DEF 14A of Samsara Inc., Jun 1, 2026

DEF 14A of Samsara Inc.

Filed Jun 1, 2026 · FY20260001628280-26-039492

Open on EDGAR

  1. TABLE OF CONTENTS

    | Tabular List of Performance Measures | 49 | | Description of Relationships Between Compensation Actually Paid and Performance | 49 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 52 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 55 | | Aircraft Agreement | 55 | | Investors’ Rights Agreement | 55 | | Limitation of Liability and Indemnification of Officers and Directors | 55 | | Policies and Procedures for Related Person Transactions | 56 | | OTHER MATTERS | 57 | | Stockholder Proposals or Director Nominations for Fiscal Year 2028 Annual Meeting | 57 | | Availability of Bylaws | 57 | | Fiscal Year 2026 Annual Report and SEC Filings | 58 | | APPENDIX A | 59 |

  2. Our Board of Directors

    Our Board of Directors Our Board of Directors consists of ten directors, eight of whom are independent under the listing standards of the New York Stock Exchange (“NYSE”). At each annual meeting of stockholders, directors will be elected for a one-year term and until their successors are duly elected and qualified. After our fiscal year 2027 annual meeting, our Board of Directors will consist of eight directors. The following table sets forth the names, ages, and certain other information for each of our directors and director nominees, as of June 1, 2026:

  3. Our Board of Directors

    | Name | Age | Position(s) | Director Since | | Sanjit Biswas | 44 | Co-Founder, Chief Executive Officer and Chair | 2015 | | John Bicket | 46 | Co-Founder, Executive Vice President, Chief Technology Officer and Director | 2015 | | Marc Andreessen | 54 | Director | 2015 | | Todd Bluedorn(1) (2) | 63 | Director | 2023 | | Sue Bostrom(1) (3) | 65 | Director | 2021 | | Jonathan Chadwick(4) | 60 | Lead Independent Director | 2020 | | Alyssa Henry(4) | 55 | Director | 2024 | | Ann Livermore(1) (2) | 67 | Director | 2021 | | Gary Steele(4) | 63 | Director | 2025 | | Sue Wagner(2) (3) (4) | 65 | Director | 2020 |

  4. Our Board of Directors

    _________________________ (1)Member of compensation committee (2)Member of nominating and corporate governance committee (3)The current terms of Ms. Bostrom and Ms. Wagner will expire at the fiscal year 2027 annual meeting. We extend our sincere thanks to Ms. Bostrom and Ms. Wagner for their distinguished service on our Board of Directors since before our initial public offering (“IPO”) in December 2021. We are deeply grateful for their expertise and dedication to our Board of Directors. (4)Member of audit committee Our Board of Directors is composed of individuals with a variety of backgrounds, experience and skills relevant to our company. The composition of our Board of Directors provides a broad range of perspectives and enhances our ability to execute on our company strategy. The following chart reflects the range of attributes possessed by our Board of Directors.

  5. Our Board of Directors

    | Skill | Sanjit Biswas | John Bicket | Marc Andreessen | Todd Bluedorn | Sue Bostrom | Jonathan Chadwick | Alyssa Henry | Ann Livermore | Gary Steele | Sue Wagner | | Core | | | | | | | | | | | | Public Company Leadership | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Finance | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Corporate Governance | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Risk Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Strategic | | | | | | | | | | | | Technology & Innovation | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Global Business & Operations | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Sales & Marketing | ✔ | ✔ | | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | | Human Capital Management | ✔ | ✔ | | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | | Cybersecurity | ✔ | ✔ | | | | ✔ | ✔ | | ✔ | ✔ | | Product Management & Engineering | ✔ | ✔ | ✔ | | | | ✔ | | ✔ | | | Definitions | | | | | | | | | | | | Core Skills Public Company Leadership: Experience serving in a significant leadership position at a public company Finance: Knowledge of financial markets, finance and accounting, financial reporting and/or experience in financial strategy or management Corporate Governance: Experience on other public company boards and in corporate governance-related matters Risk Management: Experience in the oversight, evaluation and/or execution of risk management programs Strategic Skills Technology and Innovation: Understanding of the technology industry and product innovation to oversee our business and address the opportunities and risks we face Global Business and Operations: Experience in building, growing or operating a business on a global scale Sales and Marketing: Experience in driving sales, marketing, and brand growth and development Human Capital Management: Experience in talent development, management and oversight of compensation and people-related policies Cybersecurity: Experience in assessing, overseeing or managing cybersecurity, information security or data privacy risks or programs Product Management and Engineering: Technical experience in product strategy, design or development | | | | | | | | | | |

  6. Nominees for Director

    Nominees for Director

  7. Nominees for Director

    | | Mr. Biswas has served as our Chief Executive Officer and as the Chairman of our Board of Directors since February 2015. Prior to co-founding Samsara, he was the Chief Executive Officer and co-founder of Meraki, an information technology company, from April 2006 to December 2012. He served as Vice President and General Manager at Cisco Systems, a technology company, from December 2012 to January 2015 following Cisco’s acquisition of Meraki in 2012. Mr. Biswas holds a B.S. in Computer Systems Engineering from Stanford University and an S.M. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology. We believe Mr. Biswas is qualified to serve as a member of our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer and as one of our co-founders, as well as his prior business experience. | | Sanjit Biswas | |

  8. Nominees for Director

    | | Mr. Bicket has served as our Chief Technology Officer and as a member of our Board of Directors since February 2015. Prior to co-founding Samsara, he was the CTO and co-founder of Meraki from April 2006 to December 2012. He served as Vice President of Engineering at Cisco Systems from December 2012 to January 2015 following Cisco’s acquisition of Meraki in 2012. Mr. Bicket holds a B.S. in Computer Science from Cornell University and an S.M. in Computer Science from the Massachusetts Institute of Technology. We believe Mr. Bicket is qualified to serve as a member of our Board of Directors because of the perspective and experience he brings as our Chief Technology Officer and as one of our co-founders, as well as his prior business experience. | | John Bicket | |

  9. Nominees for Director

    | | Mr. Andreessen has served as a member of our Board of Directors since May 2015. He is a co-founder and has been a General Partner of Andreessen Horowitz, a venture capital firm, since July 2009. Previously, Mr. Andreessen co-founded and served as the Chairman of the board of directors of Opsware, Inc. (formerly known as Loudcloud Inc.), a software company. He also served as Chief Technology Officer of America Online, Inc., an Internet services company. Mr. Andreessen was a co-founder of Netscape Communications Corporation, a software company, and served in various positions, including Chief Technology Officer and Executive Vice President of Products. Mr. Andreessen previously served as a member of the boards of directors of eBay Inc., an e-commerce company, Hewlett-Packard Company, a software and hardware provider, and Hewlett Packard Enterprise Company, a technology solutions provider. Mr. Andreessen currently sits on the boards of directors of Meta Platforms, Inc., a technology company, Coinbase Global, Inc., a cryptocurrency exchange platform, and several private companies. Mr. Andreessen holds a B.S. in computer science from the University of Illinois Urbana-Champaign. We believe that Mr. Andreessen is qualified to serve as a member of our Board of Directors due to his extensive leadership and business experience as an Internet entrepreneur, venture capitalist, and technologist, as well as his service on other boards of directors of various public companies. | | Marc Andreessen | |

