Samsara Inc. (IOT) — Reincorporation detail

Announcement

2026-05-01

First SEC disclosure

Meeting / Vote

2026-04-29

APPROVED_BY_WRITTEN_CONSENT

Effective

—

Legal effective date

Market Cap

$19.6B

At announcement

Why this firm matters

Mid-to-large-cap firm ($19.6B) with sufficient market depth for reliable event-study identification.

Controller & ownership

CONTROLLED COMPANY

Sanjit Biswas + John Bicket (co-founders, via family trusts) holds approximately 76.7% of voting power. This firm meets the strict listing-rule controlled-company threshold (controller holds >50% of voting power per NYSE Rule 303A.00 / Nasdaq Rule 5615(c)).

Source: PRE 14C 2026-05-01, Schedule 14C information statement, 'Consenting Stockholders' disclosure: 1,890,352 Class A + 190,739,972 Class B = ~76.7% of combined voting power

Vote outcome — reincorporation proposal

Approval standard: majority of the voting power of the outstanding stock entitled to vote (DGCL §266 conversion via written consent under DGCL §228). Meeting type: annual.

Vote totals not yet pulled. Awaiting EDGAR Item 5.07.

Event-study abnormal returns — announcement window

Returns around the announcement date.

No announcement-window CARs available for this firm yet.

Event-study abnormal returns — vote window

Returns around the shareholder-vote (or written-consent) date.

No vote-window CARs available for this firm yet.

Long-run abnormal returns & pooled estimates

Buy-and-hold abnormal returns (1 / 3 / 6 / 12 months) and calendar-time portfolio alpha (CTE) post-effective.

No long-run / pooled estimates available for this firm yet — run phase5z_compute_longrun.py on Windows to populate (requires effective date ≥ 3 months ago).

Cohort-level robustness battery

Heckman selection-corrected ATE · Romano-Wolf step-down + BH FDR · pooled BHAR. This firm's reading is shown in context of the full cohort.

Heckman two-step selection correction (controlled-vs-widely-held)

Cohort ATE = +0.94% (SE = 7.06%, n = 2395) after correcting for controller-status selection (inverse Mills ratio = -0.062).

Romano-Wolf step-down + Benjamini-Hochberg FDR (n = 47)

This firm: per-firm adjusted p-values pending. Multiple-hypothesis correction is computed across the full cohort to control family-wise error rate at alpha = 0.05.

Pooled cohort BHAR (mover firms only)

BHAR_63d: mean = -5.60% (SE = 22.11%, n = 3, p = 0.499) · BHAR_126d: mean = +17.33% (SE = 41.17%, n = 3, p = 0.774)

See Cohort event study → for the full battery and forest plots.

Nevada Statutory Disclosures

Nevada Revised Statutes (NRS) governance provisions relevant to Delaware→Nevada redomestications. Five sections summarized; each links to the Nevada Legislature’s authoritative NRS text. Counterpart to the Texas § 21.552 / § 21.373 panel for TX-destination firms.

NRS § 78.138 — Director / officer fiduciary duty

Codifies the business-judgment rule and limits monetary liability of directors and officers absent breach of loyalty, intentional misconduct, fraud, or knowing violation of law. Stronger statutory shield than DGCL § 102(b)(7) on its face; charter opt-out / carve-out is firm-specific.

PENDING VERIFICATION

Adoption with carve-out by Samsara Inc.: primary-source verification pending; canonical record not yet populated.

NRS § 78.7502 — Indemnification of directors / officers

Broad permissive indemnification statute; covers expenses, judgments, fines, and amounts paid in settlement for any action by reason of service as director or officer, subject to good-faith standard. Charter / bylaw uptake is firm-specific.

PENDING VERIFICATION

Samsara Inc. indemnification provisions pending charter / bylaw extraction.

NRS §§ 78.378–3793 — Acquisition of controlling interest

Nevada's control-share acquisition statute (anti-takeover): voting rights of shares acquired in a “control-share acquisition” are extinguished absent disinterested-shareholder approval. Opt-out is by charter or bylaw amendment; default is opt-in for Nevada corporations meeting the statute's coverage thresholds.

