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Samsara Inc.

For the period ended Aug 1, 2026. Filed Sep 8, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Aug 1, 2026 · Filed Sep 8, 2026

IOT$42.23+3.1%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

  1. Description of Business

Samsara Inc. (“Samsara”) and its subsidiaries (collectively, the “Company”) are the pioneers of the Connected Operations Platform, which is an open platform that connects the people, assets, and systems of some of the world’s most complex operations, allowing them to develop actionable insights and improve their operations. Samsara was incorporated in Delaware in 2015 as Samsara Networks Inc. and changed its name to Samsara Inc. in February 2021. 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. Samsara’s principal executive offices are located at 1 De Haro Street, San Francisco, California 94107.

  1. Summary of Significant Accounting Policies

Basis of Presentation and Fiscal Year—The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, which was filed with the SEC on March 16, 2026.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments necessary for the fair statement, except as disclosed herein, of the Company’s financial position as of August 1, 2026 and the results of operations for the three and six months ended August 1, 2026 and August 2, 2025, and cash flows for the six months ended August 1, 2026 and August 2, 2025. The condensed consolidated balance sheet as of January 31, 2026 was derived from the audited consolidated financial statements but does not include all disclosures required by GAAP. The results of operations for the three and six months ended August 1, 2026 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

The Company’s fiscal year is a 52- or 53-week period ending on the Saturday closest to February 1. Every sixth fiscal year is a 53-week year. Fiscal year 2030 is the Company’s next 53-week fiscal year, with the fourth quarter consisting of 14 weeks. Fiscal year 2027 consists of 52 weeks and fiscal year 2026 consisted of 52 weeks.

Principles of Consolidation—The condensed consolidated financial statements include the accounts of Samsara and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Certain prior period balance sheet amounts have been combined into other line items to conform to current period presentation. These reclassifications had no effect on total assets, total liabilities, or stockholders’ equity.

Use of Estimates—The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, the period of benefit for connected device costs and deferred commissions, collectability of receivables, inventory valuation, capitalization and useful lives of internal-use software costs, timing and amount of legal contingencies, and valuation of deferred income taxes and uncertain tax positions. Actual results could materially differ from the estimates and assumptions made.

Significant Accounting Policies—There were no material changes to the Company’s significant accounting policies during the six months ended August 1, 2026.

Recently Adopted Accounting Pronouncement—In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard provides a practical expedient for calculating current expected credit losses for current accounts receivable and current contract assets by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. The Company adopted ASU 2025-05, effective February 1, 2026, on a prospective basis and elected the practical expedient. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted—In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires disclosure of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and amortization. As clarified on the subsequent amendment, ASU No. 2025-01, issued by the FASB in January 2025, this guidance is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending January 29, 2028, and subsequent interim periods. Early adoption is permitted and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software. ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use. This guidance is effective for the Company for its fiscal year beginning January 30, 2028, and interim periods within that fiscal year. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This standard enhances consistency in interim reporting for all entities by clarifying interim disclosure requirements and the form and content of interim financial statements in accordance with GAAP. This guidance is effective for the Company for its fiscal year beginning January 30, 2028, and interim periods within that fiscal year. Early adoption is permitted and must be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

  1. Investments

The following is a summary of available-for-sale marketable debt securities recorded within short-term and long-term investments on the condensed consolidated balance sheets (in thousands):

As of
August 1, 2026
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Investments
Commercial paper$137,127$—$—$137,127
Corporate notes and bonds599,873119(2,480)597,512
U.S. government, agency, and municipal securities300,75922(1,102)299,679
Total investments$1,037,759$141$(3,582)$1,034,318
As of
January 31, 2026
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Investments
Commercial paper$137,590$—$—$137,590
Corporate notes and bonds486,1441,849(148)487,845
U.S. government and agency securities292,236507(52)292,691
Total investments$915,970$2,356$(200)$918,126

The Company included $8.1 million and $6.5 million of accrued interest receivable in “Prepaid expenses and other current assets” on the condensed consolidated balance sheets as of August 1, 2026 and January 31, 2026, respectively. The Company did not recognize an allowance for credit losses against accrued interest receivable as of August 1, 2026 and January 31, 2026 because such potential losses were not material.

