Samsara (NYSE: IOT) holders approve Nevada reincorporation plan

Rhea-AI Filing Summary

Samsara Inc. reports that certain major stockholders have approved a plan to reincorporate the company from Delaware to Nevada by conversion. These Consenting Stockholders acted by written consent instead of holding a stockholder meeting.

As of the close of business on April 28, 2026, the Consenting Stockholders 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 entitled to vote. Samsara plans to complete the Nevada reincorporation no earlier than 20 calendar days after mailing an information statement on Schedule 14C to all holders of record of its voting capital stock as of that same date.

Insights

Corporate governance analyst

Samsara’s majority holders approved a move from Delaware to Nevada via written consent.

Samsara Inc. obtained written consent from stockholders holding about 76.7% of its voting power to approve reincorporation from Delaware to Nevada. This allows the company to proceed without a formal stockholder meeting, using a Schedule 14C information statement instead.

Reincorporation changes the governing state law for the company’s charter, bylaws, and fiduciary framework. The filing lists numerous Biswas and Bicket family trusts as Consenting Stockholders, underscoring concentrated voting control. Actual effects will depend on the final Nevada charter, bylaws, and timing of the conversion.

The company plans to effect the Nevada reincorporation no earlier than 20 calendar days after Schedule 14C mailing to holders of record as of April 28, 2026. Subsequent filings may detail any practical changes in governance or shareholder rights under Nevada law.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares held by Consenting Stockholders: 1,890,352 shares Class B shares held by Consenting Stockholders: 190,739,972 shares Voting power of Consenting Stockholders: Approximately 76.7% +2 more

5 metrics

Class A shares held by Consenting Stockholders 1,890,352 shares Held as of close of business on April 28, 2026

Class B shares held by Consenting Stockholders 190,739,972 shares Held as of close of business on April 28, 2026

Voting power of Consenting Stockholders Approximately 76.7% Voting power of outstanding capital stock entitled to vote as of April 28, 2026

Minimum wait before reincorporation 20 calendar days No earlier than 20 days after commencement of Schedule 14C mailing

Record date for Schedule 14C mailing April 28, 2026 Holders of record of voting capital stock on this date will receive Schedule 14C

Key Terms

written consent, Schedule 14C, Nevada Reincorporation, Class B common stock, +1 more

5 terms

written consent regulatory

"adopted resolutions by written consent in lieu of a meeting of stockholders"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Schedule 14C regulatory

"file with the U.S. Securities and Exchange Commission an information statement on Schedule 14C"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

Nevada Reincorporation regulatory

"approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation”)"

Class B common stock financial

"held 1,890,352 shares of Class A common stock and 190,739,972 shares of Class B common stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

voting power financial

"representing approximately 76.7% of the voting power of our outstanding shares of capital stock"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

Understanding 8-K Material Events →

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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): April 29, 2026

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 ☐

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. ☐

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

FAQ

What corporate change did Samsara Inc. (IOT) announce in this 8-K?

Samsara Inc. reported that certain major stockholders approved reincorporation from Delaware to Nevada by conversion. The approval came through written consents instead of a meeting, allowing the company to proceed after mailing a Schedule 14C information statement to voting stockholders of record.

Who are the Consenting Stockholders for Samsara Inc. (IOT) and what is their voting power?

The Consenting Stockholders include various Biswas and Bicket family trusts, spouses, and related annuity trusts, along with Jordan Park Trust Company entities. As of April 28, 2026, they collectively held 1,890,352 Class A shares and 190,739,972 Class B shares, representing about 76.7% of voting power.

How will Samsara Inc. (IOT) inform shareholders about the Nevada reincorporation?

Samsara Inc. plans to file an information statement on Schedule 14C with the SEC and mail it to all holders of record of its voting capital stock as of April 28, 2026. The document will include the plan of conversion, Nevada articles of incorporation, and Nevada bylaws as appendices.

When can Samsara Inc. (IOT) complete its reincorporation to Nevada?

Samsara Inc. plans to effect the Nevada reincorporation no earlier than 20 calendar days after the Schedule 14C mailing begins. That mailing goes to all holders of record of the company’s voting capital stock as of the close of business on April 28, 2026.

What role do Class A and Class B shares play in Samsara Inc. (IOT) voting on reincorporation?

Voting power for the reincorporation is based on Samsara’s outstanding capital stock entitled to vote, including Class A and Class B shares. As of April 28, 2026, Consenting Stockholders held 1,890,352 Class A shares and 190,739,972 Class B shares, giving them majority voting control.

What documents related to the Nevada move will Samsara Inc. (IOT) provide?

Samsara Inc. will attach the proposed plan of conversion, Nevada articles of incorporation, and Nevada bylaws as appendices to its Schedule 14C. These documents will outline the structure and terms of the company’s reincorporation from Delaware to Nevada under Nevada corporate law.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB