Samsara Inc. 8-K

What Happened On April 29, 2026, certain stockholders holding at least a majority of Samsara Inc.'s voting power adopted written consents approving the company's conversion to reincorporate from the State of Delaware to the State of Nevada (the "Nevada Reincorporation"). The filing states the Company will mail an information statement on Schedule 14C to all holders of record of voting capital stock as of the close of business on April 28, 2026, and will file copies of the proposed plan of conversion, Nevada articles of incorporation and Nevada bylaws as appendices to that Schedule 14C.

Key Details

• Written consent adopted: April 29, 2026; record date for mailing Schedule 14C: April 28, 2026.
• Consenting Stockholders hold 1,890,352 shares of Class A and 190,739,972 shares of Class B common stock — about 76.7% of the voting power entitled to vote.
• The Consenting Stockholders include parties related to founders/trustees such as Sanjit Biswas and John C. Bicket and multiple related trusts and trustees (detailed in the filing).
• Per Rule 14c-2, the Company will not effect the Nevada Reincorporation earlier than 20 calendar days after mailing of the Schedule 14C begins.

Why It Matters The filing confirms that holders controlling a supermajority of voting power have approved the move to Nevada and that investors will soon receive a Schedule 14C with the full plan and proposed governing documents. That Schedule 14C is the primary document investors should review to understand the proposed new Nevada articles and bylaws and the timing of the conversion. The 20-day waiting period means the conversion will not be immediate upon mailing; no other operational or financial changes were disclosed in this 8-K.