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Get filing alertsSamsara to reincorporate from Delaware to Nevada after founder-led approval
Filed May 1, 2026 · Period ending April 29, 2026 · ~1 min read
Key Changes
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Controlling stockholders holding 76.7% voting power approved reincorporation from Delaware to Nevada by written consent on April 29, 2026, bypassing a full stockholder vote.
Item 5.03 view on EDGAR → -
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Co-founder trusts associated with Sanjit Biswas and John C. Bicket control the supermajority voting power through Class B shares, enabling unilateral approval of major corporate changes.
8-K: Voting Control view on EDGAR → -
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Company will mail information statement on Schedule 14C to all stockholders; reincorporation cannot occur until at least 20 days after mailing begins, expected in coming weeks.
Item 5.03 view on EDGAR →
Summary
Samsara announced it will reincorporate from Delaware to Nevada after receiving approval from controlling stockholders representing 76.7% of voting power. The decision was made by written consent rather than a stockholder meeting, highlighting the concentrated control held by co-founder trusts.
Nevada incorporation typically offers companies more management-friendly corporate governance rules and different liability protections compared to Delaware. Retail investors should understand they had no vote in this decision due to the dual-class share structure that gives insiders overwhelming control.
While reincorporation itself is often procedural, Nevada's corporate laws can differ significantly from Delaware's in areas like director liability, takeover defenses, and stockholder rights. The company will provide details in the forthcoming Schedule 14C filing. Watch for the Schedule 14C information statement in the coming weeks, which will detail specific changes to corporate governance, stockholder rights, and any modifications to the company's charter or bylaws. Pay particular attention to any changes in director liability protections or stockholder lawsuit provisions.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 29, 2026, certain stockholders (the “Consenting Stockholders,” as defined below) of Samsara Inc. (the “Company”) holding at least a majority of the voting power of the Company’s outstanding shares of capital stock entitled to vote adopted resolutions by written consent in lieu of a meeting of stockholders to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation”).
Samsara's controlling stockholders approved a plan to reincorporate the company from Delaware to Nevada through a conversion process. This was done by written consent rather than a stockholder meeting. The company will file an information statement on Schedule 14C and mail it to all stockholders, with the reincorporation to occur no earlier than 20 days after mailing begins.
Added in current filing · verify on EDGAR →
As of the close of business on April 28, 2026, the Consenting Stockholders together held 1,890,352 shares of Class A common stock and 190,739,972 shares of Class B common stock, representing approximately 76.7% of the voting power of our outstanding shares of capital stock of the Company entitled to vote.
The consenting stockholders, primarily trusts associated with co-founders Sanjit Biswas and John C. Bicket, control 76.7% of Samsara's voting power through their holdings of Class A and Class B common stock. This concentration of voting control enabled them to approve the reincorporation without a full stockholder vote.
Added in current filing · verify on EDGAR →
In accordance with Rule 14c-2 under the Securities Exchange Act of 1934, the Company plans to effectuate the Nevada Reincorporation no earlier than twenty (20) calendar days after the commencement of mailing of the Schedule 14C to all holders of record of the Company’s voting capital stock as of the close of business on April 28, 2026.
Samsara will file an information statement on Schedule 14C and mail it to all stockholders of record as of April 28, 2026. The reincorporation cannot be completed until at least 20 days after the mailing begins, giving stockholders time to review the proposed changes to the company's state of incorporation and governing documents.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify