Samsara Inc. 8-K

What Happened

• Samsara Inc. announced it completed a legal reincorporation from the State of Delaware to the State of Nevada. The company filed the required conversion certificates on May 28, 2026, and the reincorporation became effective June 1, 2026 at 12:02 a.m. Pacific Time. At the Effective Time the company’s governing documents changed to a Nevada articles of incorporation (the Nevada Charter) and Nevada bylaws approved by the board.

Key Details

• Effective June 1, 2026 at 12:02 a.m. PT the company’s state of incorporation changed from Delaware to Nevada.
• All outstanding Class A and Class B shares, and outstanding options/RSUs, converted 1:1 to the same class under the Nevada corporation; stockholders do not need to exchange certificates.
• The company’s Class A common stock continues to trade on the NYSE under the symbol “IOT.”
• The filing says the Reincorporation did not change the business, management, locations, employees, assets, liabilities or material contracts (other than costs of the conversion). The company also adopted new indemnification agreements for its directors and executive officers (filed as Exhibit 10.1).
• The company notes that certain stockholder rights were changed; more detail is in the Information Statement the company filed with the SEC on May 11, 2026 and in the Plan of Conversion, Nevada Charter and Nevada Bylaws filed as exhibits.

Why It Matters

• This is primarily a legal and governance change: the company is now governed by Nevada law and new charter/bylaws, which can affect corporate governance and stockholder rights. The filing states there is no operational or financial change from the move. Investors who want to understand any changes to voting, indemnification, dispute resolution, or other governance-related rights should review the company’s Information Statement and the newly filed charter, bylaws and indemnification agreement.