For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell any of the securities and considers it more likely than not that these securities will be held until recovery of their cost basis. The unrealized losses are attributable to changes in interest rates and market conditions and are not the result of credit deterioration of the underlying issuers. Accordingly, the Company did not recognize an allowance for credit losses on these securities as of August 1, 2026 and January 31, 2026.

As of August 1, 2026, the estimated fair values of available-for-sale marketable debt securities, by remaining contractual maturity, are as follows (in thousands):

As of
August 1, 2026
Due within one year$537,536
Due in one year to three years496,782
Total$1,034,318

Concentrations of Credit Risk—The Company maintains its investments in marketable debt securities with high-quality financial institutions with investment-grade ratings.

  1. Fair Value Measurements

The Company reports financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis, using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1—Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

The following tables present the fair value hierarchy for assets measured at fair value on a recurring basis as of the periods presented (in thousands):

As of August 1, 2026
Level 1Level 2Level 3Total
Cash equivalents
Money market funds$145,300$—$—$145,300
Commercial paper—64,166—64,166
U.S. government and agency securities—5,998—5,998
Total cash equivalents$145,300$70,164$—$215,464
Marketable debt securities
Commercial paper$—$137,127$—$137,127
Corporate notes and bonds—597,512—597,512
U.S. government, agency, and municipal securities—299,679—299,679
Total marketable debt securities$—$1,034,318$—$1,034,318
As of January 31, 2026
Level 1Level 2Level 3Total
Cash equivalents
Money market funds$158,875$—$—$158,875
Commercial paper—67,606—67,606
U.S. government and agency securities—15,291—15,291
Total cash equivalents$158,875$82,897$—$241,772
Marketable debt securities
Commercial paper$—$137,590$—$137,590
Corporate notes and bonds—487,845—487,845
U.S. government and agency securities—292,691—292,691
Total marketable debt securities$—$918,126$—$918,126

The Company determines the fair value of its security holdings based on pricing from service providers and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curves, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures.

  1. Costs to Obtain and Fulfill a Contract

Deferred Commissions—Total deferred commissions as of August 1, 2026 and January 31, 2026 were $294.3 million and $261.9 million, respectively.

The following table provides the amounts capitalized and amortized for commission costs for the periods presented (in thousands):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Capitalized commission costs$44,883$28,816$79,346$52,511
Amortization expense$24,075$18,387$46,970$35,637

Connected Devices—Total connected device costs, current and non-current, as of August 1, 2026 and January 31, 2026 were $489.5 million and $440.1 million, respectively. Amounts include deployed long-lived device assets that transfer ownership to the customer at the end of the contract, net of amortization, of $7.1 million and $8.1 million as of August 1, 2026 and January 31, 2026, respectively.

The following table provides the amounts capitalized and amortized for connected device costs for the periods presented (in thousands):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Capitalized connected device costs$71,508$40,482$129,224$79,055
Amortization expense$40,355$34,141$79,825$66,723
  1. Balance Sheet Components

Inventories—Inventories comprise the following (in thousands):

As of
August 1, 2026January 31, 2026
Raw materials$8,837$7,374
Finished goods48,19540,820
Total inventories$57,032$48,194

Property and Equipment, Net—Property and equipment, net, comprises the following (in thousands):

As of
August 1, 2026January 31, 2026
Gross property and equipment:
Computers and equipment$27,700$22,644
Leasehold improvements49,11448,960
Furniture and fixtures17,97117,706
Internal-use software costs99,39282,100
Total gross property and equipment194,177171,410
Accumulated depreciation and amortization(106,147)(89,803)
Property and equipment, net$88,030$81,607

Internal-use software costs included $2.9 million and $5.4 million of capitalized stock-based compensation expense for the three and six months ended August 1, 2026, respectively, and $2.3 million and $4.1 million of capitalized stock-based compensation expense for the three and six months ended August 2, 2025, respectively.

