Sonos (SONO) Insider Filing: RSU Vesting and Tax-Withheld Shares Reported

Rhea-AI Filing Summary

Edward P. Lazarus, Chief Legal & Business Development Officer of Sonos, Inc. (SONO), reported vesting and settlement of restricted stock units on 08/15/2025. A total of 41,870 common shares were delivered upon RSU vesting and added to beneficial ownership, bringing total beneficial ownership to 434,871 shares prior to tax withholding. Separately, 20,761 shares were reported as disposed of at an indicated price of $13.18 per share; the filing explains those shares were withheld by the company to satisfy federal and state tax withholding obligations. The Form 4 also lists three RSU vesting events totaling 41,870 underlying shares (8,960; 10,235; 22,675) and shows resulting beneficial ownership counts after each vesting. Vesting schedules and double-trigger acceleration terms are described in the form. The filing was signed by power of attorney on 08/19/2025.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting with tax-withholdings; no new issuance beyond vested awards.

The Form 4 documents scheduled vesting of previously granted restricted stock units to an officer with standard withholding to satisfy tax obligations. The filing confirms governance-consistent treatment of equity compensation, including double-trigger acceleration provisions and vesting schedules tied to continued employment. The disposal reported appears to be withholding rather than open-market sale, which is common to satisfy tax liabilities and does not indicate a change in executive share ownership intent.

Compensation Analyst

TL;DR: Materiality is low: the report reflects compensation mechanics, not extraordinary grants or changes.

The detailed RSU vesting amounts (8,960; 10,235; 22,675) aggregate to 41,870 shares vesting on 08/15/2025. The filing specifies each RSU converts to one share for no consideration and that shares were withheld to satisfy tax withholding—an exempt transaction under Section 16b-3(e). The presence of staggered vesting schedules and double-trigger acceleration is typical of executive awards and aligns incentives over time.

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)
08/15/2025

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	08/15/2025		M(1)		41,870	A	(2)	434,871	D
Common Stock	08/15/2025		F(3)		20,761	D	$13.18	414,110	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)	08/15/2025		M(1)			8,960	(4)	(4)	Common Stock	8,960	$0	279,844	D
Restricted Stock Units	(2)	08/15/2025		M(1)			10,235	(5)	(5)	Common Stock	10,235	$0	269,609	D
Restricted Stock Units	(2)	08/15/2025		M(1)			22,675	(6)	(6)	Common Stock	22,675	$0	246,934	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.

	/s/ Rebecca Schuster by power of attorney	08/19/2025
	** 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 transactions did SONO reporting person Edward P. Lazarus report?

Answer: The Form 4 reports vesting and settlement of RSUs on 08/15/2025 totaling 41,870 underlying shares, and 20,761 shares were withheld to satisfy tax withholding.

How many restricted stock units vested for the reporting person on 08/15/2025?

Answer: Three RSU vesting events of 8,960, 10,235, and 22,675 vested on 08/15/2025, totaling 41,870 RSUs.

Why were shares disposed of in the Form 4 for SONO?

Answer: The filing explains the 20,761 shares reported as disposed were withheld by the issuer to satisfy federal and state tax withholding obligations arising from RSU vesting.

What was the price indicated for the disposed shares in the Form 4?

Answer: The form lists a price of $13.18 per share associated with the reported disposition of 20,761 shares.

What is the reporting person's title and address listed on the Form 4?

Answer: The reporting person is listed as Chief Legal & Bus Dev Officer with an address c/o Sonos, Inc., 301 Coromar Drive, Santa Barbara, CA 93117.