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Samsara (IOT) Risk Analysis
Risk Overview Q2, 2026
Source: the company's latest filing for the period ended May 02, 2026, filed Jun 09, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1Provisions in our articles of incorporation and bylaws and under Nevada law may prevent or frustrate attempts by our stockholders to change our management or hinder efforts to acquire a controlling interest in us, and the market price of our Class A common stock may be lower as a result.
There are provisions in our articles of incorporation and bylaws, and provisions of Nevada law, that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control was considered favorable by certain of our stockholders. Such provisions include: - our articles of incorporation provide for a multi-class common stock structure, which provides our pre-IPO stockholders, including certain of our executive officers, employees, directors, and their affiliates, with significant influence over matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;- our articles of incorporation require approval of the holders of at least two-thirds of the outstanding shares of our Class B common stock voting as a separate class for certain corporate actions including (i) any direct or indirect amendment to the articles of incorporation that is inconsistent with or alters the voting, conversion or other rights, powers, preferences, privileges, or restrictions of the Class B common stock, (ii) reclassification of Class A common stock or Class C common stock into shares having rights as to dividends or liquidation that are senior to that of the Class B common stock, (iii) an increase to the voting power of the Class A common stock or Class C common stock, (iv) authorization or issuance of shares of any class or series of capital stock (other than Class B common stock) having more than one vote per share, and (v) issuance of additional shares of Class B common stock, with certain exceptions;- Nevada law provides that any director or the entire Board of Directors may be removed by the affirmative vote of the holders of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote, and our articles of incorporation tie the removal threshold to the minimum percentage permitted by Nevada law from time to time (but in no event less than a simple majority of the voting power), which may deter or delay attempts by stockholders to replace our Board of Directors;- our articles of incorporation and bylaws authorize only our Board of Directors to fill vacant directorships, including newly created seats, and the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by a majority vote of our entire Board of Directors;- until the first date on which the outstanding shares of our Class B common stock represent less than a majority of the total voting power of the then outstanding shares entitled to vote generally in the election of directors, our stockholders will be able to take action without a meeting only if such action is first recommended or approved by our Board of Directors;- a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, or a majority of our entire Board of Directors;- our articles of incorporation do not provide for cumulative voting;- unless we consent in writing to the selection of an alternative forum, certain litigation against us or our directors, stockholders, officers or other employees can only be brought in the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada;- our articles of incorporation authorize undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and - advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. Although we have opted out of Nevada's business-combination and control-share acquisition statutes, other provisions of Nevada law and our articles of incorporation and bylaws may still have anti-takeover effects, including provisions permitting directors and officers to consider constituencies other than stockholders in evaluating corporate actions, including potential change-in-control transactions. Any provision in our articles of incorporation or our bylaws or Nevada law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock.
- Share Price & Shareholder Rights - Risk 2Our bylaws designate courts located within the State of Nevada as the exclusive forum for substantially all internal corporate disputes between us and our stockholders, and federal district courts as the exclusive forum for federal securities law claims, which could limit our stockholders' ability to choose the judicial forum for disputes with us or our directors, officers, controlling stockholders, or employees.
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for any action, suit or proceeding, whether civil, administrative or investigative (i) brought derivatively or on our behalf, (ii) asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, or controlling stockholders, (iii) that constitutes an internal action (as defined in Nevada Revised Statutes ("NRS") 78.046) including any action arising pursuant to any provision of Title 7 of the NRS, our articles of incorporation, or our bylaws, any agreement entered into pursuant to NRS 78.365 or as to which the NRS confers jurisdiction on the district court of the State of Nevada, (iv) to interpret, apply, enforce or determine the validity of our articles of incorporation or our bylaws, or (v) asserting a claim that is governed by the internal affairs doctrine shall be the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada (or, if that court does not have jurisdiction, another state district court in Nevada or, if no state district court of the State of Nevada has jurisdiction, a federal district court located within the State of Nevada), in all cases, subject to the court having jurisdiction over the claims at issue and the indispensable parties. Our bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the federal securities laws of the United States, including the applicable rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest (of any nature whatsoever) in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Nevada law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder's ability to bring a claim in a judicial forum of its choosing for disputes with us or any of our directors, officers, stockholders, or other employees, which may discourage lawsuits with respect to such claims against us and our current and former directors, officers, stockholders, or other employees. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. Further, in the event a court finds either exclusive forum provision contained in our bylaws to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations.
