01—Abstract
Summary
Summary of the 8-K filed June 1, 2026. Cited figures are marked; the original filing is the authoritative source.
Samsara Inc. filed this Form 8-K to report that its reincorporation from the State of Delaware to the State of Nevada became effective on June 1, 2026, at 12:02 a.m.
Pacific Time. The company filed a certificate of conversion in Delaware and articles of conversion in Nevada on May 28, 2026. The filing states that the reincorporation did not result in any change in the business, jobs, management, properties, office locations, number of employees, obligations, assets, liabilities, or net worth, other than costs related to the reincorporation.
It also states that the reincorporation did not materially affect the company's material contracts with third parties. As a result of the change, the company is now governed by Nevada law, its Nevada articles of incorporation, and Nevada bylaws approved by its board. Each outstanding share of Class A and Class B common stock of the Delaware corporation automatically converted into one share of the corresponding class of the Nevada corporation, and outstanding restricted stock units, options, and rights converted into equivalent awards on the same terms.
Stockholders do not need to exchange their stock certificates. The Class A common stock continues to trade on the New York Stock Exchange under the symbol "IOT." The filing states that certain stockholder rights changed, and it refers to an Information Statement filed May 11, 2026 for a detailed description. The company also entered into new indemnification agreements with its executive officers and directors.
02—Key points
Key Highlights
- Samsara Inc. reincorporated from Delaware to Nevada, effective June 1, 2026, at 12:02 a.m. Pacific Time.
- Each share of Class A and Class B common stock converted automatically into one share of the same class of the Nevada corporation, so stockholders need not exchange certificates.
- Outstanding RSUs, options, and rights converted automatically into equivalent awards in the Nevada corporation on the same terms and conditions.
- The filing states the reincorporation did not change the company's business, management, properties, employees, assets, liabilities, or net worth, apart from reincorporation costs.
- The filing states the reincorporation did not materially affect the company's material third-party contracts.
- Certain stockholder rights changed as a result of the reincorporation; details are in the Information Statement filed May 11, 2026.
- The company entered into new indemnification agreements with its executive officers and directors, and the Class A stock continues to trade on the NYSE under "IOT."
03—Questions
Frequently Asked Questions
Does the reincorporation change my shares or require any action?
No action is required. Each outstanding Class A and Class B share automatically converted into one share of the corresponding class of the Nevada corporation, and existing stock certificates remain valid.
Will the company's stock still trade under the same ticker?
Yes. The filing states that the Nevada Corporation Class A Common Stock continues to be traded on the New York Stock Exchange under the symbol "IOT."
What happens to outstanding equity awards such as RSUs and options?
Each outstanding restricted stock unit, option, or right automatically became a corresponding award for an equal number of Nevada Corporation shares, under the same terms and conditions.
Does the move change the company's operations or finances?
The filing states that the reincorporation did not change the business, management, properties, office locations, employee count, obligations, assets, liabilities, or net worth, other than costs related to the reincorporation.
Are stockholder rights affected?
The filing states that certain stockholder rights changed as a result of the reincorporation. It refers investors to the Information Statement filed May 11, 2026, and to the Nevada Charter and Nevada Bylaws (Exhibits 3.1 and 3.2) for details.
04—Continue