  10. Nominees for Director

    | | Mr. Bluedorn has served as a member of our Board of Directors since August 2023. He has most recently served as Vice Chair of Madison Industries, a privately-held industrial company, from 2022 to 2023. Prior to Madison Industries, he served as Chief Executive Officer of Lennox International, a climate control solutions provider, from 2007 to 2022, and as Chairman of the board of Lennox International from 2012 to 2022. Prior to that, Mr. Bluedorn held several senior management positions at United Technologies Corporation, including leading Otis Elevator — North & South America, an elevator manufacturer and maintainer. He also served on the board of directors of Eaton Corporation from 2010 to 2020. He currently sits on the board of directors of Texas Instruments, a global semiconductor company, and Medline Inc., a provider of medical-surgical products and supply chain solutions. Mr. Bluedorn holds a B.S. in Electrical Engineering from The United States Military Academy at West Point and an M.B.A from Harvard Business School. We believe that Mr. Bluedorn is qualified to serve as a member of our Board of Directors due to his leadership and business experience in the industrial sector and his service in several senior management positions. | | Todd Bluedorn | |

  11. Nominees for Director

    | | Mr. Chadwick has served as a member of our Board of Directors since August 2020. Since April 2016, he has been a private investor. From November 2012 to April 2016, Mr. Chadwick served as Chief Financial Officer, Chief Operating Officer and Executive Vice President of VMware, Inc., a virtualization and cloud infrastructure solutions company. He previously served as the Chief Financial Officer of Skype Communication S.a.r.l., a voice over IP (VoIP) service company, and as a Corporate Vice President of Microsoft Corporation, a technology company, after its acquisition of Skype Communication S.a.r.l. Mr. Chadwick previously served as Executive Vice President and Chief Financial Officer of McAfee, Inc., a security software company, until its acquisition by Intel Corporation. Before that, Mr. Chadwick served in various executive roles at Cisco Systems, Inc. Mr. Chadwick also worked for Coopers & Lybrand (now PricewaterhouseCoopers), an accounting firm, in various roles in the United States and United Kingdom. He currently serves on the boards of directors of ServiceNow, Inc., a cloud computing company, Zoom Communications, Inc., a provider of remote conferencing services, Confluent, Inc., a data infrastructure company, and various private companies. He previously served on the board of directors of Elastic N.V., a search and data analysis company, Cognizant Technology Solutions Corporation, an IT business services provider, and F5 Networks, Inc., an application networking delivery company. Mr. Chadwick qualified as a Chartered Accountant in England and holds a B.Sc. degree in Electrical and Electronic Engineering from the University of Bath. We believe Mr. Chadwick is qualified to serve as a member of our Board of Directors due to his significant financial expertise as a Chief Financial Officer and service on the boards of directors of various public companies. | | Jonathan Chadwick | |

  12. Nominees for Director

    | | Ms. Henry has served as a member of our Board of Directors since August 2024. She most recently served as Chief Executive Officer of Square at Block, Inc. (formerly Square, Inc.), a financial services company, from February 2023 to October 2023. Prior to her role as CEO, Ms. Henry served in various roles at Square, Inc., including Square Lead and Block Infrastructure and Information Security Lead from December 2021 to February 2023, and Seller Lead from 2014 to December 2021. Prior to these roles, she served in various capacities at Amazon.com, Inc. from 2006 to 2014, including as Vice President of Amazon Web Services Storage Services. Ms. Henry spent 12 years at Microsoft Corporation in various engineering, program management, and product unit management roles. Ms. Henry currently serves on the boards of directors of Intel Corporation and Confluent, Inc. She also previously served as a member of the board of directors of Unity Software, Inc. from December 2018 to November 2022. Ms. Henry holds a B.S. in Mathematics and Applied Science with a Specialization in Computing from the University of California, Los Angeles. We believe Ms. Henry is qualified to serve as a member of our Board of Directors due to her extensive leadership experience in the technology industry and her service on the boards of directors of various public companies. | | Alyssa Henry | |

  13. Nominees for Director

    | | Ms. Livermore has served as a member of our Board of Directors since June 2021. She previously served in various management and leadership roles at Hewlett-Packard Company from 1982 to October 2011, most recently serving as Executive Vice President. Ms. Livermore currently serves on the boards of directors of Qualcomm Incorporated, a wireless technology company, and Hewlett Packard Enterprise Company. Ms. Livermore previously served as a member of the board of directors of Hewlett-Packard Company from June 2011 until November 2015 and United Parcel Service, Inc., a shipping and supply chain management company, from November 1997 until May 2023. Ms. Livermore holds a B.A. in Economics from the University of North Carolina, Chapel Hill and an M.B.A. from the Stanford Graduate School of Business. We believe Ms. Livermore is qualified to serve as a member of our Board of Directors due to her extensive experience and leadership roles in the technology industry and her service on the boards of directors of various public companies. | | Ann Livermore | |

  14. Nominees for Director

    | | Mr. Steele has served as a member of our Board of Directors since September 2025. Since May 2025, he has served as Chief Executive Officer of Shield AI Inc., a defense technology company. Mr. Steele previously served in various roles at Cisco Systems Inc. from 2024 to 2025, including President, Go-to-Market and Executive Vice President and General Manager of Splunk Inc., a software company, after it was acquired by Cisco Systems Inc. Prior to the acquisition, Mr. Steele served as President and Chief Executive Officer of Splunk Inc. from April 2022 to March 2024. Mr. Steele also served as the founding Chief Executive Officer of Proofpoint Inc., a cybersecurity company, from November 2002 to March 2022. Mr. Steele currently serves on the board of directors of Upwork Inc., a marketplace and talent platform. He also previously served as a member of the boards of directors of Splunk Inc. from April 2022 to March 2024 and Proofpoint Inc. from November 2002 to March 2022. Mr. Steele holds a B.S. in Computer Science from Washington State University. We believe Mr. Steele is qualified to serve as a member of our Board of Directors due to his extensive executive leadership experience in the technology industry, his operational experience serving as chief executive officer of multiple public technology companies, and his service on the boards of directors of various public companies. | | Gary Steele | |