- Accounting & Financial Operations - Risk 3We do not intend to pay dividends for the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Moreover, any debt we may incur in the future may restrict our ability to pay dividends. In addition, while we have limited the scope of applicability of such requirements under our articles of incorporation, certain other provisions of Nevada law may impose requirements that may restrict our ability to pay dividends or other distributions to holders of our common stock. As a result, stockholders must rely on sales of their Class A common stock after price appreciation as the only way to realize any future gains on their investment.
Risk Highlights Q2, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 84
- Share Price & Shareholder Rights - Risk 1ChangedProvisions in our articles of incorporation and bylaws and under Nevada law may prevent or frustrate attempts by our stockholders to change our management or hinder efforts to acquire a controlling interest in us, and the market price of our Class A common stock may be lower as a result.
There are provisions in our articles of incorporation and bylaws, and provisions of Nevada law, that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control was considered favorable by certain of our stockholders. Such provisions include: - our articles of incorporation provide for a multi-class common stock structure, which provides our pre-IPO stockholders, including certain of our executive officers, employees, directors, and their affiliates, with significant influence over matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;- our articles of incorporation require approval of the holders of at least two-thirds of the outstanding shares of our Class B common stock voting as a separate class for certain corporate actions including (i) any direct or indirect amendment to the articles of incorporation that is inconsistent with or alters the voting, conversion or other rights, powers, preferences, privileges, or restrictions of the Class B common stock, (ii) reclassification of Class A common stock or Class C common stock into shares having rights as to dividends or liquidation that are senior to that of the Class B common stock, (iii) an increase to the voting power of the Class A common stock or Class C common stock, (iv) authorization or issuance of shares of any class or series of capital stock (other than Class B common stock) having more than one vote per share, and (v) issuance of additional shares of Class B common stock, with certain exceptions;- Nevada law provides that any director or the entire Board of Directors may be removed by the affirmative vote of the holders of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote, and our articles of incorporation tie the removal threshold to the minimum percentage permitted by Nevada law from time to time (but in no event less than a simple majority of the voting power), which may deter or delay attempts by stockholders to replace our Board of Directors;- our articles of incorporation and bylaws authorize only our Board of Directors to fill vacant directorships, including newly created seats, and the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by a majority vote of our entire Board of Directors;- until the first date on which the outstanding shares of our Class B common stock represent less than a majority of the total voting power of the then outstanding shares entitled to vote generally in the election of directors, our stockholders will be able to take action without a meeting only if such action is first recommended or approved by our Board of Directors;- a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, or a majority of our entire Board of Directors;- our articles of incorporation do not provide for cumulative voting;- unless we consent in writing to the selection of an alternative forum, certain litigation against us or our directors, stockholders, officers or other employees can only be brought in the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada;- our articles of incorporation authorize undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and - advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. Although we have opted out of Nevada's business-combination and control-share acquisition statutes, other provisions of Nevada law and our articles of incorporation and bylaws may still have anti-takeover effects, including provisions permitting directors and officers to consider constituencies other than stockholders in evaluating corporate actions, including potential change-in-control transactions. Any provision in our articles of incorporation or our bylaws or Nevada law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock.
- Share Price & Shareholder Rights - Risk 2ChangedOur bylaws designate courts located within the State of Nevada as the exclusive forum for substantially all internal corporate disputes between us and our stockholders, and federal district courts as the exclusive forum for federal securities law claims, which could limit our stockholders' ability to choose the judicial forum for disputes with us or our directors, officers, controlling stockholders, or employees.
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for any action, suit or proceeding, whether civil, administrative or investigative (i) brought derivatively or on our behalf, (ii) asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, or controlling stockholders, (iii) that constitutes an internal action (as defined in Nevada Revised Statutes ("NRS") 78.046) including any action arising pursuant to any provision of Title 7 of the NRS, our articles of incorporation, or our bylaws, any agreement entered into pursuant to NRS 78.365 or as to which the NRS confers jurisdiction on the district court of the State of Nevada, (iv) to interpret, apply, enforce or determine the validity of our articles of incorporation or our bylaws, or (v) asserting a claim that is governed by the internal affairs doctrine shall be the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada (or, if that court does not have jurisdiction, another state district court in Nevada or, if no state district court of the State of Nevada has jurisdiction, a federal district court located within the State of Nevada), in all cases, subject to the court having jurisdiction over the claims at issue and the indispensable parties. Our bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the federal securities laws of the United States, including the applicable rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest (of any nature whatsoever) in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Nevada law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder's ability to bring a claim in a judicial forum of its choosing for disputes with us or any of our directors, officers, stockholders, or other employees, which may discourage lawsuits with respect to such claims against us and our current and former directors, officers, stockholders, or other employees. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. Further, in the event a court finds either exclusive forum provision contained in our bylaws to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations.
