Samsara Inc.

Current report

On June 1, 2026, the Company completed its conversion from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada. The following risk factors have been updated to reflect certain differences in stockholder rights under Delaware and Nevada Law.

Current report

Provisions in our articles of incorporation and bylaws and under Nevada law may prevent or frustrate attempts by our stockholders to change our management or hinder efforts to acquire a controlling interest in us, and the market price of our Class A common stock may be lower as a result.

Current report

There are provisions in our articles of incorporation and bylaws, and provisions of Nevada law, that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control was considered favorable by certain of our stockholders. Such provisions include:

Current report

•our articles of incorporation provide for a multi-class common stock structure, which provides our pre-IPO stockholders, including certain of our executive officers, employees, directors, and their affiliates, with significant influence over matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;

Current report

•our articles of incorporation require approval of the holders of at least two-thirds of the outstanding shares of our Class B common stock voting as a separate class for certain corporate actions including (i) any direct or indirect amendment to the articles of incorporation that is inconsistent with or alters the voting, conversion or other rights, powers, preferences, privileges, or restrictions of the Class B common stock, (ii) reclassification of Class A common stock or Class C common stock into shares having rights as to dividends or liquidation that are senior to that of the Class B common stock, (iii) an increase to the voting power of the Class A common stock or Class C common stock, (iv) authorization or issuance of shares of any class or series of capital stock (other than Class B common stock) having more than one vote per share, and (v) issuance of additional shares of Class B common stock, with certain exceptions;

Current report

•Nevada law provides that any director or the entire Board of Directors may be removed by the affirmative vote of the holders of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote, and our articles of incorporation tie the removal threshold to the minimum percentage permitted by Nevada law from time to time (but in no event less than a simple majority of the voting power), which may deter or delay attempts by stockholders to replace our Board of Directors;

Current report

•our articles of incorporation and bylaws authorize only our Board of Directors to fill vacant directorships, including newly created seats, and the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by a majority vote of our entire Board of Directors;

Current report

•until the first date on which the outstanding shares of our Class B common stock represent less than a majority of the total voting power of the then outstanding shares entitled to vote generally in the election of directors, our stockholders will be able to take action without a meeting only if such action is first recommended or approved by our Board of Directors;

Current report

•a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, or a majority of our entire Board of Directors;

Current report

•our articles of incorporation do not provide for cumulative voting;

Current report

•unless we consent in writing to the selection of an alternative forum, certain litigation against us or our directors, stockholders, officers or other employees can only be brought in the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada;

Current report

•our articles of incorporation authorize undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

Current report

Although we have opted out of Nevada’s business-combination and control-share acquisition statutes, other provisions of Nevada law and our articles of incorporation and bylaws may still have anti-takeover effects, including provisions permitting directors and officers to consider constituencies other than stockholders in evaluating corporate actions, including potential change-in-control transactions. Any provision in our articles of incorporation or our bylaws or Nevada law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock.

Current report

Our bylaws designate courts located within the State of Nevada as the exclusive forum for substantially all internal corporate disputes between us and our stockholders, and federal district courts as the exclusive forum for federal securities law claims, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, controlling stockholders, or employees.

Current report

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for any action, suit or proceeding, whether civil, administrative or investigative (i) brought derivatively or on our behalf, (ii) asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, or controlling stockholders, (iii) that constitutes an internal action (as defined in Nevada Revised Statutes (“NRS”) 78.046) including any action arising pursuant to any provision of Title 7 of the NRS, our articles of incorporation, or our bylaws, any agreement entered into pursuant to NRS 78.365 or as to which the NRS confers jurisdiction on the district court of the State of Nevada, (iv) to interpret, apply, enforce or determine the validity of our articles of incorporation or our bylaws, or (v) asserting a claim that is governed by the internal affairs doctrine shall be the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada (or, if that court does not have jurisdiction, another state district court in Nevada or, if no state district court of the State of Nevada has jurisdiction, a federal district court located within the State of Nevada), in all cases, subject to the court having jurisdiction over the claims at issue and the indispensable parties.

Current report

Our bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the federal securities laws of the United States, including the applicable rules and regulations thereunder.

Current report

Any person or entity purchasing or otherwise acquiring any interest (of any nature whatsoever) in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Nevada law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or any of our directors, officers, stockholders, or other employees, which may discourage lawsuits with respect to such claims against us and our current and former directors, officers, stockholders, or other employees. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. Further, in the event a court finds either exclusive forum provision contained in our bylaws to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations.

Current report

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Moreover, any debt we may incur in the future may restrict our ability to pay dividends. In addition, while we have limited the scope of applicability of such requirements under our articles of incorporation, certain other provisions of Nevada law may impose requirements that may restrict our ability to pay dividends or other distributions to holders of our common stock. As a result, stockholders must rely on sales of their Class A common stock after price appreciation as the only way to realize any future gains on their investment.