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Samsara Inc.

For the period ended Jul 22, 2026. Filed Jun 1, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 22, 2026 · Filed Jun 1, 2026

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Contents

PAY VERSUS PERFORMANCE

Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers (“NEOs”) and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made during the fiscal year ended January 31, 2026 is described above in the Compensation Discussion and Analysis.

The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and our other NEOs for each year from fiscal year 2022, fiscal year 2023, fiscal year 2024, fiscal year 2025, and fiscal year 2026, compared to our total shareholder return (“TSR”) from December 15, 2021 (the date our Class A common stock began trading on NYSE) through the end of each such fiscal year, as well as our net loss and our adjusted free cash flow for each such fiscal year. See Appendix A for a reconciliation of financial measures prepared in accordance with generally accepted accounting principles (“GAAP”) to non-GAAP measures and other information.

Value of Initial Fixed $100 Investment Based On:
Fiscal Year(a)Summary Compensation Table Total for PEO(b) (1)(2)Compensation Actually Paid to PEO(c) (1)(3)Average SummaryCompensation Table Total for Non-PEO Named Executive Officers(d) (4)Average Compensation Actually Paid to Non-PEO Named Executive Officers(d) (5)Total Shareholder Return(f) (6)S&P 500 Information Technology Index Total Shareholder Return(g) (7)Net Loss($K)(h) (8)Adjusted Free Cash Flow($K)(i) (9)
2026$18,184,644($3,316,826)$5,477,262($11,244,574)$113.56$189.16($9,117)$208,661
2025$19,828,903$51,975,801$10,329,756$23,939,892$208.50$150.57($154,907)$111,482
2024$18,356,993$79,225,362$11,002,761$30,468,318$131.62$121.21($286,726)$27,053
2023$10,115,546($129,536)$3,952,386($244,003)$55.71$79.03($247,422)($110,034)
2022$1,060,021$30,638,749$5,008,951$12,428,718$67.45$90.82($355,024)($179,738)

(1)Our PEO was Sanjit Biswas for each of the fiscal years presented herein.

(2)Represents the total compensation paid to our PEO in each listed fiscal year, as shown in our Summary Compensation Table.

(3)Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below.

Fiscal 2026**
Summary Compensation Table Total*$18,184,644
Subtract Grant-Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(18,069,159)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year12,072,944
Add Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(11,063,827)
Add Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year4,162,007
Add Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(8,603,435)
Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year—
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation—
Compensation Actually Paid($3,316,826)

*The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards.

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**Note that we have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to the calculation of compensation actually paid and no adjustments have been made.

(4)This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed fiscal year, as shown in our Summary Compensation Table. The names of the non-PEO NEOs in each year are listed in the table below.

Fiscal 2022Fiscal 2023Fiscal 2024Fiscal 2025Fiscal 2026
Dominic PhillipsDominic PhillipsDominic PhillipsDominic PhillipsDominic Phillips
Adam EltoukhyAndy McCallAndy McCallJohn BicketJohn Bicket
John BicketJohn BicketAdam EltoukhyAdam Eltoukhy
Adam EltoukhyAdam EltoukhyLara CaimiLara Caimi
Kiren Sekar
Lara Caimi

(5)This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed fiscal year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed fiscal year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed fiscal year.

Fiscal 2026**
Summary Compensation Table Total*$5,477,262
Subtract Grant-Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(4,827,298)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year3,225,371
Add Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(3,566,651)
Add Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year1,111,905
Add Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(2,961,559)
Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(9,703,604)
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation—
Compensation Actually Paid($11,244,574)

*Note that the fair value assumptions shown with respect to footnote 3 above apply to the figures in this table as well.

**Note that we have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to the calculation of compensation actually paid and no adjustments have been made.

(6)Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on December 15, 2021, the date our Class A common stock began trading on NYSE.

(7)The peer group used is the S&P 500 Information Technology Index, as used in the company’s performance graph in our Annual Report on Form 10-K for our fiscal year ended January 31, 2026. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year.

(8)The dollar amounts reported are the company’s net loss reflected in the company’s audited consolidated financial statements.

(9)In the company’s assessment, adjusted free cash flow is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net loss) used by the company in fiscal year 2026 to link compensation actually paid to company performance. We define adjusted free cash flow as net cash provided by (used in) operating activities reduced by cash used for purchases of property and equipment, and excluding the cash impact of non-recurring capital expenditures associated with the build-out of our corporate office facilities in San Francisco, California, net of tenant allowances, and legal settlements. We believe that adjusted free cash flow, even if negative, is useful in evaluating liquidity and provides information to management and investors about our ability to fund future operating needs and strategic initiatives.

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