- Share Price & Shareholder Rights - Risk 3If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.
The trading market for our Class A common stock depends, to some extent, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly or accurately publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
- Share Price & Shareholder Rights - Risk 4Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders.
We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors, and consultants under our equity incentive plans and issue shares of our Class A common stock under our employee stock purchase plan. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.
- Share Price & Shareholder Rights - Risk 5An active and liquid market for our Class A common stock may not be sustained, which may make it difficult for investors to sell the Class A common stock they purchase.
We cannot predict if an active and liquid trading market for our Class A common stock will be sustained. If an active and liquid trading market for our Class A common stock is not sustained, you may have difficulty selling any of our Class A common stock at a price at or above the price at which you purchased your stock, or at all. If an active and liquid trading market for our Class A common stock is not sustained, our ability to raise capital to fund our operations by selling shares and our ability to acquire other companies or technologies by using our common stock as consideration may suffer.
- Share Price & Shareholder Rights - Risk 6Our multi-class structure may negatively affect the decision by certain institutional investors to purchase or hold shares of our Class A common stock.
The holding of low-voting stock, such as our Class A common stock, may not be permitted by the investment policies of certain institutional investors or may be less attractive to the portfolio managers of certain institutional investors. For example, certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indices. Under those policies, our multi-class capital structure likely makes us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track such indices may not invest in our stock. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.
- Share Price & Shareholder Rights - Risk 7The multi-class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of our initial public offering.
Our Class B common stock has 10 votes per share, our Class A common stock, which is the stock we have listed on the New York Stock Exchange, has one vote per share, and our Class C common stock has no voting rights, except as otherwise required by law. Because of the ten-to-one voting ratio between our Class B and Class A common stock, holders of our Class B common stock collectively control a majority of the combined voting power of our common stock and therefore are able to control all matters submitted to our stockholders for approval. This concentrated control will limit or preclude the ability of holders of Class A common stock to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other corporate transactions requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that Class A common stockholders may feel are in their best interest as one group of our stockholders. Future transfers by holders of shares of Class B common stock will generally result in those shares converting to Class A common stock, except for certain transfers permitted by our amended and restated certificate of incorporation, including (i) estate planning or other transfers among our co-founders and their family members, (ii) transfers to a bona fide trust primarily for the benefit of the transferor, such transferor's family members, or a charitable organization, (iii) transfers to an investment retirement account, pension, profit sharing, stock bonus, or other type of plan where dispositive power and voting control with respect to the transferred shares of Class B common stock are retained by or granted solely to the transferor and/or permitted transferees, (iv) transfers to a corporation, partnership, or limited liability company in which the transferor and/or permitted transferees hold dispositive power and voting control, or (v) transfers to charitable organizations, foundations, or similar entities established, directly or indirectly, by a transferor in which the transferor and/or permitted transferees hold dispositive power and voting control. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those individual holders of Class B common stock who retain their shares in the long term. Further, all shares of Class B common stock will be converted into shares of Class A common stock following the earliest to occur of (i) the date specified by the affirmative vote or consent of (a) the holders of a majority of the outstanding Class B common stock and (b) each of Mr. Biswas and Mr. Bicket to the extent he (together with his permitted assigns) then holds at least 25% of the Class B common stock held by him and his permitted assigns immediately prior to the completion of our initial public offering ("IPO") and is not then deceased or disabled, (ii) nine months following the death or disability of the later to die or become disabled of Messrs. Biswas and Bicket, which period may be extended to 18 months upon the consent of a majority of the independent directors then in office, and (iii) such date fixed by our Board of Directors following the date that the total number of shares of Class B common stock held by Messrs. Biswas and Bicket (together with their permitted assigns) equals less than 25% of the Class B common stock held by them immediately prior to the completion of our IPO. In addition, because our Class C common stock carries no voting rights (except as otherwise required by law), if we issue Class C common stock in the future, the holders of Class B common stock may be able to elect all of our directors and to determine the outcome of most matters submitted to a vote of our stockholders for a longer period of time than would be the case if we had issued Class A common stock rather than Class C common stock in such future transactions.
- Share Price & Shareholder Rights - Risk 8Our stock price may be volatile and may decline significantly and rapidly regardless of our operating performance, resulting in substantial losses for investors.
