SONO Insider Filing: Millington RSUs Vest, Tax Withholding Executed

Rhea-AI Filing Summary

Nicholas Millington, listed as an officer (Chief Innovation Officer), reported transactions in Sonos, Inc. (SONO) on 08/15/2025. A grant of 14,511 restricted stock units (RSUs) vested and converted into the same number of common shares, and the filing notes that 5,019 of the shares were withheld by the issuer to satisfy federal and state tax withholding obligations at a reported price of $13.18 per share for the withheld portion. After these transactions the reporting person is shown as beneficially owning 437,943 shares (direct) and holding 121,458 shares underlying unvested RSUs (derivative), as reported on the form.

Positive

• 14,511 RSUs vested, increasing the reporting person’s immediate shareholdings
• Reporting person retains substantial holdings: 437,943 shares reported as beneficially owned (direct)

Negative

• 5,019 shares were withheld by the issuer to satisfy tax withholding obligations
• No open-market purchase was reported; transaction reflects compensation vesting rather than active accumulation

Insights

Financial Analyst

TL;DR: RSU vesting increased reported holdings; modest share withholding covered tax obligations, producing no immediate cash proceeds.

The Form 4 documents vesting of 14,511 RSUs into common stock on 08/15/2025, with 5,019 shares withheld to cover tax obligations at an indicated price of $13.18 for the withheld shares. The filing shows the reporting person with 437,943 shares directly and 121,458 shares reported as derivative holdings. This is a routine insider compensation-related transaction rather than an open-market purchase or sale, so it signals compensation realization and tax settlement rather than active trading or change in strategic ownership.

Corporate Governance Expert

TL;DR: Standard RSU vesting and tax-withholding were executed under issuer procedures; no governance or control change is indicated.

The disclosure indicates vesting pursuant to the grant terms, including quarterly vesting mechanics and double-trigger acceleration provisions referenced in the explanation. The transaction is recorded as an exempt withholding event under Section 16b-3(e), consistent with typical equity compensation administration. There is no indication of departure, new grant beyond the vested RSUs, or any change to board or officer status within this filing.

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^*

Millington Nicholas

(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 Innovation 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)		14,511	A	(2)	442,962	D
Common Stock	08/15/2025		F(3)		5,019	D	$13.18	437,943	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)			14,511	(4)	(4)	Common Stock	14,511	$0	121,458	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. 1/12 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date following the applicable vesting commencement date, 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	08/19/2025
	** 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).
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FAQ

Who filed the Form 4 for SONO and what is their title?

The Form 4 was filed for Nicholas Millington, listed as Chief Innovation Officer.

How many RSUs vested on the reported date for SONO?

14,511 restricted stock units vested on 08/15/2025.

How many shares were withheld for taxes and at what price?

5,019 shares were withheld to satisfy tax withholding obligations; the form lists $13.18 associated with the withheld transaction.

What are the reporting person’s holdings after the transaction?

The filing shows 437,943 shares beneficially owned (direct) and 121,458 shares reported as derivative holdings.

Was this transaction an open-market trade or compensation-related?

This was compensation-related: RSU vesting with withholding under an exempt transaction pursuant to Section 16b-3(e).