Depreciation and amortization of property and equipment was as follows (in thousands):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Depreciation and amortization expense (1)$8,411$5,399$16,339$10,541

(1)Includes amortization of capitalized internal-use software costs of $5.2 million and $10.0 million for the three and six months ended August 1, 2026, respectively, and $3.3 million and $6.3 million for the three and six months ended August 2, 2025, respectively.

  1. Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations

Revenue Recognition—Subscription revenue is generated from subscriptions to access the Connected Operations Platform. Subscription agreements contain multiple service elements for one or more of the cloud-based Applications via mobile app(s) or a website that enable data collection and provide access to the cellular network, generally one or more wireless gateways, cameras, sensors and other devices (collectively, “connected devices” or “Internet of Things (“IoT”) devices”), support services that are delivered over the term of the arrangement, and warranty coverage. The Connected Operations Platform and the related connected device access points are highly interdependent and interrelated, and represent a combined performance obligation, which is recognized over the related subscription period.

Other revenue is generally recognized at a point in time and is earned through the sale of replacement gateways, sensors and cameras, as well as related shipping and handling fees, and professional services.

Revenue comprises the following (in thousands):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Subscription revenue$499,764$383,890$970,741$743,494
Other revenue8,6737,59016,54014,870
Total revenue$508,437$391,480$987,281$758,364

Accounts Receivable—An allowance for credit losses of $14.0 million and $14.1 million was recorded as of August 1, 2026 and January 31, 2026, respectively. The Company recorded a charge of $3.7 million and $6.4 million, respectively, to general and administrative expenses during thethree and six months ended August 1, 2026, compared to$1.7 million and $3.1 million, respectively, for the three and six months ended August 2, 2025. Additionally, write-offs against the allowance totaled $4.2 million and $6.5 million, respectively, during thethree and six months ended August 1, 2026, compared to$2.4 million and $2.1 million, respectively, for the three and six months ended August 2, 2025.

Deferred Revenue—The following table provides the deferred revenue balances for the periods presented (in thousands):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Deferred revenue, beginning of period$827,777$706,112$809,042$685,770
Deferred revenue, end of period$852,772$740,512$852,772$740,512

Revenue recognized during thethree and six months ended August 1, 2026, from the deferred revenue balance at the beginning of the respective periods was $412.9 million and $529.0 million, respectively, compared to $344.8 million and $440.9 million, respectively, for thethree and six months ended August 2, 2025.

Remaining Performance Obligations (“RPO”)—RPO represents the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.

As of August 1, 2026, the RPO was $4,285.2 million, of which the Company expects to recognize revenue of approximately $1,838.9 million over the next 12 months, with the remaining balance to be recognized thereafter.

Concentrations of Significant Customers and Credit Risk—No customer accounted for greater than 10% of total revenue for the three and six months ended August 1, 2026 and August 2, 2025.

No customer accounted for greater than 10% of total accounts receivable as of August 1, 2026 and January 31, 2026.

  1. Leases

The Company leases office space under operating lease agreements that are non-cancelable and have remaining lease terms ranging fromone year to approximately five years. The Company is required to pay property taxes, insurance, and normal maintenance costs for certain of these facilities.

