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
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices, including zip code) | |||||||||||
(415 ) 985-2400
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| Not Applicable | ||
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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 | ||||||||