  15. Considerations in Evaluating Directors and Director Nominees

    Considerations in Evaluating Directors and Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and its respective committees and other director qualifications. While our Board has not set specific minimum qualifications for its members, our nominating and corporate governance committee evaluates director nominees based on various factors, including but not limited to character, professional ethics, integrity, judgment, business acumen, demonstrated expertise, and competence in their field. Additional considerations include the ability to exercise sound business judgment, tenure on the Board, complementary skills, understanding of our business, awareness of Board responsibilities, time commitments, and diversity across professional background, education, race, ethnicity, gender, age, and geography. The Board values a mix of perspectives and experiences that enhance decision-making. While there is no formal policy regarding a balanced representation of backgrounds and experiences, the Board is committed to fostering a well-rounded and inclusive membership and considers a wide range of perspectives, professional experiences, and expertise in its selection process. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, Board or management. During fiscal year 2026, our nominating and corporate governance committee utilized the services of Heidrick & Struggles to assist in the identification and selection of a potential director, including with respect to Mr. Steele, to join our Board of Directors. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our Board of Directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our Board of Directors has the final authority in determining the selection of director candidates for nomination to our Board. Our nominating and corporate governance committee also oversees the annual self-evaluation process for our Board of Directors and its committees, including conducting surveys of director observations and suggestions on the effectiveness of the Board. The nominating and corporate governance committee is responsible for establishing the evaluation criteria and implementing the process for this evaluation, as well as making recommendations to the Board regarding any changes they may deem appropriate based on insights collected through the evaluation process. We utilize the results of the evaluation process to analyze the effectiveness of our current Board composition, structure, and processes and to determine the critical skills and characteristics required of prospective candidates for election to our Board.

  16. Director Compensation

    Director Compensation We have an outside director compensation policy for our non-employee directors, which we most recently updated in June 2025 to align with peer and market practices. The current outside director compensation policy was developed with input from our independent compensation consultant, Compensia, Inc. (“Compensia”) regarding practices and compensation levels of similarly situated companies and is intended to attract, retain, and reward non-employee directors. Under our outside director compensation policy, non-employee directors are entitled to receive compensation in the form of cash and equity, as described below. •$47,500 retainer per year for each non-employee director (increased from $40,000 in June 2025); •$50,000 retainer per year for the non-executive chair of the Board of Directors (if appointed); •$22,000 retainer for the lead independent director (increased from $20,000 in June 2025); •$25,000 retainer per year for the chair of the audit committee or $12,500 retainer per year for each other member of the audit committee (increased from $10,000 in June 2025); •$20,000 retainer per year for the chair of the compensation committee or $10,000 retainer per year for each other member of the compensation committee; and •$12,000 retainer per year for the chair of the nominating and corporate governance committee or $6,000 retainer per year for each other member of the nominating and corporate governance committee. Each non-employee director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and will not receive the additional annual fee as a member of the committee. All cash payments to non-employee directors will be paid quarterly in arrears on a prorated basis. Each person who first becomes a non-employee director under the outside director compensation policy will receive, on the first trading date on or after the date on which the person first becomes a non-employee director, an initial award of restricted stock units covering a number of shares of our Class A common stock, with such award having a grant value equal to $500,000, rounded to the nearest whole share. Each initial award will vest as to 1/3rd of the underlying shares on the first quarterly vesting date following the date the individual became a non-employee director, and as to 1/3rd of the underlying shares on each of the next two anniversaries thereafter, subject to continued service through each relevant vesting date. If the person was a member of our Board of Directors and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an initial award. On the date of each of our annual stockholder meetings, each non-employee director who is continuing as a director following our annual stockholder meeting automatically will be granted an award of restricted stock units covering a number of shares of our Class A common stock, with such award having a grant value of $250,000, rounded to the nearest whole share. Each annual award will vest on the earlier of the first anniversary of the award’s grant date or the day before the annual stockholder meeting following the date the annual award was granted, in each case subject to continued service through the relevant vesting date. In the event of a change in control of our company, all equity awards granted to a non-employee director (including those granted pursuant to our outside director compensation policy) will fully vest and become immediately exercisable (if applicable), unless specifically provided otherwise under the applicable award agreement or other written agreement between the non-employee director and us. Under our outside director compensation policy, in any fiscal year, no non-employee director may be paid, issued or granted cash compensation and equity awards following the effective date of our outside director compensation policy with a total value of greater than $750,000, with the value of an equity award based on its grant-date fair value for purposes of this limit. Any cash compensation paid or equity awards granted to a non-employee director while he or she was an employee or consultant (other than a non-employee director) will not count toward this limit. The maximum annual limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors. Our outside director compensation policy also provides for the reimbursement of our non-employee directors for reasonable, customary and documented travel expenses to attend meetings of our Board of Directors and committees thereof. Our non-employee directors will remain eligible to receive equity awards and cash or other compensation outside of the outside director compensation policy, as may be provided from time to time at the discretion of our Board of Directors.

  17. Director Compensation for Fiscal Year 2026

    Director Compensation for Fiscal Year 2026 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board of Directors for the fiscal year ended January 31, 2026. Directors who are also our employees receive no additional compensation for their service as directors. During fiscal year 2026, Mr. Biswas and Mr. Bicket were employees and executive officers of the company and therefore did not receive compensation as directors. See “Executive Compensation” for additional information regarding Mr. Biswas’ and Mr. Bicket’s compensation.

  18. Director Compensation for Fiscal Year 2026

    | Name | Fees Paid or Earned in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Marc Andreessen (2) | — | — | — | — | — | | Todd Bluedorn (3) | 62,250 | 249,998 | — | — | 312,248 | | Sue Bostrom(4) | 61,250 | 249,998 | — | — | 311,248 | | Jonathan Chadwick | 89,750 | 249,998 | — | — | 339,748 | | Alyssa Henry | 55,000 | 249,998 | — | — | 304,998 | | Ann Livermore | 65,750 | 249,998 | — | — | 315,748 | | Gary Steele (5) | 23,091 | 499,983 | — | — | 523,074 | | Sue Wagner | 61,000 | 249,998 | — | — | 310,998 |

  19. Director Compensation for Fiscal Year 2026

    _________________________ (1)The dollar value of the restricted stock unit, or RSU, awards shown in the “Stock Awards” column represents the aggregate grant-date fair value calculated on the basis of the fair market value of the underlying shares of Class A common stock on the grant date in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. On July 29, 2025, each non-employee director, other than Mr. Andreessen and Mr. Steele, received an annual grant of 6,371 RSUs with a grant-date fair value of $39.24 per share, the closing stock price as of the date of grant, in accordance with the terms of our outside director compensation policy that was in place at the time. On September 2, 2025, Mr. Steele received an initial grant in connection with his appointment to our Board of Directors of 14,088 RSUs with a grant-date fair value of $35.49 per share, the closing stock price as of the date of grant, in accordance with the terms of our outside director compensation policy. (2)Mr. Andreessen declined all compensation, including equity awards, for his service on our Board of Directors for the fiscal year ended January 31, 2026. (3)Committee fees for Mr. Bluedorn are prorated to reflect his appointment as chair of the compensation committee, effective November 2, 2025. (4)Committee fees for Ms. Bostrom are prorated to reflect her transition from chair to member of the compensation committee, effective November 2, 2025. (5)Board fees for Mr. Steele are prorated to reflect his appointment to our Board of Directors, effective September 1, 2025, and committee fees for Mr. Steele are prorated to reflect his appointment to the audit committee, effective November 2, 2025. The following table lists the number of shares underlying all outstanding equity awards held by non-employee directors as of January 31, 2026:

  20. Director Compensation for Fiscal Year 2026

    | Name | Aggregate Number of Shares Underlying Outstanding Stock Awards | | Marc Andreessen (1) | — | | Todd Bluedorn | 6,371 | | Sue Bostrom | 6,371 | | Jonathan Chadwick | 6,371 | | Alyssa Henry | 11,059 | | Ann Livermore | 6,371 | | Gary Steele | 9,393 | | Sue Wagner | 6,371 |

  21. Director Compensation for Fiscal Year 2026

    (1)Mr. Andreessen declined all compensation, including equity awards, for his service on our Board of Directors for the fiscal year ended January 31, 2026.

