8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2, 2024

SAMSARA INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41140	47-3100039
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1 De Haro Street San Francisco, California 94107
(Address of principal executive offices, including zip code)

(415) 985-2400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	IOT	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01    Other Events.

On January 2, 2024, Samsara Inc. (“Samsara”) announced that Sanjit Biswas, Chief Executive Officer, co-founder, and director, and John Bicket, Chief Technology Officer, co-founder, and director, each previously adopted pre-arranged stock trading plans on behalf of affiliated family trusts as part of their individual long-term strategies for achieving asset diversification and liquidity. Using these trading plans, which were adopted on September 29, 2023 and disclosed in Samsara’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2023, Mr. Biswas and Mr. Bicket will spread their planned stock sales out from January 2, 2024 through December 28, 2024 to reduce the market impact of such sales on any given day. All sales of shares under Mr. Biswas’ and Mr. Bicket’s trading plans are subject to volume limitations pursuant to Rule 144 of the Securities Act of 1933, as amended, which limits the amount of shares that may be sold in any three-month period, as well as other conditions specified under their respective trading plans.

As of January 1, 2024, Mr. Biswas and Mr. Bicket collectively beneficially own approximately 218.05 million shares of Samsara common stock, including 217.89 million shares of Class B common stock and 0.16 million shares of Class A common stock, or approximately 40.37% of Samsara shares outstanding as of October 28, 2023. Subject to the terms and conditions of their trading plans and assuming no additional grants of equity awards, Mr. Biswas and Mr. Bicket each intends to sell up to approximately 5.00 million shares held by affiliated family trusts. If Mr. Biswas and Mr. Bicket complete all of the planned sales under their trading plans, they would continue to collectively beneficially own approximately 208.05 million shares, or approximately 38.52% of Samsara shares outstanding as of October 28, 2023 (assuming no other issuances of Samsara’s capital stock or equity awards occur).

These trading plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as in effect at the time of plan adoption, and were adopted in accordance with Samsara’s policies regarding stock transactions by insiders. Transactions under these trading plans will be disclosed publicly through Form 144 and Form 4 filings with the SEC, to the extent required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SAMSARA INC.
Date: January 2, 2024	By:	/s/ Adam Eltoukhy
		Adam Eltoukhy
		Executive Vice President, Chief Legal Officer and Corporate Secretary

XML

Cover	Jan. 02, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 02, 2024
Entity Registrant Name	SAMSARA INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41140
Entity Tax Identification Number	47-3100039
Entity Address, Address Line One	1 De Haro Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94107
City Area Code	415
Local Phone Number	985-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	IOT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001642896