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[Form 4] Sonos Inc Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Sonos, Inc. (SONO) disclosed insider equity activity by its Chief Legal & Bus Dev Officer. On 11/14/2025, previously granted restricted stock units (RSUs) vested and were settled into 41,870 shares of common stock, increasing the officer’s holdings to 435,219 common shares after the transactions. To cover tax obligations from the RSU vesting, 20,761 shares were withheld by Sonos at a price of $16.58 per share under an exempt Section 16b-3(e) transaction.

In Table II, several RSU awards converted into common stock, and the officer continued to hold sizable RSU positions, including awards with remaining balances of 237,975, 227,739, and 205,064 RSUs. The filing also reports a new grant of 104,049 RSUs dated 11/15/2025, bringing one RSU award balance to 309,113. These RSUs generally vest in scheduled quarterly installments starting from November 15, 2024 or November 15, 2025 and are subject to continued employment and double-trigger acceleration provisions.

Positive
  • None.
Negative
  • None.
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
Estimated average burden
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*
Lazarus Edward P

(Last) (First) (Middle)
C/O SONOS, INC.
301 COROMAR DRIVE

(Street)
SANTA BARBARA CA 93117

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sonos Inc [ SONO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal & Bus Dev Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025
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
Common Stock 11/14/2025 M(1) 41,870 A (2) 455,980 D
Common Stock 11/14/2025 F(3) 20,761 D $16.58 435,219 D
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 (2) 11/14/2025 M(1) 8,959 (4) (4) Common Stock 8,959 $0 237,975 D
Restricted Stock Units (2) 11/14/2025 M(1) 10,236 (5) (5) Common Stock 10,236 $0 227,739 D
Restricted Stock Units (2) 11/14/2025 M(1) 22,675 (6) (6) Common Stock 22,675 $0 205,064 D
Restricted Stock Units (2) 11/15/2025 A 104,049 (7) (7) Common Stock 104,049 $0 309,113 D
Explanation of Responses:
1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
2. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting and settlement for no consideration.
3. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were withheld by the Issuer in accordance with the agreement governing the RSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.
4. These RSUs will vest based on the following schedule: (i) 1/12 of the shares subject to the RSUs vested on November 15, 2024 and (ii) the remaining RSUs vest quarterly over the next eleven quarters in equal quarterly installments, until such time as the RSUs are 100% vested, in each case subject to the continuing employment of the Reporting Person on each vesting date. The RSUs are subject to double-trigger acceleration.
5. 1/12 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date following the vesting commencement date of November 15, 2024, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. The RSUs are subject to double-trigger acceleration.
6. These RSUs will vest over a two year period as follows: 1) 15% of the shares subject to the RSUs will vest quarterly in year 1 following the vesting commencement date of November 15, 2024 and 2) 10% of the shares subject to the RSUs will vest quarterly in year 2, in each case subject to the continuing employment of the Reporting Person on each vesting date. The RSUs are subject to double-trigger acceleration.
7. 1/12 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date following the vesting commencement date of November 15, 2025, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. The RSUs are subject to double-trigger acceleration.
/s/ Rebecca Schuster by power of attorney 11/18/2025
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Sonos (SONO) report in this Form 4?

The Chief Legal & Bus Dev Officer of Sonos, Inc. (SONO) reported RSU vesting that resulted in the acquisition of 41,870 shares of common stock on 11/14/2025. The filing also shows a new grant of 104,049 restricted stock units (RSUs) dated 11/15/2025, along with updates to several existing RSU awards.

How many Sonos (SONO) common shares does the reporting officer own after these transactions?

After the reported transactions, the officer beneficially owns 435,219 shares of Sonos common stock. This reflects the RSU vesting into 41,870 shares and the tax-related share withholding reported in the filing.

What tax withholding transaction was disclosed for Sonos (SONO)?

The filing reports an exempt transaction under Section 16b-3(e) in which 20,761 shares of Sonos common stock were disposed of at $16.58 per share. All of these shares were withheld by Sonos to satisfy federal and state tax withholding obligations arising from the vesting and settlement of RSUs.

What new RSU grant did the Sonos (SONO) officer receive?

The officer received a new grant of 104,049 restricted stock units (RSUs) dated 11/15/2025. These RSUs represent a contingent right to receive an equal number of Sonos common shares for no consideration upon vesting and settlement, and the award balance shown after the grant is 309,113 RSUs.

How do Sonos (SONO) RSUs in this filing vest?

The RSUs disclosed vest in scheduled installments. One award vests with 1/12 of the shares vesting on November 15, 2024 and the remainder vesting quarterly over the next eleven quarters. Other awards vest quarterly starting from November 15, 2024 or November 15, 2025, and one award vests over two years with 15% vesting quarterly in year one and 10% quarterly in year two. All are subject to continued employment and include double-trigger acceleration provisions.

What does each Sonos (SONO) RSU represent in this Form 4?

Each restricted stock unit (RSU) reported represents a contingent right to receive 1 share of Sonos common stock upon vesting and settlement for no cash consideration, as stated in the explanation of responses.

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2.02B
116.98M
2.53%
94.74%
5.3%
Consumer Electronics
Household Audio & Video Equipment
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United States
SANTA BARBARA