Samsara Inc. 8-K

What Happened

• Samsara Inc. announced that CEO and co‑founder Sanjit Biswas and EVP/CTO and co‑founder John Bicket adopted pre‑arranged 10b5-1 trading plans (adopted Sept 29, 2025; disclosed in the Form 10-Q filed Dec 9, 2025). Using those plans, each will spread planned share sales from January 6, 2026 through December 24, 2026. The plans were disclosed in an 8-K filed Jan 6, 2026.

Key Details

• Co‑founders: Sanjit Biswas (CEO) and John Bicket (EVP, CTO).
• Planned sales: each intends to sell up to approximately 5.00 million shares held by affiliated family trusts (up to ~10.0M shares combined).
• Ownership: As of Jan 1, 2026 they collectively beneficially owned ~196.30 million shares (≈34.02% of shares outstanding as of Nov 1, 2025); if all planned sales occur, they would collectively hold ~186.30 million shares (≈32.29%), assuming no other issuances or awards.
• Limits and compliance: Sales are subject to Rule 144 volume limits and other plan conditions, and the plans were designed to meet the affirmative defense under Rule 10b5-1(c). Future transactions will be reported via Form 144 and Form 4 as required.

Why It Matters

• These plans provide liquidity and diversification for two major insiders while aiming to reduce single‑day market impact by spreading sales over 2026. For investors, the key facts are the potential for up to ~10 million shares to be sold into the market over the year (subject to limits) and a modest decrease in insider ownership percentage if all sales occur. All sales remain subject to legal volume restrictions and will be publicly reported.