Samsara Inc.

Current report

Our dependence on a limited number of joint design manufacturers and suppliers of manufacturing services and critical components within our supply chain for our IoT devices may adversely affect our ability to sell subscriptions to our Connected Operations Platform, our margins, and our results of operations.

Current report

Our IoT devices are made using a primarily outsourced manufacturing business model that utilizes joint design manufacturers. We depend on a limited number of joint design manufacturers and suppliers, and in some instances, a single joint design manufacturer or supplier, to allocate sufficient capacity to meet our needs, to produce IoT devices, or components and materials thereof, of acceptable quality at acceptable yields, and to deliver those devices or components to us on a timely basis. We are subject to the risk of shortages and long lead times in the supply of these devices, components, and materials. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. We have in the past experienced and may in the future experience component shortages, and the availability of these components may be unpredictable. For example, previous global silicon component shortages have resulted in increased costs and delayed shipments across many industries, including for components used in our IoT devices. Additionally, demand for memory and storage components driven by investment in artificial intelligence infrastructure has caused leading memory suppliers to reallocate manufacturing capacity away from the categories of dynamic random-access memory and NAND flash memory used in devices such as ours. This has resulted, and may continue to further result, in increases in the prices of these components, extended lead times, allocation-based ordering, and end-of-life notices for certain component types. Because we design our IoT devices around specific components, we may be unable to substitute alternative components without undertaking hardware or firmware redesign, requalification, or recertification, any of which could be costly and delay shipments. Global transportation and freight networks have been strained as a result of global health crises, geopolitical conflicts, labor disputes, and other factors, which cause freight shipping costs and lead times to increase. Increases in the cost of devices or components, or freight to transport those items, could negatively impact our results of operations.

Current report

Our manufacturers and suppliers will continue to face the risk of temporary or permanent disruptions in their manufacturing operations due to component or material shortages, cost increases (such as increases in the cost of memory, storage, resins and computing), equipment breakdowns, labor strikes or shortages, natural disasters, disease outbreaks and resulting lockdowns, energy crises and power outages, geopolitical tension, civil unrest, hostilities or wars, trade policies, tariffs, acquisitions, insolvency, changes in legal or regulatory requirements, or other similar problems. Our manufacturers, suppliers, and sub-tier suppliers have a large presence in China and Taiwan. Any increase in tensions between China and Taiwan, including threats of military actions or escalation of military activities, could adversely affect our suppliers’ and joint design manufacturers’ operations in Taiwan and secondary locations in Asia. Although we have extended our supply orders to the latest quoted lead times, qualified additional components, and have in the past made preemptive spot purchases to build out our inventory, we cannot guarantee that we will have sufficient inventory for our needs or that future disruptions to our supply of IoT devices or materials will not occur. Any delay in the shipment of IoT devices or any other necessary materials delays our ability to recognize revenue for subscriptions purchased by our customers.

Current report

In addition, some of our suppliers, joint design manufacturers, and logistics providers may have more established relationships with larger-volume device manufacturers, and as a result of such relationships, such suppliers may choose to limit or terminate their relationship with us. Developing suitable alternate sources of supply for these devices and components may be time-consuming, difficult, and costly, and we may not be able to source these devices and components on terms that are favorable to us, or at all, which may adversely affect our ability to meet our requirements or provide our customers with needed IoT devices in a timely or cost-effective manner. Because our customers often must install IoT devices before being able to fully utilize our Connected Operations Platform, any interruption or delay in the supply of any of these devices or components, or the inability to obtain these devices or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to onboard new customers.

Current report

Evolving trade policies, including the imposition of tariffs and other trade barriers by the United States and other countries, and increased trade enforcement globally, can have the effect of increasing production costs and creating disruptions and delays in supply chains. We expect that the occurrence of these developments in regions where we operate, such as North America and Europe, would likely increase the cost of our devices, disrupt supply chain logistics, and affect our ability to efficiently transport, store, and deliver our IoT devices to customers, which could negatively impact our revenue growth and operating margins. Our efforts to optimize our supply chain and manufacturing practices in light of evolving trade policies, component, production, and transportation costs, and other factors can be expensive, time-consuming, ineffective, and disruptive to our business and results of operations and may not succeed.

Current report

Abuse or misuse of our internal platform controls and system tools, or unintended or unauthorized actions by AI agents using such tools, could cause significant harm to our business and reputation.