The market price of our Class A common stock may fluctuate significantly in response to numerous factors in addition to the ones described elsewhere in this "Risk Factors" section, many of which are beyond our control, including: - actual or anticipated fluctuations in our financial condition, results of operations, or key business metrics and non-GAAP financial measures;- the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;- failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;- announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations, or capital commitments;- changes in stock market valuations and operating performance of other technology companies generally, or those in our industry in particular;- price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;- changes in our Board of Directors, management, or personnel;- sales or distributions of large blocks of our Class A common stock, including sales by our executive officers and directors or distributions by our early investors, as well as any sales in connection with our RSU settlements to cover tax withholding and remittance obligations;- actual or perceived privacy or security incidents affecting our solution or otherwise affecting us;- lawsuits threatened or filed against us;- anticipated or actual changes in laws, regulations, or government policies applicable to our business or our customers' businesses, including tariff policies;- changes in the anticipated future size or growth rate of our addressable markets;- changes in our capital structure, such as future issuances of debt or equity securities;- short sales, hedging, and other derivative transactions involving our capital stock, and the publication of short seller and similar reports;- general economic conditions, including economic slowdowns, the occurrence or expectation of recessions, financial distress caused by volatility in the global banking sector, elevated inflation and interest rates, and tightening of credit markets;- other events or factors, including those resulting from geopolitical disputes (including but not limited to the ongoing conflict between Russia and Ukraine, the conflicts in the Middle East, and geopolitical tensions involving China), public health crises, incidents of terrorism, or responses to any of these events; and - the other factors described in this "Risk Factors" section and the section titled "Special Note Regarding Forward-Looking Statements" of this Annual Report on Form 10-K. The stock market experiences extreme price and volume fluctuations from time to time. The market prices of securities of companies, particularly technology companies, have experienced fluctuations that have often been unrelated or disproportionate to their results of operations. Market fluctuations could result in extreme volatility in the price of shares of our Class A common stock, which could cause a decline in the value of our common stock. Price volatility may be greater if the public float and trading volume of shares of our Class A common stock remain low, including as a result of the concentration of ownership of our outstanding common stock among our existing executive officers, directors, and principal stockholders. Furthermore, in the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management's attention and resources, and harm our business, financial condition, and results of operations. In addition, because we award RSUs to our employees as part of their total compensation package, and the value of those RSUs depends directly on our stock price, a sharp or prolonged decline in our stock price may make it more difficult for us to hire and retain our employees or may result in us granting more awards in the aggregate to hire and retain our employees.
- Share Price & Shareholder Rights - Risk 9Sales or distributions of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.
The market price of our Class A common stock could decline as a result of sales or distributions of a large number of shares of our Class A common stock in the market or the perception that these sales or distributions could occur, including following sales by our founders or distributions-in-kind by our early investors. Certain of our employees, executive officers, and directors have entered or may enter into Rule 10b5-1 trading plans providing for sales of shares of our Class A common stock from time to time. Such sales of shares into the market could cause the market price of our Class A common stock to decline. Certain holders of our common stock also have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. Further, we have filed and expect to file in the future registration statements to register shares reserved for future issuance under our equity compensation plans. Subject to the satisfaction of applicable exercise or vesting periods, the shares issued upon exercise of outstanding stock options or upon settlement of outstanding RSU awards will be available for immediate resale in the United States in the open market as a result of being issued under such registration statement or pursuant to other securities law exemptions. Additionally, to fund the tax withholding and remittance obligations arising in connection with the vesting or settlement of RSUs, we have primarily used and may in the future use a "sell-to-cover" option for our equity award holders, in which the holders of such RSUs may use a broker to sell a portion of such shares into the market on the applicable settlement date, with the proceeds of such sales to be delivered to us for remittance to the relevant taxing authorities. To the extent we use a sell-to-cover method (as opposed to a net share settlement), the occurrence of these transactions could cause the market price of our Class A common stock to decline on our RSU settlement dates. Sales of our shares as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate. Sales or distributions of substantial amounts of our Class A common stock in the public markets, or the perception that sales or distributions might occur, also could cause the trading price of our Class A common stock to decline and make it more difficult for investors to sell shares of our Class A common stock.
- Share Price & Shareholder Rights - Risk 10Our business could be impacted as a result of actions by activist shareholders or others.
We may be subject, from time to time, to legal and business challenges in the operation of our company due to actions instituted by activist shareholders or others. Responding to such actions could be costly and time-consuming, may not align with our business strategies, and could divert the attention of our Board of Directors and senior management from the pursuit of our business strategies. Perceived uncertainties as to our future direction as a result of shareholder activism may lead to the perception of a change in the direction of the business or other instability and may affect our relationships with our end-customers, prospective and current employees, and others.
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