  22. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of ten directors. The current terms of each of Ms. Bostrom and Ms. Wagner will expire at the fiscal year 2027 annual meeting. As such, at the fiscal year 2027 annual meeting, our Board will consist of eight directors, each of whom will be elected for a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. We extend our sincere thanks to Ms. Bostrom and Ms. Wagner for their distinguished service on our Board since before our IPO in December 2021. We are deeply grateful for their expertise and dedication to our Board.

  23. FY 2026 Executive Compensation Highlights

    | Continued Use of Minimal Base Salary for our CEO and CTO. | Each of our co-founders, Mr. Biswas and Mr. Bicket, continued to voluntarily receive a minimal base salary of $50,000 each in FY 2026. | | Limited Merit-Based Salary Increases for Two Named Executive Officers. | We made limited merit-based salary increases of approximately 4% for Mr. Phillips and 5% for Mr. Eltoukhy in FY 2026. | | No Changes to Non-Equity Incentive Plan Target Percentages. | For our FY 2026 non-equity incentive compensation plan for our executives (the “Executive Non-Equity Incentive Plan”), we made no changes to the target percentages for our named executive officers. | | Annual Executive Non-Equity Incentive Plan Based Solely on Pre-Established Corporate Performance Objectives. | Our Executive Non-Equity Incentive Plan rewards achievement of our annual performance targets through quarterly payouts (capped at 100% of the target payout for the first three quarters) and a final year-end payout, which is calculated as the full-year achievement minus the sum of the quarterly payments for the prior three quarters (with a maximum annual earning opportunity of 150% of target). This plan structure balances our desire to incentivize incremental performance throughout the year while emphasizing achievement of our annual performance targets. For FY 2026, our compensation committee approved an annual total payout result under the Executive Non-Equity Incentive Plan of 127.9% of target. | | Long-Term Vesting Schedule for RSUs Continues to Promote Management Longevity and Align Executive and Stockholder Interests. | We utilize a four-year vesting schedule for restricted stock units (“RSUs”), granted to employees at the Vice President level and above to ensure our leadership is fundamentally aligned with long-term stockholder interests. By delivering the vast majority of our named executive officers’ total direct compensation in the form of RSUs, we incentivize sustained value creation and reward the management longevity essential to our strategic goals. |

  24. Our Compensation Philosophy

    | Competitiveness | Management Longevity | | The ability to attract and retain elite talent is paramount to our success. We operate in a highly competitive market and design our pay programs to attract and retain an executive team capable of driving our growth trajectory. We aim for the total target compensation of our named executive officers (including base salary, non-equity incentive awards and annual equity awards) to be competitive with our peer group. Our non-equity incentive plan rewards exceptional performance against predetermined targets through a quarterly payout structure. | We believe management longevity is a key driver of long-term value creation. Our executive compensation program promotes retention through annual equity awards featuring a four-year vesting period. Because the value realized from these grants depends on our stock price at the time of vesting, this structure further enhances the link between the interests of our executives and those of our stockholders. | | Long-Term Ownership | Strong Performance Orientation | | We align the interests of our named executive officers with those of our stockholders by prioritizing long-term value creation. In line with this philosophy, we heavily weight total compensation toward long-term equity incentives. This ensures our executive team operates with an ownership mentality, focused entirely on the company’s enduring success. | We maintain high standards for corporate performance. Our executives earn annual non-equity incentive awards only through the achievement of rigorous business objectives that benefit stockholders. In addition, the value realized from executives’ equity awards is dependent on our stock price performance over time. |

  25. Executive Compensation Practices

    | What We Do | | What We Don’t Do | | | ✔ | Link a significant portion of compensation for named executive officers to at-risk outcomes, based on stock performance or pre-established corporate objectives | ✘ | No guaranteed bonuses | | ✔ | Annually review our named executive officer compensation against competitive market data | ✘ | No excessive perquisites | | ✔ | Maintain a compensation committee comprised of 100% independent directors | ✘ | No pension plans or supplemental retirement plans | | ✔ | Maintain an executive compensation clawback policy | ✘ | No pledging of our stock by directors or executive officers | | ✔ | Retain an independent compensation advisor who advises the compensation committee and provides no other services to the company | ✘ | No short sales, hedging or margin accounts | | ✔ | Provide double-trigger change in control arrangements | ✘ | No excise tax gross-ups upon a change in control | | ✔ | Assess the risk-reward balance of our compensation programs to mitigate undue risks | | |

  26. Use of Independent Compensation Consultant

    Use of Independent Compensation Consultant During the fiscal year ended January 31, 2026, our compensation committee, on behalf of our Board of Directors, retained Compensia to provide it with market information, analysis, and other advice relating to executive officer and non-executive director compensation on an ongoing basis, as well as equity plan design and strategy. Compensia does not provide any services to us other than the consulting services to our compensation committee. Our compensation committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management, including such factors as were deemed relevant under the circumstances, and has determined that no conflict of interest was raised as a result of the work performed by Compensia and that Compensia is independent pursuant to SEC and NYSE rules.

  27. FY 2026 Peer Group

    FY 2026 Peer Group In December 2024, our compensation committee approved a peer group for use in making FY 2026 compensation decisions. The compensation committee used the following criteria in determining the appropriate peers:

  28. FY 2026 Peer Group

    | Industry/Sector | Our compensation committee considered companies in the application software industry, the internet services and infrastructure industry and the systems software industry, among other industries and sectors; | | Revenue | Our compensation committee generally considered companies whose revenue was between approximately 0.3x – 3.0x Samsara’s fourth quarter revenue in fiscal year 2024; | | Market Capitalization | Our compensation committee generally considered companies whose market capitalization was between approximately 0.25x – 4.0x Samsara’s 30-day average market capitalization at the time of the peer group approval; and | | M&A Activity | Our compensation committee eliminated any companies from the FY 2025 peer group that underwent mergers or acquisitions since approval of the FY 2025 peer group. |

  29. FY 2026 Peer Group

    Based on these criteria and considerations, our peer group for FY 2026, referred to as our FY 2026 peer group, as approved by our compensation committee, consisted of the following companies:

