Sonoma Pharmaceuticals COO Receives 13.5K RSUs in Form 4 Filing

Rhea-AI Filing Summary

Form 4 overview: Sonoma Pharmaceuticals, Inc. (Ticker: SNOA) reported an insider equity transaction by Executive VP & COO Bruce Thornton on 06/19/2025. The filing discloses a grant of 13,500 Restricted Stock Units (RSUs), each representing the contingent right to receive one share of common stock at no cost to the executive.

Key terms of the award:

• Transaction code: “A” (acquisition) – the shares were granted, not purchased on the open market.
• Exercise/Conversion price: $0.00, indicating a purely compensatory award.
• Vesting schedule: The RSUs vest in full on the third anniversary of the 06/19/2025 grant date or sooner upon a change-of-control event, as noted in the explanatory footnotes.

Following the grant, Mr. Thornton’s total derivative holdings increased to 32,191 RSUs. No non-derivative common shares were reported in Table I, and no sales or dispositions occurred. The filing was signed on 06/20/2025 by an attorney-in-fact and reflects routine executive compensation rather than a market transaction.

Investor takeaway: The insider’s equity exposure has risen through a standard RSU award, signalling continued alignment of management incentives with shareholder value but does not, by itself, provide insight into the company’s near-term financial performance.

Insights

Financial Analyst

TL;DR: Routine RSU grant; insider ownership up but no cash purchase—neutral market impact.

The 13,500-unit RSU grant to EVP/COO Bruce Thornton increases his derivative stake to 32,191 units. Because the award is priced at $0 and vests over three years, it represents standard long-term incentive compensation rather than an opportunistic buy signal. There is no sale, dilution, or immediate cost to Sonoma Pharmaceuticals. The transaction modestly deepens management’s equity alignment but is unlikely to affect near-term valuation or liquidity.

Corporate Governance Specialist

TL;DR: Governance-aligned equity incentive; typical for executive retention—impact limited.

The filing confirms that Thornton, a Section 16 officer, received RSUs subject to three-year vesting or change-of-control acceleration—standard practice to retain talent and align interests. With no cash outlay or market purchase, the disclosure does not signal insider sentiment regarding current share price. From a governance perspective, the award size appears reasonable and maintains compliance with disclosure obligations, but it does not materially change control dynamics.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thornton Bruce

(Last) (First) (Middle)

C/O SONOMA PHARMACEUTICALS, INC.

5445 CONESTOGA COURT, SUITE 150

(Street)

BOULDER CO 80301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sonoma Pharmaceuticals, Inc. [ SNOA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP and COO

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00(1)	06/19/2025		A		13,500		(2)	(2)	Common Stock	13,500	$0.00(1)(3)	32,191	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock.

2. The RSUs vest on the third anniversary of the grant date, or upon change of control.

3. The RSUs were awarded and granted to Mr. Thornton for services performed.

	/s/ Amy Trombly as attorney-in-fact	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

How many Sonoma Pharmaceuticals (SNOA) RSUs did EVP Bruce Thornton receive?

He received 13,500 Restricted Stock Units on 06/19/2025.

What is the vesting schedule for the 13,500 RSUs granted to Bruce Thornton?

The RSUs vest in full three years after the grant date or earlier upon a change of control.

What is Bruce Thornton’s total RSU holding after the transaction?

Following the grant, he beneficially owns 32,191 RSUs.

Did the filing report any sale of Sonoma Pharmaceuticals shares?

No. The Form 4 only discloses an acquisition of RSUs; there were no dispositions.

Was cash paid for the RSUs granted to the executive?

No. The conversion price is $0.00, indicating a compensatory award with no cash consideration.