Form 4: Samsara CFO Sells Shares Under 10b5-1 Plan

Samsara's CFO, Dominic Phillips, sold a total of 18,348 shares of Class A Common Stock on December 5, 2025, under a pre-arranged 10b5-1 trading plan.

Summary

• Dominic Phillips, Samsara Inc.'s Executive Vice President and Chief Financial Officer, reported sales of Class A Common Stock.
• A total of 18,348 shares were sold on December 5, 2025.
• The sales were executed under a Rule 10b5-1 trading plan adopted on December 31, 2024.
• The shares were sold in multiple transactions at weighted-average prices ranging from $42.56 to $47.1451.
• Following these transactions, Dominic Phillips directly beneficially owns 683,425 shares of Class A Common Stock.
• Additionally, 1,061,816 shares are indirectly beneficially owned through The Phillips Family Trust.
• The reported direct beneficial ownership reflects a transfer of 18,348 shares of Class A Common Stock from The Phillips Family Trust to the Reporting Person.
• Certain beneficially owned securities are Restricted Stock Units (RSUs), representing a contingent right to receive one share of Class A Common Stock subject to vesting.

Sentiment

Score: 5

Explanation: The sale was executed under a pre-arranged 10b5-1 plan, which typically indicates personal financial planning rather than a reaction to new company-specific news. This mitigates any negative sentiment usually associated with insider selling.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned personal financial management strategy rather than a reaction to new, undisclosed negative information.

Negatives

• An insider sale, even if pre-planned, reduces the direct equity stake of a key executive in the company.

Risks

• While the sale is pre-planned, some investors might interpret any insider selling as a potential signal, however minor, regarding future company performance or valuation, even if it's for personal financial diversification.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This filing reports an individual insider transaction and does not directly relate to broader industry trends or competitive dynamics.

Comparison to Industry Standards

• Not applicable as this filing details an individual insider stock transaction, not company performance metrics that can be benchmarked against industry standards.

Related Party Transactions

• The reported direct beneficial ownership reflects a transfer of 18,348 shares of Class A Common Stock from The Phillips Family Trust, of which the Reporting Person and his spouse serve as trustees, to the Reporting Person.
• 1,061,816 shares are indirectly beneficially owned through The Phillips Family Trust.

Stakeholder Impact

• Shareholders may note the reduction in direct equity ownership by a key executive, although the pre-planned nature of the sale under a 10b5-1 plan generally lessens concerns about its implications for company performance.

Key Dates

Recommendation

The reported transactions are routine insider sales executed under a pre-established Rule 10b5-1 trading plan. Such planned sales are generally for personal financial management and do not typically signal a change in the company's fundamental outlook or warrant a change in investment recommendation. Investors should focus on the company's operational performance and strategic initiatives.

Keywords

Samsara, IOT, Form 4, insider trading, stock sale, 10b5-1, Dominic Phillips, CFO