  30. FY 2026 Peer Group

    | FY 2026 Peer Group | | | | Atlassian Corporation | Elastic N.V. | Snowflake Inc. | | Cloudflare, Inc. | GitLab Inc. | Toast, Inc. | | Confluent, Inc. | HubSpot, Inc. | UiPath, Inc. | | CrowdStrike Holdings, Inc. | MongoDB, Inc. | Unity Software Inc. | | Datadog, Inc. | Okta, Inc. | Veeva Systems Inc. | | Docusign, Inc. | Palantir Technologies Inc. | Zscaler, Inc. | | Dynatrace, Inc. | Procore Technologies, Inc. | |

  31. FY 2027 Peer Group

    FY 2027 Peer Group In November 2025, our compensation committee reassessed the composition of our peer group using the same criteria as for FY 2026 and approved a new peer group for use in making compensation decisions for fiscal year 2027 (“FY 2027”). Based on these criteria and considerations, we added Axon Enterprise, Inc., Klaviyo, Inc. and ServiceTitan, Inc. and removed Palantir Technologies, Inc. and UiPath, Inc. in order to position us closer to the median of the group on market capitalization. As such, our peer group for FY 2027, referred to as our FY 2027 peer group, as approved by our compensation committee, consisted of the following companies:

  32. FY 2027 Peer Group

    | FY 2027 Peer Group | | | | Atlassian Corporation | Dynatrace, Inc. | Procore Technologies, Inc. | | Axon Enterprise, Inc. | Elastic N.V. | ServiceTitan, Inc. | | Cloudflare, Inc. | GitLab Inc. | Snowflake Inc. | | Confluent, Inc. | HubSpot, Inc. | Toast, Inc. | | CrowdStrike Holdings, Inc. | Klaviyo, Inc. | Unity Software Inc. | | Datadog, Inc. | MongoDB, Inc. | Veeva Systems Inc. | | Docusign, Inc. | Okta, Inc. | Zscaler, Inc. |

  33. Non-Equity Incentive Plan Compensation

    Non-Equity Incentive Plan Compensation We use non-equity incentive compensation to motivate our named executive officers to achieve our annual financial and key operational objectives, which in turn contribute towards progressing our longer-term strategic goals. For FY 2026, our compensation committee set the terms and conditions of our Executive Non-Equity Incentive Plan and established the following target incentive amounts for our named executive officers, which as a percentage of base salary were unchanged from FY 2025 for all named executive officers:

  34. Non-Equity Incentive Plan Compensation

    | Executive | Non-Equity Incentive Compensation as Percentage of Base Salary | Target Non-Equity Incentive Compensation as Dollar Amount | | Sanjit Biswas | 100% | $50,000 | | Dominic Phillips | 100% | $520,000 | | John Bicket | 100% | $50,000 | | Adam Eltoukhy | 50% | $229,666 | | Lara Caimi | 100% | $600,000 |

  35. Non-Equity Incentive Plan Compensation

    In line with our compensation philosophy, in designing our Executive Non-Equity Incentive Plan for FY 2026, our compensation committee considered the competitiveness of our program. Our compensation committee designed our plan to pay out based on achievement against (i) net new annual recurring revenue targets (weighted at 75%), in line with the annual operating plan approved by our Board of Directors, and (ii) adjusted free cash flow targets (weighted at 25%), re-forecasted after each quarter. Our compensation committee chose these two performance measures because it believed they are indicators of both top line and bottom line financial performance and provide incentives that drive the efficient, long-term growth of the company. At the beginning of FY 2026, the compensation committee approved the net new annual recurring revenue performance target for each fiscal quarter of FY 2026. After considering re-forecasting by our CEO and CFO prior to the beginning of each fiscal quarter of FY 2026, the compensation committee approved the adjusted free cash flow performance target for each fiscal quarter. Achievement of at least 80% of the quarterly performance objective was required in order to be funded each quarter, with a maximum annual earning opportunity of a 150% payout if the overall annual performance objective was achieved at 110% or more. The quarterly payouts for the first, second and third quarters of FY 2026 were each capped at 100% of the target award, and the final year-end payout was calculated as the full-year achievement minus the sum of the payments for the prior three quarters. Payout for achievement ranging from 80% to 110% of the quarterly and annual performance objective was determined by a straight-line interpolation from 50% to 150%. Following the end of each quarter for FY 2026, our compensation committee reviewed our financial performance against the approved performance objectives under the Executive Non-Equity Incentive Plan and approved each quarter’s achievement and payout, with an annual total payout result of 127.9% of target. As a result, our named executive officers received the aggregate payouts listed in the table below with respect to fiscal year 2026.

  36. Non-Equity Incentive Plan Compensation

    | Executive | Executive Non-Equity Incentive Plan Compensation | | Sanjit Biswas | $63,945 | | Dominic Phillips | $665,029 | | John Bicket | $63,945 | | Adam Eltoukhy | $293,721 | | Lara Caimi (1) | $150,000 |

  37. Non-Equity Incentive Plan Compensation

    ________________________ (1)The payout provided to Ms. Caimi was prorated for the first two fiscal quarters of FY 2026 based on her employment with the company through September 5, 2025. Ms. Caimi was not entitled to a final year-end payout, as she was not employed by the company as of the payment date.

  38. Equity Compensation

    Equity Compensation Our equity award program serves as the primary vehicle for differentiating compensation and providing long-term incentives to our named executive officers. We believe that equity awards align the interests of our named executive officers with our stockholders, provide our named executive officers with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting features of our equity awards are designed to support management longevity by creating strong retentive hold. Generally, we grant annual equity awards that are competitive, transparent and aligned with the performance, contribution, and criticality of each named executive officer’s role in our company. For FY 2026, our compensation committee set the terms and conditions of our CEO and Executive Vice Presidents’ equity incentive compensation so that their total compensation was competitive with the total target compensation of our FY 2026 peer group, with certain adjustments made based on the market, executive performance and the current unvested equity holdings of each executive. On April 3, 2025, we granted RSUs to our named executive officers in accordance with our 2021 Equity Incentive Plan (the “2021 Plan”). The awards vest over a period of approximately four years in 16 quarterly installments, with the first quarterly vest event on June 10, 2025. We believe this straightforward approach to equity compensation closely aligns the interests of our executives and our stockholders and incentivizes executives to focus on long-term value creation. The number of shares of our Class A common stock covered by each RSU award granted to our named executive officers in FY 2026 as well as the grant-date fair values of those awards are as set forth in the chart below. To calculate the number of RSUs granted, the proposed grant value was divided by the 20-day trailing average closing stock price of Samsara shares as of April 3, 2025, which was $38.51. The column titled “Grant-Date Fair Value” represents the fair value of the grants calculated as of the grant date, April 3, 2025, in accordance with ASC Topic 718.

