Samsara Inc 8-K, filed May 1, 2026
Samsara Inc. (IOT)
About this 8-K
Samsara Inc filed this 8-K on May 1, 2026, reporting on events of April 29, 2026.
Items reported
- Item 5.07: Shareholder vote results
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 29, 2026, certain stockholders (the “Consenting Stockholders,” as defined below) of Samsara Inc. (the “Company”) holding at least a majority of the voting power of the Company’s outstanding shares of capital stock entitled to vote adopted resolutions by written consent in lieu of a meeting of stockholders to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation”). In connection with the Nevada Reincorporation, the Company will file with the U.S. Securities and Exchange Commission an information statement on Schedule 14C (the “Schedule 14C”) that will be mailed to all holders of record of the Company’s voting capital stock as of the close of business on April 28, 2026. Copies of the proposed plan of conversion, Nevada articles of incorporation and Nevada bylaws will be filed as appendices to the Schedule 14C.
The Consenting Stockholders are, collectively, SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012; spouse of Sanjit Biswas; Jordan Park Trust Company, LLC, Trustee of The Biswas Trust II u/a/d 10/14/2021; Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I u/a/d 11/11/2021; Sanjit Biswas, Trustee of the Sanjit Biswas 2024 Annuity Trust u/a/d 3/22/2024; HB, Trustee of the HB 2024 Annuity Trust u/a/d 3/22/2024; HB, Trustee of the HB 2025 Annuity Trust u/a/d 3/25/2025; Sanjit Biswas, Trustee of the Sanjit Biswas 2025 Annuity Trust u/a/d 3/25/2025; Sanjit Biswas, Trustee of the Sanjit Biswas 2026 Annuity Trust u/a/d 3/31/2026; HB, Trustee of the HB 2026 Annuity Trust u/a/d 3/31/2026; John C. Bicket, Trustee of the John C. Bicket Revocable Trust u/a/d 2/15/2013; spouse of John C. Bicket; Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust II u/a/d 10/8/2021; Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I u/a/d 11/10/2021; John C. Bicket and CBD, Co-Trustees of the Bicket-Dobson Revocable Trust u/a/d 12/23/2020; CBD, Trustee of the CBD 2024 Annuity Trust u/a/d 4/24/2024; John C. Bicket, Trustee of The John C. Bicket 2024 Annuity Trust u/a/d 4/24/2024; CBD, Trustee of the CBD 2025 Annuity Trust u/a/d 3/27/2025; John C. Bicket, Trustee of The John C. Bicket 2025 Annuity Trust u/a/d 3/27/2025; and John C. Bicket, Trustee of The John C. Bicket 2026 Annuity Trust u/a/d 3/31/2026. As of the close of business on April 28, 2026, the Consenting Stockholders together held 1,890,352 shares of Class A common stock and 190,739,972 shares of Class B common stock, representing approximately 76.7% of the voting power of our outstanding shares of capital stock of the Company entitled to vote.
In accordance with Rule 14c-2 under the Securities Exchange Act of 1934, the Company plans to effectuate the Nevada Reincorporation no earlier than twenty (20) calendar days after the commencement of mailing of the Schedule 14C to all holders of record of the Company’s voting capital stock as of the close of business on April 28, 2026.
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: May 1, 2026 | By: | /s/ Adam Eltoukhy | ||||
| Adam Eltoukhy | ||||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||