial ownership of 15,657,744 shares, representing 4.2% of Class A Common Stock. This percentage uses the issuer's stated 368,421,323 shares outstanding as its denominator.
Are the Sands filings reporting control or passive ownership of Samsara shares?
The Schedule 13G/A is filed to report passive ownership. The Reporting Persons state they may have voting or investment power through related entities, and the submission is presented under passive ownership classifications rather than an active Schedule 13D claim.
Do any clients of Sands Capital hold more than 5% of Samsara per this filing?
The filing states that clients of Sands Capital Management and Sands Capital Alternatives hold securities in accounts, and no such client's interest exceeds 5% of the class; reported >5% positions are attributed to the Sands entities themselves, not individual clients.
What share count does the filing use to compute percentages for Samsara ownership?
Percentages are computed using 368,421,323 Shares outstanding as of March 9, 2026, cited from the issuer's Form 10-K filed March 16, 2026, as stated in the reporting rows' comment fields.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Samsara Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
79589L106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
79589L106
1
Names of Reporting Persons
SANDS CAPITAL MANAGEMENT, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6
Shared Voting Power
10,961,388.00
7
Sole Dispositive Power
8
Shared Dispositive Power
15,657,744.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,657,744.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 368,421,323 Shares outstanding as of March 9, 2026 (according to the Issuer's Form 10-K as filed with the Securities and Exchange Commission on March 16, 2026).
SCHEDULE 13G
CUSIP Number(s):
79589L106
1
Names of Reporting Persons
Sands Capital Alternatives, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6
Shared Voting Power
552,488.00
7
Sole Dispositive Power
8
Shared Dispositive Power
552,488.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
552,488.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 368,421,323 Shares outstanding as of March 9, 2026 (according to the Issuer's Form 10-K as filed with the Securities and Exchange Commission on March 16, 2026).
SCHEDULE 13G
CUSIP Number(s):
79589L106
1
Names of Reporting Persons
Sands Capital Scaling Innovation Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6
Shared Voting Power
7,799.00
7
Sole Dispositive Power
8
Shared Dispositive Power
7,799.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,799.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 368,421,323 Shares outstanding as of March 9, 2026 (according to the Issuer's Form 10-K as filed with the Securities and Exchange Commission on March 16, 2026).
SCHEDULE 13G
CUSIP Number(s):
79589L106
1
Names of Reporting Persons
SANDS FRANK M.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6
Shared Voting Power
11,521,675.00
7
Sole Dispositive Power
8
Shared Dispositive Power
16,218,031.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,218,031.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IN, HC
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 368,421,323 Shares outstanding as of March 9, 2026 (according to the Issuer's Form 10-K as filed with the Securities and Exchange Commission on March 16, 2026).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Samsara Inc.
(b)
Address of issuer's principal executive offices:
1 DE HARO STREET, 1 DE HARO STREET, SAN FRANCISCO, CALIFORNIA, 94107.
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed jointly by: (i) Sands Capital Scaling Innovation Fund, L.P. ("Sands Scaling Innovation"); (ii) Sands Capital Alternatives, LLC ("SCA"); (iii) Sands Capital Management, LLC ("SCM"); and (iv) Frank M. Sands ("Sands"). Sands Scaling Innovation, SCA, SCM, and Sands are together referred to herein as the "Reporting Persons".
Sands Capital Scaling Innovation Fund-GP, L.P. ("Sands Scaling Innovation-GP LP") is the general partner of Sands Scaling Innovation. Sands Capital Scaling Innovation Fund-GP, LLC ("Sands Scaling Innovation-GP LLC" and, together with Sands Scaling Innovation-GP LP, the "Sands General Partners") is the general partner of Sands Scaling Innovation-GP LP.
Sands holds ultimate voting and investment power over the securities held by Sands Scaling Innovation, SCA, and SCM, and thus may be deemed to beneficially own the shares of Class A Common Stock beneficially owned by Sands Scaling Innovation, SCA, and SCM. Each Reporting Person and the Sands General Partners disclaim beneficial ownership of any securities except to the extent of their respective pecuniary interests therein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons and the Sands General Partners is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209.
(c)
Citizenship:
Each of Sands Scaling Innovation, the Sands General Partners, SCA and SCM is organized under the laws of the State of Delaware. Sands is a citizen of the United States.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
79589L106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See rows 5 through 11 of cover pages.
(b)
Percent of class:
See rows 5 through 11 of cover pages.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See rows 5 through 11 of cover pages.
(ii) Shared power to vote or to direct the vote:
See rows 5 through 11 of cover pages.
(iii) Sole power to dispose or to direct the disposition of:
See rows 5 through 11 of cover pages.
(iv) Shared power to dispose or to direct the disposition of:
See rows 5 through 11 of cover pages.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Securities reported on this Schedule 13G are held in the accounts of various clients of SCA and SCM, which may include pension plans, endowments, foundations, mutual funds, charities, state and municipal government entities, Taft-Hartley plans, families, and individuals, among other types. Such clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No such client's interest in the class of securities reported herein is more than 5%.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
SANDS CAPITAL MANAGEMENT, LLC
Signature:
/s/ Alexandra R. Fulk
Name/Title:
Alexandra R. Fulk, Chief Compliance Officer, Senior Counsel
Date:
05/08/2026
Sands Capital Alternatives, LLC
Signature:
/s/ Jonathan Goodman
Name/Title:
Jonathan Goodman, General Counsel
Date:
05/08/2026
Sands Capital Scaling Innovation Fund, L.P.
Signature:
/s/ Jonathan Goodman
Name/Title:
Jonathan Goodman, General Counsel of the GP of the GP of Sands Capital Scaling Innovation Fund, L.P.
Date:
05/08/2026
SANDS FRANK M.
Signature:
/s/ Frank M. Sands
Name/Title:
Frank M. Sands
Date:
05/08/2026
Comments accompanying signature: Sands Capital Scaling Innovation Fund, L.P. signed by Sands Capital Scaling Innovation Fund-GP, L.P., its general partner, by Sands Capital Scaling Innovation Fund-GP, LLC, its general partner, by Jonathan Goodman, General Counsel.