  39. Equity Compensation

    | Executive | Grant-Date Fair Value | Number of RSUs | | Sanjit Biswas | $18,069,159 | 529,732 | | Dominic Phillips | $9,034,579 | 264,866 | | John Bicket | $5,403,024 | 158,400 | | Adam Eltoukhy | $4,871,590 | 142,820 | | Lara Caimi (1) | — | — |

  40. Equity Compensation

    _________________________ (1)At the time of the RSU award grant for FY 2026, Ms. Caimi had ceased being an executive officer and had notified the company of her intended departure from the company. As such, Ms. Caimi did not receive an RSU award for FY 2026.

  41. Executive Employment Agreements

    Executive Employment Agreements We have entered into an employment letter setting forth the terms and conditions of employment for each of our named executive officers. None of the employment letters has a specific term and each provides that the applicable named executive officer is an at-will employee. Ms. Caimi’s employment letter expired with her departure from the company on September 5, 2025.

  42. Equity Award Grant Practices

    Equity Award Grant Practices We have implemented an equity award grant policy that provides that the terms of equity awards are determined by our Board, compensation committee, or, with respect to employees other than our executive officers and certain other employees and subject to certain specified limitations, our equity award grant committee, which consists of designated members of our management team. Grants of equity awards (other than our annual equity awards) are typically approved no later than the 22nd of a month and become effective on the same date as the equity award approval. Our annual equity awards granted under the equity award grant policy are typically approved no later than the 20th trading day following the trading day immediately after the day we have publicly announced our fourth quarter and fiscal year-end financial results. We do not time the grant of equity awards in relation to the release of material non-public information, and it is the intent of the equity award grant policy to specify the timing of effectiveness of equity awards in order to avoid such timing.

  43. Post-Employment Compensation

    Post-Employment Compensation We maintain an Executive Change in Control and Severance Plan, (the “Severance Plan”), pursuant to which our executive officers and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Severance Plan. This Severance Plan was developed with input from our compensation consultant regarding severance practices at comparable companies. It is designed to serve our retention objectives by providing protection to our executives and other key employees so that they can maintain their focus on maximizing stockholder value, including during potentially uncertain periods. We believe the benefits provided by the Severance Plan are consistent with the benefits offered by companies with whom we compete for talent, and accordingly allow us to attract and retain talented and experienced executive officers. The Severance Plan generally will be in lieu of any other severance payments and benefits to which such key employee was entitled prior to signing the participation agreement, except as specifically provided under that employee’s participation agreement under the Severance Plan. Our Board of Directors has designated each of our current named executive officers as a participant under our Severance Plan eligible for the rights to the applicable payments and benefits described in the section titled “Potential Payments Upon Termination or Change in Control.”

  44. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Deductibility of Executive Compensation. Generally, Section 162(m) of the Code limits the amount we may deduct from our federal income taxes for compensation paid to our chief executive officer and certain other current and former executive officers that are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, except to the extent provided in limited transition relief. In approving the amount and form of compensation for our named executive officers, we generally consider all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. We may, in our judgment, authorize compensation payments that will or may not be deductible when we believe that such payments are appropriate to attract, retain or motivate executive talent. Taxation of Parachute Payments and Deferred Compensation. We do not provide, and have no obligation to provide, any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer. Accounting for Stock-Based Compensation. We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our Board of Directors, including options to purchase our equity securities and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards. Hedging and Pledging Policies. We maintain an Insider Trading Policy, which, among other things, prohibits short sales, transactions in publicly-traded options (such as puts and calls), hedging transactions (such as prepaid variable forward contracts, equity swaps, collars, and exchange funds), pledging any of our securities as collateral for a loan without prior written approval from our Chief Administrative Officer, and holding any of our securities in a margin account. Risk Assessment. Our compensation committee reviews the company’s compensation plans, including incentive and equity plans, to identify potential material adverse risks to the company and to ensure our compensation practices do not encourage excessive or inappropriate risk-taking. In FY 2026, after reviewing our plans, the compensation committee found that none of these plans posed material adverse risks requiring disclosure.

  45. Summary Compensation Table for Fiscal Year 2026

    Summary Compensation Table for Fiscal Year 2026 The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal year 2026 and prior years where applicable, as determined under SEC rules.

  46. Summary Compensation Table for Fiscal Year 2026

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Sanjit Biswas (4) Chief Executive Officer | 2026 | 50,000 | — | 18,069,159 | — | 63,945 | 1,541 | 18,184,644 | | | 2025 | 49,621 | — | 19,733,695 | — | 44,050 | 1,536 | 19,828,903 | | | 2024 | 50,561 | — | 18,248,949 | — | 55,950 | 1,533 | 18,356,993 | | Dominic Phillips EVP, Chief Financial Officer | 2026 | 520,000 | — | 9,034,579 | — | 665,029 | 14,787 | 10,234,395 | | | 2025 | 496,203 | — | 19,733,695 | — | 440,502 | 14,527 | 20,684,928 | | | 2024 | 430,487 | — | 6,843,350 | — | 332,370 | 14,067 | 7,620,274 | | John Bicket (4) EVP, Chief Technology Officer | 2026 | 50,000 | — | 5,403,024 | — | 63,945 | 3,039 | 5,520,008 | | | 2025 | 49,621 | — | 5,426,745 | — | 44,050 | 3,025 | 5,523,442 | | | 2024 | 50,616 | — | 2,851,396 | — | 55,950 | 8,108 | 2,966,070 | | Adam Eltoukhy EVP, Chief Administrative Officer and Corporate Secretary | 2026 | 459,333 | — | 4,871,590 | — | 293,721 | 14,793 | 5,639,438 | | | 2025 | 434,010 | — | 5,426,745 | — | 192,646 | 20,781 | 6,074,183 | | | 2024 | 355,293 | — | 5,702,792 | — | 195,937 | 14,047 | 6,268,068 | | Lara Caimi (5) EVP, President of Worldwide Field Operations | 2026 | 361,364 | — | — | — | 150,000 | 3,845 | 515,208 | | | 2025 | 595,443 | — | 7,893,478 | — | 528,602 | 18,948 | 9,036,471 | | | 2024 | 340,967 | — | 22,751,787 | — | 377,022 | 3,176 | 23,472,951 |