Operating lease costs comprise the following (in thousands):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Operating lease cost$4,082$4,672$8,139$9,413
Short-term lease cost330357673710
Sublease income(140)(358)(357)(716)
Total lease cost$4,272$4,671$8,455$9,407

Supplemental information related to operating leases was as follows (in thousands, except for weighted-average data):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Cash paid for operating leases$4,635$6,412$9,366$12,631
Right-of-use assets obtained under new or modified operating leases$4,107$—$4,107$6,768
As of
August 1, 2026January 31, 2026
Weighted-average remaining lease term (in years)4.24.5
Weighted-average discount rate6.68%5.48%

Future minimum lease payments included in the measurement of operating lease liabilities as of August 1, 2026 were as follows (in thousands):

Fiscal Years EndingAmount
Remainder of 2027$7,438
202818,098
202917,722
203017,253
203114,884
2032 and thereafter3,645
Total future minimum lease payments (1)79,040
Less: imputed interest(9,548)
Total operating lease liabilities$69,492

(1)The contractual commitment amounts under operating leases in the table above are primarily related to leases for the corporate office facilities in San Francisco, California, as well as other offices for local operations.

  1. Commitments and Contingencies

Purchase Commitments—Purchase commitments primarily consist of contractual arrangements for cellular, cloud hosting, and other subscription services.

In July 2026, the Company entered into a new agreement with its third-party cloud infrastructure provider, replacing its prior arrangement. Under the terms of this agreement, the Company has committed to purchase an aggregate of$900 million of cloud hosting services through July 2031. There were no material contractual obligations outside the ordinary course of business that were entered into by the Company during the six months ended August 1, 2026.

Letters of Credit—As of August 1, 2026 and January 31, 2026, the Company had$15.0 million and $15.8 million in letters of credit primarily issued to landlords for office spaces. These letters of credit renew annually and expire on various dates through 2031.

Litigation—From time to time, the Company has been and may become involved in various legal proceedings in the ordinary course of its business, including in proceedings initiated by the Company, and has been and may be subject to third-party intellectual property infringement claims. Such proceedings require significant financial and operational resources, including the diversion of management’s attention from the Company’s business objectives.

The Company continually evaluates uncertainties associated with litigation and records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of thecondensed consolidated financial statements indicates that it is probable that a liability has been incurred at the date of thecondensed consolidated financial statements and (ii) the loss or range of loss can be reasonably estimated. If the Company determines that a loss is possible and a range of the loss can be reasonably estimated, the Company will disclose the range of the possible loss. The Company evaluates developments in legal matters that could affect the amount of liability that has been previously accrued, if any, and the matters and related ranges of possible losses disclosed and makes adjustments and changes to the disclosures, as appropriate. Significant judgment is required to determine both likelihood of there being, and the estimated amount of, a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss, and such amounts could be material. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), the Company has determined there isno material exposure on an aggregate basis. The amounts recorded for losses deemed probable as of August 1, 2026 were alsonot material.

On February 3, 2026, in the matter of an arbitration of Samsara Inc. v. Motive Technologies, Inc., an award was rendered in favor of Samsara. The claims at issue arise from a complaint filed on January 24, 2024 by the Company and are for, among other things, breach of contract, fraud, unfair competition, and false advertising. As a result of the arbitration award, Samsara recognized a gain of $30.3 million in Interest income and other income, net during the three months ended May 2, 2026 and recorded the related receivable in Prepaid expenses and other current assets, and the receivable remains outstanding as of August 1, 2026. The Company is entitled to the recovery of reasonable attorneys’ fees, costs and other expenses incurred in connection with this arbitration.

Indemnification—In the normal course of business, the Company has agreed and may continue to agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, claims that the Company’s products infringe the intellectual property rights of other parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim.

  1. Equity

The Company had reserved shares of common stock for future issuance as of August 1, 2026 and January 31, 2026, as follows:

As of
August 1, 2026January 31, 2026
2015 Equity Incentive Plan:
Options outstanding5,392,6225,406,188
2021 Equity Incentive Plan:
Restricted stock units (“RSUs”) outstanding21,421,17217,331,045
Shares available for future grants130,917,369109,926,401
2021 Employee Stock Purchase Plan:
Shares available for future issuance31,230,28126,034,934
Total shares of common stock reserved for future issuance188,961,444158,698,568

Employee Compensation Plans

The Company currently hastwo equity incentive plans, the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2021 Equity Incentive Plan (the “2021 Plan”). The 2015 Plan was terminated in connection with the adoption of the 2021 Plan in December 2021 but continues to govern the terms of outstanding stock options and RSUs that were granted prior to the termination of the 2015 Plan. The Company no longer grants equity awards pursuant to the 2015 Plan.

