UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 529, 2025

SAMSARA INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41140	47-3100039
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 De Haro Street San Francisco, California 94107
(Address of principal executive offices, including zip code)

(415) 985-2400

(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

IOT

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~June~~July 529, 2025, Samsara Inc. (~~“Samsara” or~~ the “Company”) ~~issued~~held aits ~~press~~annual ~~release~~meeting ~~announcing~~of ~~its~~stockholders ~~financial~~(the ~~results~~“Annual ~~for~~Meeting”). ~~the~~The ~~three~~Company’s ~~months~~stockholders ~~ended~~voted ~~May 3,~~on ~~2025.~~the Afollowing ~~copy~~three ofproposals, ~~the~~which ~~press~~are ~~release~~described isin ~~attached~~more ~~hereto~~detail asin ~~Exhibit~~the ~~99.1~~Company’s todefinitive ~~this~~proxy ~~Current~~statement ~~Report~~filed onwith ~~Form~~the ~~8-K~~United States Securities and isExchange ~~incorporated~~Commission ~~herein~~on byJune 2, ~~reference.~~2025 (the “Proxy Statement”):

The information in this Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including the exhibit attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (~~the “Exchange Act”~~1),to orelect ~~otherwise~~nine ~~subject~~directors to the ~~liabilities~~Board of ~~that~~Directors ~~section,~~of ~~nor shall it be deemed incorporated by reference into any filing made by Samsara under~~ the ~~Securities~~Company ~~Act~~until ~~of 1933, as amended, or~~ the ~~Exchange~~next ~~Act,~~annual ~~regardless~~meeting of ~~any~~stockholders ~~general~~and ~~incorporation~~until ~~language~~their inrespective ~~such~~successors ~~filing,~~are ~~unless~~elected ~~expressly~~and ~~incorporated by specific reference in such filing.~~qualified;

~~Item~~(2)to ~~9.01 Financial~~ratify ~~Statements~~the ~~and~~appointment ~~Exhibits.~~of Deloitte & Touche LLP, an independent registered public accounting firm, as auditors for the fiscal year ending January 31, 2026; and

(d3)to ~~Exhibits~~vote on the compensation of our named executive officers.

Exhibit Number						Description of Exhibit
99.1						Press release issued by Samsara Inc. dated June 5, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal 1 – Election of Directors.

Each of the following nominees was elected to serve as a director and to hold office until the Company’s next annual meeting of stockholders and until his or her respective successor has been duly elected and qualified, or until such director’s earlier death, resignation, or removal, based on the following results of voting:


	For	Withhold	Broker Non-Votes
Sanjit Biswas	2,715,025,336	5,056,866	18,977,654
John Bicket	2,718,321,710	1,760,492	18,977,654
Marc Andreessen	2,717,321,213	2,760,989	18,977,654
Todd Bluedorn	2,680,150,828	39,931,374	18,977,654
Sue Bostrom	2,709,316,564	10,765,638	18,977,654
Jonathan Chadwick	2,714,262,890	5,819,312	18,977,654
Alyssa Henry	2,719,756,659	325,543	18,977,654
Ann Livermore	2,658,566,020	61,516,182	18,977,654
Sue Wagner	2,679,996,186	40,086,016	18,977,654

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm.

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 was ratified based on the following results of voting:


For	Against	Abstain
2,738,034,647	782,379	242,830

Proposal 3 – Advisory Vote on the Compensation of Our Named Executive Officers.

The vote to approve the compensation of our named executive officers was ratified based on the following results of voting:


For	Against	Abstain	Broker Non-Votes
2,682,157,009	37,617,641	307,552	18,977,654

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SAMSARA INC.
Date: June 5, 2025	By:	/s/ Adam Eltoukhy
Date: July 31, 2025	By:	/s/ Adam Eltoukhy
		Adam Eltoukhy
		Executive Vice President, Chief Legal Officer and Corporate Secretary

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