  47. Summary Compensation Table for Fiscal Year 2026

    _________________________ (1)For stock awards granted during fiscal year 2026, fiscal year 2025, and fiscal year 2024 reflected in the table above, the dollar value of the RSU awards shown in the “Stock Awards” column represents the aggregate grant-date fair value calculated on the basis of the fair market value of the underlying shares of Class A common stock on the grant date in accordance with FASB ASC Topic 718. The stock awards granted during fiscal year 2026, fiscal year 2025, and fiscal year 2024 represent RSUs that are subject to a service condition. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant-date fair value of the RSUs reported in this column are set forth in our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended January 31, 2026. The actual value that the named executive officer will realize on each RSU will depend on the price per share of our shares of Class A common stock at the time shares underlying the RSUs are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers. (2)The amounts reported for fiscal year 2026, fiscal year 2025, and fiscal year 2024 in this column represent amounts earned under the individualized incentive plan in which the named executive officer participated, as described in the section titled “Non-Equity Incentive Plan Compensation.” (3)The amounts reported for fiscal year 2026, fiscal year 2025, and fiscal year 2024 represent 401(k) plan matching contributions, life insurance premiums, and parking expenses. The amounts reported also include de minimis travel-related benefits (for Mr. Biswas for fiscal year 2026 and for Mr. Eltoukhy and Ms. Caimi for fiscal year 2025), and guest travel expenses for certain company events (for Mr. Eltoukhy, Ms. Caimi for fiscal year 2025 and for Mr. Bicket for fiscal year 2024). (4)Mr. Biswas and Mr. Bicket serve on our Board of Directors but are not paid additional compensation for such service. (5)Ms. Caimi stepped down from her position as President of Worldwide Field Operations, effective March 3, 2025, at which time she also ceased being an executive officer. Ms. Caimi remained employed by the company in an advisory capacity through her departure on September 5, 2025. The salary and non-equity incentive plan compensation amounts presented for fiscal year 2026 are prorated based on the number of days during which she was employed by the company in fiscal year 2026. Ms. Caimi did not receive an RSU award for fiscal year 2026 since she had notified the company of her intended departure prior to the approval of the RSU awards. The salary and non-equity incentive plan compensation amounts presented for fiscal year 2024 are also prorated based on the beginning of her employment with the company, which commenced on May 30, 2023.

  48. Grants of Plan-Based Awards for Fiscal Year 2026

    Grants of Plan-Based Awards for Fiscal Year 2026 The following table sets forth information regarding the grants of plan-based awards made to our named executive officers for fiscal year 2026.

  49. Grants of Plan-Based Awards for Fiscal Year 2026

    | Name | Grant Date (1) | All Other Stock Awards: Number of shares of stock or units (#) | Closing Market Price on Grant Date ($) (2) | Grant-Date Fair Value of Stock Awards ($) (3) | | Sanjit Biswas | 4/3/2025 | 529,732 | 34.11 | 18,069,159 | | Dominic Phillips | 4/3/2025 | 264,866 | 34.11 | 9,034,579 | | John Bicket | 4/3/2025 | 158,400 | 34.11 | 5,403,024 | | Adam Eltoukhy | 4/3/2025 | 142,820 | 34.11 | 4,871,590 | | Lara Caimi (4) | — | — | — | — |

  50. Grants of Plan-Based Awards for Fiscal Year 2026

    _________________________ (1)Shares reported represent awards of RSUs granted under the 2021 Plan. Each award of RSUs is subject to the service-vesting condition described in the footnotes to the table below titled “Outstanding Equity Awards at Fiscal Year 2026 Year-End.” With the exception of the RSU award granted to Mr. Biswas, which was approved on March 5, 2025, the reported RSU awards were approved on March 4, 2025. (2)This column represents the closing price of our Class A common stock on the applicable date of grant. (3)The reported amounts reflect the aggregate grant-date fair value of RSUs awarded under the 2021 Plan to our named executive officers, calculated in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant-date fair value of the RSUs reported in this column are set forth in our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended January 31, 2026. The actual value that the named executive officer will realize on each RSU award will depend on the price per share of our shares of Class A common stock at the time shares underlying the RSUs are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers. (4)At the time of the RSU award grant for FY 2026, Ms. Caimi had ceased being an executive officer and had notified the company of her intended departure. As such, Ms. Caimi did not receive an RSU award for FY 2026.

  51. Outstanding Equity Awards at Fiscal Year 2026 Year-End

    Outstanding Equity Awards at Fiscal Year 2026 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of January 31, 2026.

  52. Outstanding Equity Awards at Fiscal Year 2026 Year-End

    | | | Option Awards | | | Stock Awards | | | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) (2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) (3) | | Sanjit Biswas | 5/9/2019 | 1,140,062(5) | 3.51 | 5/8/2029 | | | | | 10/15/2020 | 3,051,280(5) | 7.59 | 10/14/2030 | | | | | 3/15/2022 | | | | 45,720(6) | 1,282,446 | | | 3/1/2023 | | | | 93,245(7) | 2,615,522 | | | 3/6/2024 | | | | 332,840(8) | 9,336,162 | | | 4/3/2025 | | | | 430,408(9) | 12,072,944 | | Dominic Phillips | 3/15/2022 | | | | 21,810(6) | 611,771 | | | 3/1/2023 | | | | 34,967(7) | 980,824 | | | 3/6/2024 | | | | 295,858(10) | 8,298,817 | | | 4/3/2025 | | | | 215,204(9) | 6,036,472 | | John Bicket | 5/9/2019 | 570,031(5) | 3.51 | 5/8/2029 | | | | | 3/15/2022 | | | | 13,904(6) | 390,007 | | | 3/1/2023 | | | | 21,854(7) | 613,005 | | | 3/6/2024 | | | | 91,531(8) | 2,567,445 | | | 4/3/2025 | | | | 128,700(9) | 3,610,035 | | Adam Eltoukhy | 3/15/2022 | | | | 7,790(6) | 218,510 | | | 3/1/2023 | | | | 29,139(7) | 817,349 | | | 3/6/2024 | | | | 91,531(8) | 2,567,445 | | | 4/3/2025 | | | | 116,042(9) | 3,254,978 | | Lara Caimi (4) | — | | | | — | — |

  53. Outstanding Equity Awards at Fiscal Year 2026 Year-End

    _________________________ (1)Each of the outstanding equity awards listed in this table that was granted prior to our initial public offering, which occurred in December 2021 (“IPO”), was granted pursuant to our 2015 Equity Incentive Plan (the “2015 Plan”) and each of the outstanding equity awards listed in this table that was granted after our IPO was granted pursuant to our 2021 Equity Incentive Plan. (2)This column represents the fair value of a share of our Class B common stock on the grant date, as determined by our Board. (3)This column represents the fair market value of the shares of our Class A and Class B common stock underlying the RSUs as of January 31, 2026, based on the closing price of our Class A common stock of $28.05 per share on the last trading day before January 31, 2026. (4)In connection with Ms. Caimi’s departure from the company on September 5, 2025, all of her outstanding equity awards were terminated. (5)Amount reflects shares of our Class B common stock subject to a stock option granted pursuant to the terms and conditions of our 2015 Plan and a stock option agreement thereunder. The shares subject to the stock option are immediately exercisable and 100% vested. (6)Amount reflects shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2021 Plan and an RSU agreement thereunder. The RSUs vest in 16 equal quarterly installments beginning on June 15, 2022, subject to continued service with us through each such date. (7)Amount reflects shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2021 Plan and an RSU agreement thereunder. The RSUs vest in 12 quarterly installments beginning on June 15, 2023, subject to continued service with us through each such date. (8)Amount reflects shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2021 Plan and an RSU agreement thereunder. The RSUs vest in 16 quarterly installments beginning on June 10, 2024, subject to continued service with us through each such date. (9)Amount reflects shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2021 Plan and an RSU agreement thereunder. The RSUs vest in 16 equal quarterly installments beginning on June 10, 2025, subject to continued service with us through each such date. (10)Amount reflects shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2021 Plan and an RSU agreement thereunder. The RSUs vest in 16 quarterly installments beginning on March 15, 2024, subject to continued service with us through each such date.

  54. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  55. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Sanjit Biswas | — | — | 803,088 | 32,020,164 | | Dominic Phillips | — | — | 447,292 | 17,676,264 | | John Bicket | — | — | 204,666 | 8,188,375 | | Adam Eltoukhy | — | — | 227,251 | 9,040,869 | | Lara Caimi | — | — | 177,325 | 6,892,075 |

  56. Option Exercises and Stock Vested

    (1)The value realized on vesting is pre-tax and determined by multiplying (i) the number of shares of common stock acquired upon vesting of RSUs by (ii) the closing price of our Class A common stock on the last trading day prior to the RSU vesting date. It is our policy to release vested RSUs on the applicable quarterly vesting date of each year for the awards listed above (or, in the event the vest date occurs on a holiday or weekend, on the immediately following trading day).

  57. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  58. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO As disclosed in the Summary Compensation Table, the total compensation for our CEO for FY 2026 was $18,184,644. We estimate that the total compensation for the median of all employees, excluding our CEO, for FY 2026 was $172,042. The resulting ratio of our CEO’s total compensation to that of the median of all employees, excluding our CEO, for FY 2026 was 106 to 1.

  59. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers (“NEOs”) and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made during the fiscal year ended January 31, 2026 is described above in the Compensation Discussion and Analysis. The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and our other NEOs for each year from fiscal year 2022, fiscal year 2023, fiscal year 2024, fiscal year 2025, and fiscal year 2026, compared to our total shareholder return (“TSR”) from December 15, 2021 (the date our Class A common stock began trading on NYSE) through the end of each such fiscal year, as well as our net loss and our adjusted free cash flow for each such fiscal year. See Appendix A for a reconciliation of financial measures prepared in accordance with generally accepted accounting principles (“GAAP”) to non-GAAP measures and other information.

  60. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table Total for PEO (b) (1)(2) | Compensation Actually Paid to PEO (c) (1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) (4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (d) (5) | Total Shareholder Return (f) (6) | S&P 500 Information Technology Index Total Shareholder Return (g) (7) | Net Loss ($K) (h) (8) | Adjusted Free Cash Flow ($K) (i) (9) | | 2026 | $18,184,644 | ($3,316,826) | $5,477,262 | ($11,244,574) | $113.56 | $189.16 | ($9,117) | $208,661 | | 2025 | $19,828,903 | $51,975,801 | $10,329,756 | $23,939,892 | $208.50 | $150.57 | ($154,907) | $111,482 | | 2024 | $18,356,993 | $79,225,362 | $11,002,761 | $30,468,318 | $131.62 | $121.21 | ($286,726) | $27,053 | | 2023 | $10,115,546 | ($129,536) | $3,952,386 | ($244,003) | $55.71 | $79.03 | ($247,422) | ($110,034) | | 2022 | $1,060,021 | $30,638,749 | $5,008,951 | $12,428,718 | $67.45 | $90.82 | ($355,024) | ($179,738) |

  61. PAY VERSUS PERFORMANCE

    _________________________ (1)Our PEO was Sanjit Biswas for each of the fiscal years presented herein. (2)Represents the total compensation paid to our PEO in each listed fiscal year, as shown in our Summary Compensation Table. (3)Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below.

  62. PAY VERSUS PERFORMANCE

    | | Fiscal 2026** | | Summary Compensation Table Total* | $18,184,644 | | Subtract Grant-Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (18,069,159) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 12,072,944 | | Add Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (11,063,827) | | Add Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 4,162,007 | | Add Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (8,603,435) | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | | Compensation Actually Paid | ($3,316,826) |

  63. PAY VERSUS PERFORMANCE

    *The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. **Note that we have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to the calculation of compensation actually paid and no adjustments have been made. (4)This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed fiscal year, as shown in our Summary Compensation Table. The names of the non-PEO NEOs in each year are listed in the table below.

  64. PAY VERSUS PERFORMANCE

    | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | Fiscal 2026 | | Dominic Phillips | Dominic Phillips | Dominic Phillips | Dominic Phillips | Dominic Phillips | | Adam Eltoukhy | Andy McCall | Andy McCall | John Bicket | John Bicket | | | John Bicket | John Bicket | Adam Eltoukhy | Adam Eltoukhy | | | Adam Eltoukhy | Adam Eltoukhy | Lara Caimi | Lara Caimi | | | | Kiren Sekar | | | | | | Lara Caimi | | |

  65. PAY VERSUS PERFORMANCE

    (5)This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed fiscal year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed fiscal year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed fiscal year.

  66. PAY VERSUS PERFORMANCE

    | | Fiscal 2026** | | Summary Compensation Table Total* | $5,477,262 | | Subtract Grant-Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (4,827,298) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 3,225,371 | | Add Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (3,566,651) | | Add Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 1,111,905 | | Add Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (2,961,559) | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (9,703,604) | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | | Compensation Actually Paid | ($11,244,574) |

  67. PAY VERSUS PERFORMANCE

    _________________________ *Note that the fair value assumptions shown with respect to footnote 3 above apply to the figures in this table as well. **Note that we have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to the calculation of compensation actually paid and no adjustments have been made. (6)Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on December 15, 2021, the date our Class A common stock began trading on NYSE. (7)The peer group used is the S&P 500 Information Technology Index, as used in the company’s performance graph in our Annual Report on Form 10-K for our fiscal year ended January 31, 2026. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. (8)The dollar amounts reported are the company’s net loss reflected in the company’s audited consolidated financial statements. (9)In the company’s assessment, adjusted free cash flow is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net loss) used by the company in fiscal year 2026 to link compensation actually paid to company performance. We define adjusted free cash flow as net cash provided by (used in) operating activities reduced by cash used for purchases of property and equipment, and excluding the cash impact of non-recurring capital expenditures associated with the build-out of our corporate office facilities in San Francisco, California, net of tenant allowances, and legal settlements. We believe that adjusted free cash flow, even if negative, is useful in evaluating liquidity and provides information to management and investors about our ability to fund future operating needs and strategic initiatives.

  68. Description of Relationships Between Compensation Actually Paid and Performance

    Description of Relationships Between Compensation Actually Paid and Performance The graphs below describe the relationship between compensation actually paid and the individual performance measures shown.

  69. Compensation Actually Paid Versus TSR

    Compensation Actually Paid Versus TSR * The TSR metric for IOT stock begins with the closing price on December 15, 2021, the date our Class A common stock began trading on NYSE.

  70. Compensation Actually Paid Versus Net Loss

    Compensation Actually Paid Versus Net Loss

  71. Compensation Actually Paid Versus Adjusted Free Cash Flow

    Compensation Actually Paid Versus Adjusted Free Cash Flow All information provided above under the “Pay versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.