2021 Equity Incentive Plan—In December 2021, the Board of Directors adopted and stockholders approved the 2021 Plan, which became effective in December 2021 in connection with the Company’s initial public offering (“IPO”). The total number of shares of the Company’s Class A common stock reserved for future grants as of August 1, 2026 includes 29,035,779 shares added on the first day of fiscal year 2027 pursuant to the annual automatic evergreen increase provision of the 2021 Plan.

Options—The stock options activity under the 2015 Plan during the six months ended August 1, 2026 was as follows (the number of options represents shares of common stock exercisable in respect thereof):

Number of SharesWeighted-AverageExercise PriceWeighted-AverageRemainingContractual Term(in years)Aggregate Intrinsic Value (1)(in thousands)
Balance as of January 31, 20265,406,188$5.624.0$121,266
Granted—$—
Exercised(13,566)$1.07
Forfeited, canceled, or expired—$—
Balance as of August 1, 20265,392,622$5.643.4$170,620
Exercisable as of August 1, 20265,392,622$5.643.4$170,620

(1)Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of the Company’s Class A common stock for each period end presented, multiplied by the number of stock options outstanding or exercisable as of each period end presented.

The intrinsic value of stock options exercised was $0.4 million and $1.2 million during the six months ended August 1, 2026 and August 2, 2025, respectively.

As of August 1, 2026, the Company hadno remaining unrecognized stock-based compensation expense related to outstanding stock options.

RSUs—A summary of the RSUs activity under the 2015 Plan and 2021 Plan during the six months ended August 1, 2026 is presented below:

Number of SharesWeighted-AverageGrant-DateFair Value
Balance as of January 31, 202617,331,045$31.53
Granted12,983,201$31.60
Vested(6,063,580)$27.32
Forfeited(2,829,494)$32.54
Balance as of August 1, 202621,421,172$32.63

As of August 1, 2026, unrecognized stock-based compensation expense related to outstanding unvested RSUs for employees that are expected to vest was approximately $659.7 million. The remaining unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately 1.5 years.

2021 Employee Stock Purchase Plan—In December 2021, the Board of Directors adopted and stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective in December 2021 in connection with the IPO. The total number of shares of the Company’s Class A common stock reserved for future issuance as of August 1, 2026 includes 5,807,155 shares added on the first day of fiscal year 2027 pursuant to the annual automatic evergreen increase provision of the 2021 ESPP.

The price at which Class A common stock is purchased under the 2021 ESPP is equal to 85% of the lower of the fair market value of a share of the Company’s Class A common stock on the enrollment date or on the exercise date. The enrollment date means the first trading day of each offering period, and the exercise date means the last trading day of each purchase period. Offering periods are generally 12 months long, commencing on the first trading day on or after June 11 and December 11 of each year and terminating on the last trading day on or before June 10 and December 10 of each year. Purchase periods are generallysix months long, commencing on the first trading day after one exercise date and ending with the next exercise date.

For the six months ended August 1, 2026 and August 2, 2025,616,907 and 582,745 shares of Class A common stock were purchased under the 2021 ESPP, resulting in net cash proceeds of$17.1 million and$18.7 million, respectively.

As of August 1, 2026, unrecognized stock-based compensation expense related to the 2021 ESPP was approximately $7.2 million. The remaining unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately 0.7 years.

