Form 4: Samsara Executive Sells Over 10,000 Shares to Cover Tax Obligations

Samsara Inc.'s Executive Vice President, Chief Legal Officer, and Secretary, Adam Eltoukhy, sold 10,451 shares of Class A Common Stock for approximately $431,000 to cover tax withholding obligations related to restricted stock unit settlements.

Summary

• Adam Eltoukhy, Executive Vice President, Chief Legal Officer, and Secretary of Samsara Inc., reported the sale of 10,451 shares of Class A Common Stock.
• The sales occurred on June 10, 2025, in multiple non-discretionary transactions at weighted-average prices ranging from $40.4285 to $41.9484 per share.
• The total value of shares sold is approximately $430,696.
• These transactions were executed to cover tax withholding obligations arising from the settlement of restricted stock units (RSUs).
• Following these sales, Mr. Eltoukhy directly beneficially owns 395,646 shares of Class A Common Stock.
• Additionally, 96,379 shares are indirectly beneficially owned through the ES Trust, to which 8,645 shares were recently transferred from the reporting person.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While it involves insider selling, the stated reason is routine tax withholding for RSU settlement, which is a common and expected occurrence and not indicative of a negative outlook on the company by the insider.

Negatives

• An insider, Adam Eltoukhy, sold a total of 10,451 shares of Samsara Class A Common Stock.
• While stated as non-discretionary for tax purposes, insider selling can sometimes be perceived negatively by the market as it reduces the insider's direct stake in the company.

Risks

• Potential for negative market perception if investors misinterpret the reason for the insider sale, despite it being for tax withholding.
• Dilution of ownership for the reporting person due to the sale of shares to cover tax obligations.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Adam Eltoukhy, the reporting person, stated that the shares were disposed of in non-discretionary transactions to cover tax withholding obligations in connection with the settlement of restricted stock units (RSUs).
• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request to the issuer, any security holder, or the SEC staff.

Industry Context

This Form 4 filing reports a routine insider transaction for tax purposes and does not provide information relevant to broader industry trends or competitive landscape analysis.

Related Party Transactions

• The document notes the transfer of 8,645 shares of Class A Common Stock from the Reporting Person, Adam Eltoukhy, to AE and NS, Co-Trustees of the ES Trust, over which the Reporting Person has voting or investment power.
• The ES Trust is considered a related party as it holds shares indirectly beneficially owned by the reporting person.

Stakeholder Impact

• Shareholders: May observe a slight reduction in direct insider ownership, though the reason (tax withholding) is generally understood as routine and not a signal of lack of confidence.
• Employees: No direct impact mentioned, but general perception of executive shareholdings could indirectly influence morale.

Key Dates

Keywords

Samsara Inc., IOT, Form 4, Insider Trading, Stock Sale, Restricted Stock Units, RSU, Tax Withholding, Beneficial Ownership, Adam Eltoukhy, SEC Filing