Sonos (SONO) chief legal officer reports RSU vesting and tax-share withholding

Rhea-AI Filing Summary

Sonos, Inc. Chief Legal & Bus Dev Officer Edward P. Lazarus reported equity award activity involving restricted stock units (RSUs) and common stock. On February 13, 2026, 42,980 shares of common stock were acquired through the vesting and conversion of previously granted RSUs, and 15,242 shares of common stock were withheld at $16.29 per share to cover federal and state tax obligations, classified as an exempt tax-withholding disposition. The filing also details several RSU awards that convert into common stock at no cash cost upon vesting, with vesting schedules based on quarterly installments beginning November 15, 2024 and subject to continued employment and double-trigger acceleration provisions.

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

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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)
02/13/2026

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	02/13/2026		M(1)		42,980	A	(2)	466,199	D
Common Stock	02/13/2026		F(3)		15,242	D	$16.29	450,957	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)	02/13/2026		M(1)			8,959	(4)	(4)	Common Stock	8,959	$0	300,154	D
Restricted Stock Units	(2)	02/13/2026		M(1)			18,905	(5)	(5)	Common Stock	18,905	$0	281,249	D
Restricted Stock Units	(2)	02/13/2026		M(1)			15,116	(6)	(6)	Common Stock	15,116	$0	266,133	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 applicable vesting commencement date of 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.

	/s/ Rebecca Schuster by power of attorney	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Sonos (SONO) report for Edward P. Lazarus?

Sonos reported that Edward P. Lazarus had restricted stock units vest and convert into common stock. Some of the resulting shares were then withheld by the company to satisfy tax withholding obligations associated with this vesting and settlement activity.

How many Sonos (SONO) shares did Edward P. Lazarus acquire in this Form 4?

Edward P. Lazarus acquired 42,980 shares of Sonos common stock through the vesting and conversion of previously granted restricted stock units. These shares were received without cash payment upon settlement of his equity awards according to their vesting terms.

How many Sonos (SONO) shares were withheld for taxes in this filing?

The filing shows 15,242 shares of Sonos common stock were disposed of at $16.29 per share. All of these shares were withheld by the company to cover federal and state tax withholding obligations tied to the vesting and settlement of restricted stock units.

What do the Sonos (SONO) restricted stock units represent for Edward P. Lazarus?

Each restricted stock unit represents a contingent right to receive one share of Sonos common stock. The units convert into shares for no cash consideration when they vest and settle, subject to continued employment and any double-trigger acceleration conditions described in the award terms.

How do Edward P. Lazarus’s Sonos (SONO) RSUs vest over time?

Some RSUs vested 1/12 of the shares on November 15, 2024, with the remainder vesting in equal quarterly installments over eleven quarters. Other grants vest quarterly over one or two years, all requiring continued employment and including double-trigger acceleration provisions.

Is the Sonos (SONO) Form 4 tax-withholding transaction considered a market sale?

The filing classifies the transaction as an exempt event under Section 16b-3(e). All shares reported as disposed of were withheld by Sonos to satisfy tax withholding obligations, rather than being sold in an open-market transaction directed by the reporting person.