Current report

In order to provide real-time support to our customers and improve and develop our products, we have created internal platform and system tools that are used by our employees to access data and systems. We may also use AI, including autonomous or agentic AI systems, in connection with our internal operations, software development, security, customer support, or other activities, and such systems may be permitted to access data, execute code, use internal tools, interact with other systems, or take actions on our behalf. If our employees were to intentionally or negligently abuse or misuse these tools, for example, by interfering with or altering our IoT devices or our customers’ connected assets, accessing our customers’ data, or otherwise violating company policies, our customers could be significantly harmed. Similarly, AI agents could take unintended or unauthorized actions, act outside the scope of their instructions or permissions, or exploit vulnerabilities or weaknesses in the systems or environments in which they operate. For example, AI agents with access to software development, computing, network, or other system resources may be capable of circumventing or escaping technical restrictions or isolated execution environments, including containers or other sandboxing mechanisms; obtaining access to networks or systems that were not intended to be accessible; escalating privileges; accessing, modifying, or disclosing confidential information; or using available tools and credentials to take additional unauthorized actions. Such actions may occur autonomously, at significant scale or speed, and in ways that are difficult for us to predict, detect, prevent, or terminate. Our technical safeguards, access controls, monitoring, isolation mechanisms, and other measures designed to constrain the actions of AI systems may not operate as intended or may be insufficient to prevent such behavior.

Current report

Our employees have historically had broad access to customers’ video footage and other customer data, and although we have implemented access controls, such controls may not ensure that access to and use of customer data by our employees or AI-enabled systems is in all cases appropriate. Additionally, some of our Applications have features allowing them to control large industrial assets or interact with some operations of vehicles. Any abuse or misuse of these capabilities, or unintended or unauthorized actions by an AI agent with access to systems capable of exercising such functionality, could cause substantial disruption or damage to our customers, including potentially affecting their physical operations or assets.

Current report

Any abuse or misuse by our employees of our internal platform and system tools, or any unintended or unauthorized actions taken by AI agents or other automated systems using such tools, could result in unauthorized access to or disclosure, modification, or destruction of data; disruption or compromise of our systems or those of our customers, partners, or other third parties; damage to physical assets or operations; potential legal or regulatory liability; and reputational harm to our customers, our partners, and us. Accordingly, any improper conduct, abuse or misuse, intentional or otherwise, of our platform and system tools, or any failure to appropriately constrain AI agents or other automated systems that interact with them, could significantly and adversely harm our business and reputation.

Current report

We are continuing to implement enhanced access controls and other safeguards for our platform controls and system tools in an effort to further improve security and reduce the risks of human error, malfeasance, and unintended or unauthorized actions by AI agents and other automated systems. These safeguards may include restrictions on access, privileges, network connectivity, execution environments, and tool use, as well as monitoring and other controls designed to detect or limit unauthorized activity. Such measures may not be sufficient to prevent all unintended or unauthorized actions. If it becomes necessary to further restrict the availability, capabilities, or use of our platform and system tools by our employees or AI systems in response to these risks, our ability to develop products, operate efficiently, or deliver high-quality and timely customer support could be harmed.

Current report

We rely on third-party software and technology providers for certain essential financial and operational services, and a failure or disruption in, or a material change to, these services could materially and adversely affect our ability to manage our business effectively.

Current report

We rely on third-party software and technology providers to provide many essential financial and operational services to support our business, including enterprise resource planning, customer relationship management, artificial intelligence technologies and models, and human capital management. Many of these vendors provide their services to us through cloud-based platforms, APIs, or other hosted services rather than software that is installed and operated on our premises. As a result, we depend on these vendors to provide services that are reliable, secure, available, and compatible with our systems and business requirements.

Current report

Our use of third-party AI technologies and models may create additional dependencies on providers whose technologies, infrastructure, security practices, and commercial terms we do not control. Such providers often modify or discontinue models or services, change their functionality or performance, impose or modify usage restrictions or rate limits, increase pricing, experience capacity constraints or service disruptions, or change the terms under which their technologies may be used. Updates to third-party AI models or services may also result in unexpected changes in their performance, behavior, security, or compatibility with our systems. Because we generally do not control the underlying models or infrastructure provided by these third parties, our ability to identify, correct, or mitigate defects, vulnerabilities, outages, or other problems may be limited or dependent upon the provider.

Current report

If a third-party technology or AI model on which we rely becomes unavailable, materially changes, no longer meets our security, privacy, performance, legal, or business requirements, or becomes uneconomical to use, we may need to identify and transition to an alternative provider or technology. Such a transition may require significant engineering, testing, operational, or other resources, may not be completed on a timely basis, and may result in disruptions to our operations or the functionality or performance of systems that depend on such technologies.

Current report

Any failure, security incident, service disruption, material change, or other deficiency involving these vendors or technologies, or any disruption in our ability to access them, could disrupt our business processes, increase our costs, require us to modify our systems or business practices, and materially and adversely affect our ability to effectively manage our business.

Current report

Issues and uncertainty in the development, deployment, and use of AI in our solution, in our business, and by our customers or partners may subject us to liability and may harm our reputation and operating results.

