01—Abstract
Summary
Summary of the 8-K filed May 1, 2026. Cited figures are marked; the original filing is the authoritative source.
Samsara Inc. (IOT) filed a Form 8-K reporting under Item 5.07 (Submission of Matters to a Vote of Security Holders) that certain stockholders holding at least a majority of the voting power of the Company's outstanding capital stock adopted resolutions by written consent on April 29, 2026 to approve reincorporating the Company from Delaware to Nevada by conversion (the "Nevada Reincorporation").
The filing states that the Company will file a Schedule 14C information statement, to be mailed to all holders of record as of the close of business on April 28, 2026, and that copies of the proposed plan of conversion, Nevada articles of incorporation and Nevada bylaws will be filed as appendices to that Schedule 14C. The consenting stockholders are identified as a group of trusts, annuity trusts and related trustees associated with Sanjit Biswas and John C. Bicket, who as of April 28, 2026 together held 1,890,352 shares of Class A common stock and 190,739,972 shares of Class B common stock.
The filing states this represents approximately 76.7%a of the voting power of the Company's outstanding capital stock entitled to vote. Under Rule 14c-2 under the Securities Exchange Act of 1934, the Company plans to effect the Nevada Reincorporation no earlier than twenty calendar days after the Schedule 14C begins to be mailed to holders of record. For investors, the key takeaway is that the reincorporation is approved by written consent of a controlling voting bloc, so no stockholder meeting will be held, and the change will take effect after the information statement period.
02—Key points
Key Highlights
- On April 29, 2026, stockholders holding at least a majority of voting power adopted written consent resolutions approving the reincorporation from Delaware to Nevada by conversion.
- Consenting stockholders collectively held 1,890,352 shares of Class A common stock and 190,739,972 shares of Class B common stock as of April 28, 2026.
- The filing states the consenting group represents approximately 76.7% of the voting power of outstanding capital stock entitled to vote.
- No stockholder meeting is required because approval was obtained by written consent in lieu of a meeting.
- The Company will file a Schedule 14C information statement, mailed to holders of record as of the close of business on April 28, 2026.
- Plan of conversion, Nevada articles of incorporation and Nevada bylaws will be filed as appendices to the Schedule 14C.
- The Nevada Reincorporation is planned to become effective no earlier than twenty calendar days after mailing of the Schedule 14C, per Rule 14c-2.
03—Questions
Frequently Asked Questions
What corporate action did stockholders approve?
Stockholders holding at least a majority of the voting power approved, by written consent, the reincorporation of Samsara Inc. from the State of Delaware to the State of Nevada by conversion.
Why was no stockholder meeting held?
The approval was adopted by written consent in lieu of a meeting of stockholders, by holders of at least a majority of the Company's voting power.
Who are the consenting stockholders?
The filing identifies them as a collection of trusts, annuity trusts and related trustees associated with Sanjit Biswas and John C. Bicket, including spouses and trust companies acting as trustees.
When will the reincorporation take effect?
The Company plans to effect the Nevada Reincorporation no earlier than twenty calendar days after the Schedule 14C is first mailed to holders of record, consistent with Rule 14c-2.
What documents will be made available about the change?
The proposed plan of conversion, Nevada articles of incorporation and Nevada bylaws will be filed as appendices to the Schedule 14C information statement.
04—Continue