iot-20260106

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 6, 2026

SAMSARA INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41140	47-3100039
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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 6, 2026, Samsara Inc. (“Samsara”) announced that Sanjit Biswas, Chief Executive Officer, co-founder, and director, and John Bicket, Executive Vice President, 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, 2025 and disclosed in Samsara’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2025, Mr. Biswas and Mr. Bicket will spread their planned stock sales out from January 6, 2026 through December 24, 2026 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, 2026, Mr. Biswas and Mr. Bicket collectively beneficially owned approximately 196.30 million shares of Samsara common stock, or approximately 34.02% of Samsara shares outstanding as of November 1, 2025. 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 186.30 million shares, or approximately 32.29% of Samsara shares outstanding as of November 1, 2025 (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 6, 2026	By:	/s/ Adam Eltoukhy
		Adam Eltoukhy
		Executive Vice President, Chief Legal Officer and Corporate Secretary

Samsara Inc. filed SEC Form 8-K: Other Events