Current report

We are investing significantly in leveraging AI technologies, including generative AI and AI agents, within our solutions and operations. We are increasingly innovating and expanding offerings on our Connected Operations Platform by integrating AI into our technology and systems. We are also developing and incorporating AI solutions and features into our operations to help drive future growth and efficiency. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed. Datasets may be insufficient or of poor quality or contain biased information. Inappropriate or controversial data practices by third parties, data scientists, engineers, and end users of our systems could impair the acceptance of AI solutions. If the recommendations, forecasts, content, or analyses that AI applications assist in producing are or are alleged to be deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Our, or our vendors’, use of AI technologies could lead to the unauthorized disclosure of sensitive, proprietary, or confidential information and could lead to new potential cyberattack methods for third parties or be used to increase the frequency, sophistication or intensity of cyberattacks. The impact of AI technology on intellectual property ownership and licensing rights, including copyright, has not been fully addressed by relevant courts or other laws or regulations, and the use of third-party AI technologies in connection with our solution and operations may result in exposure to claims of copyright infringement or other intellectual property misappropriation, or a reduced ability to protect our intellectual property. We may choose to invest in the development and maintenance of proprietary data sets and training models and the development of appropriate protections, safeguards, and policies for handling the processing of data, including transparency of customer data extraction and usage in training models, with our AI features, which may be costly and subject us to legal liability. Increasing use of AI tools, including large language model APIs and related infrastructure, exposes us to growing costs. Token-based and consumption-based pricing models mean that as our use of AI in our solution increases, or as employee adoption scales and use cases expand, our margins may be impacted and our AI-related operating expenses could increase materially. There can be no assurance that we will realize the desired or anticipated benefits from our investments in AI technology in a timely or cost-effective manner.

Current report

Some AI scenarios may also present ethical issues. If we enable or offer AI features that are controversial because of their perceived or real impact on human rights, privacy, data protection, employment, or other social issues, we may experience brand or reputational harm.

Current report

Additionally, jurisdictions around the world are developing and passing new regulations that apply specifically to the use of AI. Government regulation related to AI use and ethics may expose us to legal liability and/or increase the burden and cost of research and development in this area, and failure to properly remediate AI usage or ethics issues may cause public confidence in AI to be undermined, which could slow adoption of AI in our solution. For example, the European Union Artificial Intelligence Act (“EU AI Act”) imposes a series of legal and technical obligations and restrictions on companies’ use, and development of, AI with varying enforcement dates. Under the EU AI Act, fines can reach up to the greater of €35 million and 7% of global annual turnover. Other countries, including the United States, have begun considering and implementing AI regulations. For example, the Federal Trade Commission (“FTC”) adopted streamlined procedures for AI-related investigations in November 2023; and several bills involving AI have been introduced in Congress. Several states have also passed legislation or regulatory frameworks governing automated decision-making and agentic systems, which may impose heightened compliance obligations and operational restrictions on our development and deployment of AI features.

Current report

In addition, our competitors, customers, or other third parties may incorporate AI more successfully than us, and their AI solutions may achieve higher market acceptance than ours, which may result in decreased demand for our solution and us failing to recoup our investments in developing AI-powered offerings. Uncertainty around new and emerging AI technologies may require significant additional investment in these technologies. Any challenges in deploying our AI-based technologies, or the ability of our competitors to do so more effectively, may impair our ability to compete effectively, result in reputational harm, and have an adverse impact on our operating results.

Current report

If we are not able to maintain, enhance, and protect our brand, our business, financial condition, and results of operations may be harmed.

Current report

We believe that maintaining, enhancing, and protecting our reputation as a differentiated and category-defining company is critical to our relationships with our existing customers and to our ability to attract new customers. We also believe the importance of brand recognition will increase as competition in our market increases, and that brand and reputation are particularly important in the physical operations industry given the potential impact of any failure of our solution on the physical operations of our customers. In the second quarter of fiscal year 2027, we updated our brand identity, including changes to our logo, typeface, color palette, and other visual elements. Implementing this updated brand identity has required and may require further expenditures and may not achieve its intended benefits, and it could result in customer confusion or otherwise adversely affect our brand recognition or reputation. The successful promotion and protection of our updated brand depends on a number of factors, including our and our channel partners’ marketing efforts and conduct in the marketplace, our ability to continue to develop high-quality solutions, our ability to successfully differentiate our Applications from those of competitors, and our ability to obtain and maintain intellectual property and other protections related to our brand. In addition, users of our solution, independent industry analysts, and other media commentators, and participants in online forums, social media platforms, and other digital channels, provide reviews of our solution and our competitors’ products, which could influence the perception of the relative value of our solution in the marketplace. If these reviews are negative, or less positive as compared to those of our competitors’ products, our reputation and brand may be harmed.

Current report

The promotion of our brand requires us to make substantial expenditures, and we anticipate the expenditures will increase as our market becomes more competitive, as we expand into new markets, and as more sales are generated through our channel partners. Our brand promotion activities may not generate customer awareness or yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand. If we do not successfully maintain and enhance our brand, our business may not grow, we may have reduced pricing power relative to competitors, and we could lose customers or fail to attract potential customers, any of which would harm our business, financial condition, and results of operations.

Previous 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.

Previous 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.

Previous 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:

Previous 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;

Previous 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;

Previous 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;

Previous 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;

Previous 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;

Previous 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;

Previous report

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

Previous 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;

Previous 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

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.