Employee Stock Purchase Plan Valuation—The Company estimates the fair value of shares to be issued under the 2021 ESPP using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates that affect fair value. The weighted-average assumptions used to estimate the fair value of shares to be issued under the 2021 ESPP were as follows:

Six Months Ended
August 1, 2026August 2, 2025
Expected volatility56.6% – 62.8%51.7% – 57.6%
Expected term (years)0.5 – 1.00.5 – 1.0
Risk-free interest rate3.8% – 3.9%4.1% – 4.3%
Expected dividend yield0.0%0.0%

Expected volatility—The expected stock price volatility is based on the Company’s historical volatility for the expected term of the stock-based award.

Expected term—The expected term is approximately 0.5 years for the first purchase period and approximately 1.0 year for the second purchase period.

Risk-free interest rate—The risk-free interest rate assumption is based on observed U.S. Treasury yield curve interest rates in effect at the time of grant for the expected term of the stock-based award.

Expected dividend yield—Because the Company has never paid and has no current intention to pay cash dividends on its common stock, the expected dividend yield iszero.

Stock-Based Compensation Expense—Stock-based compensation expense, by grant type, was as follows (in thousands):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
RSUs$93,512$78,086$167,770$152,148
Employee stock purchase plan2,8733,0496,0866,066
Total stock-based compensation expense$96,385$81,135$173,856$158,214

Stock-based compensation expense included in the following line items of the Company’s condensed consolidated statements of operations and comprehensive income (loss) was as follows (in thousands):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Cost of revenue$3,801$3,620$7,363$6,867
Research and development36,21029,85966,22156,879
Sales and marketing28,35723,83651,52947,384
General and administrative28,01723,82048,74347,084
Total stock-based compensation expense$96,385$81,135$173,856$158,214
  1. Income Taxes

The Company had an effective tax rate of 7.3% and (10.6%) for the three months ended August 1, 2026 and August 2, 2025, respectively, and 8.6% and (8.9%) for the six months ended August 1, 2026 and August 2, 2025, respectively. The Company’s provision for income taxes was $1.3 million and $1.6 million for the three months ended August 1, 2026 and August 2, 2025, respectively, and $5.7 million and $3.2 million for the six months ended August 1, 2026 and August 2, 2025, respectively. The Company has incurred U.S. pretax losses in prior periods with most of the tax expense resulting from profit in the foreign entities. For thethree and six months ended August 1, 2026, the U.S. incurred pretax income with most of the tax expense resulting from profit in the foreign entities.

The Company computes its tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date pretax income from recurring operations and adjusting for discrete tax items arising in that quarter.

As of August 1, 2026 and January 31, 2026, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was not more likely than not that the net deferred tax assets were fully realizable for U.S. federal and state tax purposes. Accordingly, the Company established a full valuation allowance against its deferred tax assets for U.S. federal and state tax purposes. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance for U.S. federal and state tax purposes.

The unrecognized tax benefits as of August 1, 2026, if recognized, wouldnot affect the effective income tax rate due to the valuation allowance that currently offsets the deferred tax assets.

During the six months ended August 1, 2026, there were no material changes to the total amount of unrecognized tax benefits and the Company doesnot expect any significant changes in the next 12 months.

The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The statute of limitations is generally open for all fiscal years after fiscal year 2022, during which the Company is subject to examination by U.S. federal, state, and foreign authorities, where applicable.

  1. Net Income (Loss) Per Share, Basic and Diluted

For purposes of calculatingnet income (loss) per share, the Company uses the two-class method. As Class A, Class B, and Class C common stock have identical liquidation and dividend rights, the undistributed earnings are allocated on a proportionate basis to each class of common stock. As a result, the basic and dilutednet income (loss) per share are the same for all classes of Samsara’s common stock, on both an individual and combined basis, and therefore are presented together.

Basicnet income (loss) per share is computed by dividingnet income (loss) by the weighted-average number of shares of common stock outstanding during the period. Dilutednet income (loss) per share is computed by dividingnet income (loss) by the weighted-average number of shares of common stock outstanding during the period, adjusted for the effects of dilutive shares of common stock, which consist of outstanding stock options, RSUs, and ESPP obligations. The potentially dilutive shares of common stock are computed using the treasury stock method. The effects of outstanding stock options, RSUs, and ESPP obligations are excluded from the computation of dilutednet income (loss) per share in periods in which the effect would be antidilutive.