PENDING VERIFICATION

Samsara Inc. opt-in / opt-out status pending charter or bylaw verification.

NRS §§ 78.411–444 — Combinations with interested stockholders

Nevada's business-combination statute (anti-takeover): for two years post-acquisition, a Nevada corporation may not engage in a “combination” with a 10%+ interested stockholder unless the board pre-approved the transaction. Charter opt-out available.

PENDING VERIFICATION

Samsara Inc. opt-in / opt-out status pending charter verification.

NRS § 92A.135 — Conversion mechanism (DGCL § 266 analog)

Authorizes conversion of a foreign business entity into a Nevada domestic entity by filing articles of conversion. The Nevada analog to DGCL § 266 (Delaware) and TBOC §§ 10.101–108 (Texas). Where used, the firm's redomestication is a true legal-entity conversion rather than a reverse-triangular merger.

PENDING VERIFICATION

Mechanism (§ 92A.135 conversion vs. merger-with-NV-sub) pending primary-source verification.

Primary-source pending. Where badges read “PENDING VERIFICATION,” the firm-specific adoption posture (e.g., charter carve-outs to NRS § 78.138, opt-outs from NRS §§ 78.378–3793 or 78.411–444) has not yet been extracted from the firm’s amended-and-restated articles or proxy materials. The presence of a Nevada incorporation alone does not establish adoption of every provision; opt-outs are charter-level facts.

Source filings

Primary-source documents on SEC EDGAR plus IR / search links.

IR — https://investors.samsara.com/
EDGAR — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001642896&type=&dateb=&owner=include&count=40
Proxy — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001642896&type=DEF+14&dateb=&owner=include&count=40
8-K Item 5.07 (vote) · 0001193125-26-201445 — filing →
Note. PRE 14C (preliminary information statement); not a proxy solicitation. DEF 14C and effective-date 8-K to follow.

Classification & audit trail

Bucket

Panel eligibility

PENDING_EFFECTIVE_TIME

Audit status

PATCHED_v6-rev69_2026-05-22_promoted_SCHEDULED_to_APPROVED_PENDING_EFFECTIVE | PATCHED_v6-rev77_2026-05-24_wave1b_audit_fixes: per firm_roster_audit_2026-05-24.md + batch summaries

Source confidence

VERIFIED_PRE_14C

Transaction status

APPROVED_PENDING_EFFECTIVE

Audit notes

[2026-05-01] Initial entry: Samsara Inc. (NYSE: IOT) PRE 14C filed 2026-05-01, accession 0001193125-26-201445. DE→NV conversion under DGCL §266 / NRS §92A.195. Board approved 2026-04-28; written consent executed 2026-04-29 by Consenting Stockholders (Biswas + Bicket family trusts) holding 1,890,352 Class A + 190,739,972 Class B = ~76.7% of combined voting power. Mailing date `[●]` in PRE; effective time per Rule 14c-2 = no earlier than 20 calendar days after commencement of mailing. proposed_effective_date_iso=2026-05-21 set as conservative early estimate (PRE filed 2026-05-01 + ~5 day SEC review + 20-day Rule 14c-2 window). Outside counsel: Wilson Sonsini Goodrich & Rosati. TX considered and explicitly rejected by nominating/governance committee in favor of NV's statute-based predictability and codified BJR. Board explicitly addressed the March 25, 2025 DGCL Amendments and rejected them as insufficient: 'recent, have not been tested through judicial interpretation, and do not fully address the broader advantages of Nevada's statute-based approach.' Anti-takeover: Nevada Charter opts out of NRS 78.411-.444 (interested-stockholder business combinations) AND NRS 78.378-.3793 (control-share). Multi-class capital preserved (Class B 10:1). market_cap_usdmm=null pending verification (IOT trading ~$35-40 × ~582.7M shares outstanding ≈ $20-23B; verify via finance pull before next deploy). Event-study data not yet computed; await ~T+21 days post 2026-05-01 announcement before running phase4v cohort runner.