Form 4: Samsara CEO Sanjit Biswas Sells Shares

Samsara Inc. CEO Sanjit Biswas executed sales of Class A Common Stock totaling 159,000 shares through pre-arranged trading plans in late September 2025.

Summary

• Sanjit Biswas, CEO, Director, and 10% Owner of Samsara Inc. (IOT), reported multiple transactions involving Class A Common Stock on September 23 and 24, 2025.
• These transactions were conducted under Rule 10b5-1 trading plans adopted on September 30, 2024, by various trusts over which Mr. Biswas has voting or investment power.
• A total of 159,000 shares of Class A Common Stock were sold across various trusts, with weighted-average prices ranging from $37.5378 to $39.4434 per share.
• Specifically, 91,638 shares were sold at $38.8755, 8,772 shares at $39.4434, 6,000 shares at $39.3038, 27,000 shares at $39.0425, 24,184 shares at $37.5378, and 2,406 shares at $38.2496.
• Mr. Biswas also converted 513,000 shares of Class B Common Stock into Class A Common Stock on September 23, 2025, and subsequently disposed of 513,000 Class A shares at $0, likely a gift or transfer.
• A transfer of 209,050 shares of Class A Common Stock from the Reporting Person to the Biswas Family Trust is noted.
• Following these transactions, direct beneficial ownership includes 1,111,261 Class A Common Stock (restricted stock units), and indirect ownership through various trusts totals 937,542 Class A Common Stock (706,542 by Biswas Family Trust, 42,000 by The Biswas Trust I, 189,000 by The Biswas Trust II).
• Significant indirect holdings of Class B Common Stock remain across various trusts and the spouse, totaling over 99 million shares, convertible to Class A on a 1:1 basis.

Sentiment

Score: 4

Explanation: The filing indicates significant insider selling by the CEO, Sanjit Biswas, totaling 159,000 shares of Class A Common Stock. While these sales were executed under a pre-arranged 10b5-1 plan, which mitigates the immediate negative signal, substantial insider selling can still be interpreted by the market as a lack of conviction or a move to diversify personal holdings at what the insider considers a favorable price. The conversion of Class B to Class A and subsequent disposition of 513,000 shares at $0 (likely a gift/transfer) is neutral to slightly positive for liquidity but does not fully offset the direct sales.

Positives

• Conversion of 513,000 Class B Common Stock to Class A Common Stock, which increases the public float of Class A shares.
• Transactions were executed under a pre-arranged Rule 10b5-1 trading plan, indicating planned liquidity rather than a reaction to recent company performance or news.

Negatives

• Sanjit Biswas, a key insider (CEO, Director, and 10% Owner), sold a total of 159,000 shares of Class A Common Stock.
• The sales occurred at prices ranging from $37.155 to $39.54, potentially signaling a belief that the stock price is at an attractive level for personal liquidity.

Risks

• NA

Future Outlook

NA

Industry Context

NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Sales of Class A Common Stock were effected by the Biswas Family Trust, The Biswas Trust I, and The Biswas Trust II, all entities over which Sanjit Biswas has voting or investment power.
• A transfer of 209,050 shares of Class A Common Stock occurred from Sanjit Biswas to the Biswas Family Trust.
• Holdings of Class B Common Stock are also noted for Sanjit Biswas's spouse and various annuity trusts where Sanjit Biswas or HB (likely spouse) are trustees.

Stakeholder Impact

• Shareholders: The sale of 159,000 shares by the CEO could be perceived negatively, potentially leading to downward pressure on the stock price, although the 10b5-1 plan context might temper this. The conversion of Class B to Class A increases the public float of Class A shares.

Next Steps

• NA

Key Dates

Recommendation

While the insider sales by CEO Sanjit Biswas are a negative signal, they were conducted under a pre-arranged 10b5-1 plan, which suggests planned liquidity rather than a reaction to new negative information. The total number of shares sold (159,000) is significant but represents a small fraction of his overall beneficial ownership, especially considering the large Class B holdings. Without additional context on company performance or market conditions, a 'hold' recommendation is appropriate, advising investors to monitor future filings and company news for further insights. The conversion of Class B to Class A is a neutral event for the company's valuation but increases the tradable float.

Keywords

Samsara Inc., IOT, Sanjit Biswas, Insider Trading, Form 4, Stock Sale, CEO, 10b5-1 Plan, Class A Common Stock, Class B Common Stock, Trusts, Beneficial Ownership