The following table presents the calculation of basic and dilutednet income (loss) per share (in thousands, except share and per share data):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Numerator:
Net income (loss)$16,242$(16,800)$60,750$(38,921)
Denominator:
Weighted-average shares used in computing net income (loss) per share, basic584,135,703571,738,084582,985,810569,739,406
Weighted-average effect of potentially dilutive securities:
Outstanding stock options4,483,304—4,427,346—
RSUs1,843,150—1,654,836—
Employee stock purchase plan obligations2,508—1,562—
Weighted-average shares used in computing net income (loss) per share, diluted590,464,665571,738,084589,069,554569,739,406
Net income (loss) per share, basic and diluted$0.03$(0.03)$0.10$(0.07)

The following potentially dilutive securities were excluded from the computation of dilutednet income (loss) per share calculations for the periods presented because the impact of including them would have been antidilutive:

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Outstanding stock options—5,599,181—5,599,181
RSUs4,895,22321,041,29813,907,94421,041,298
Employee stock purchase plan obligations852,138660,406852,138660,406
Total antidilutive securities5,747,36127,300,88514,760,08227,300,885
  1. Segment Information

The Company has a single operating and reportable segment. The chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis.

The CODM makes operating decisions, assesses financial performance, and allocates resources based on consolidated operating income (loss) and consolidatednet income (loss) as reported on thecondensed consolidated statements of operations and comprehensive income (loss). These financial metrics are used by the CODM to monitor budget versus actual results. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

The table below presents selected financial information for the single operating segment (in thousands):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Revenue$508,437$391,480$987,281$758,364
Cost of revenue (1) (2)33,07426,20168,13750,644
Research and development (1)66,34655,753133,902111,975
Sales and marketing (1) (3)164,029130,921320,274254,368
General and administrative (1)39,35944,08371,41189,147
Stock-based compensation expense96,38581,135173,856158,214
Connected device costs41,76235,14382,63868,523
Cloud and cellular costs37,21925,53775,41947,636
Sales commissions25,38819,32649,57437,731
Segment operating income (loss)$4,875$(26,619)$12,070$(59,874)
Interest income and other income, net (4)12,65411,42654,38624,149
Provision for income taxes1,2871,6075,7063,196
Segment net income (loss)$16,242$(16,800)$60,750$(38,921)

(1)These segment expenses exclude stock-based compensation expense, which is presented separately.

(2)Cost of revenue also excludes connected device costs and cloud and cellular costs, which are presented separately.

(3)Sales and marketing also excludes sales commissions, which is presented separately.

(4)Includes a legal gain from arbitration award of $30.3 million for the six months ended August 1, 2026, and interest income of $12.2 million and $24.2 million for the three and six months ended August 1, 2026, respectively, and $11.5 million and $22.6 million for the three and six months ended August 2, 2025, respectively.

Refer to the condensed consolidated financial statements for other financial information regarding the Company’s operating segment, including depreciation and amortization expense.

Revenue by Geographic Area

The following table presents revenue disaggregated by geography, based on the location of the Company’s customers (in thousands):

Three Months EndedSix Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
United States$431,132$334,958$837,662$651,950
Other (1)77,30556,522149,619106,414
Total revenue$508,437$391,480$987,281$758,364

(1)No individual country other than the United States exceeded 10% of total revenue for any period presented.

Long-Lived Assets, Net, by Geographic Area

The following table presents long-lived assets, net, disaggregated by geography, which consist of property and equipment, net, and operating lease right-of-use assets (in thousands):

As of
August 1, 2026January 31, 2026
United States$132,879$131,516
Other (1)13,46810,394
Total long-lived assets, net$146,347$141,910

(1)No individual country other than the United States exceeded 10% of total long-lived assets, net, for any period presented.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.