Form 4: Samsara Executive Sells Shares for Tax Obligations

Samsara's Chief Legal Officer, Adam Eltoukhy, sold 18,952 shares of Class A Common Stock at an average price of $40.7158 to cover tax withholding obligations related to RSU settlements.

Summary

• Adam Eltoukhy, Executive Vice President, Chief Legal Officer, and Secretary of Samsara Inc., reported a transaction involving the company's Class A Common Stock.
• On December 15, 2025, Eltoukhy disposed of 18,952 shares of Class A Common Stock.
• The shares were sold at a weighted-average price of $40.7158, with individual transaction prices ranging from $40.40 to $41.255.
• This disposal was a non-discretionary transaction executed to cover tax withholding obligations associated with the settlement of Restricted Stock Units (RSUs).
• Following this transaction, Eltoukhy directly beneficially owns 246,675 shares (including RSUs) and indirectly owns 131,235 shares through the ES Trust.
• A transfer of 17,975 shares of Class A Common Stock was made from Eltoukhy to the ES Trust, over which he retains voting or investment power.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary sale for tax purposes related to RSU vesting, which is a neutral event for the company's fundamental valuation or operational performance.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• These shares were disposed of in non-discretionary transactions to cover the Reporting Person's tax withholding obligations in connection with the settlement of awards of restricted stock units (RSUs).
• The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

Industry Context

This filing pertains to a routine insider transaction and does not provide information relevant to broader industry trends or competitive analysis.

Related Party Transactions

• Transfer of 17,975 shares of Class A Common Stock from Adam Eltoukhy to AE and NS, Co-Trustees of the ES Trust, over which Eltoukhy has voting or investment power.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, non-discretionary sale for tax purposes, not indicative of a change in management's confidence in the company.
• Employees, Customers, Suppliers, Creditors: No direct impact from this executive compensation-related transaction.

Key Dates

Recommendation

This Form 4 reports a routine 'sell-to-cover' transaction by an executive to satisfy tax obligations related to RSU vesting. Such transactions are common and typically pre-scheduled under Rule 10b5-1 plans, indicating no discretionary selling based on new material information. Therefore, it does not alter the fundamental investment thesis for Samsara Inc., warranting a 'hold' recommendation.

Keywords

Samsara Inc., IOT, Adam Eltoukhy, Insider Transaction, Form 4, Stock Sale, RSU Settlement, Tax Withholding, Executive Compensation