STOCK TITAN

Sonos (NASDAQ: SONO) legal chief gets 42,983 shares in stock vesting

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sonos Inc (SONO) reported that Chief Legal Officer Edward P. Lazarus had 42,983 shares of Common Stock issued on August 14, 2026 upon the vesting and settlement of previously granted restricted stock units (RSUs). The company withheld 21,314 shares at $16.59 per share to satisfy federal and state tax withholding obligations related to this RSU vesting, as an exempt transaction under Section 16b-3(e). The RSU awards vest over multi-year schedules with double-trigger acceleration provisions tied to continued employment.

Positive

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Negative

  • None.
Insider Lazarus Edward P
Role Chief Legal Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F1, F4 8,960 $0.00 $0.00
Exercise Restricted Stock Units F2, F1, F5 15,117 $0.00 $0.00
Exercise Restricted Stock Units F2, F1, F6 18,906 $0.00 $0.00
Exercise Common Stock F1, F2 42,983 -- --
Exercise Price or Tax Liability Common Stock F3 21,314 $16.59 $354K
Holdings After Transaction: Restricted Stock Units — 180,168 shares (Direct); Common Stock — 497,356 shares (Direct)
Footnotes (6)
  1. F1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
  2. F2. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting and settlement for no consideration.
  3. F3. 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. F4. 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. F5. 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.
  6. F6. 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.
RSUs converted to Common Stock 42,983 shares Total RSUs vested and settled into common stock on August 14, 2026
RSU tranche 1 8,960 shares RSUs vested and settled into common stock with schedule described in footnote F4
RSU tranche 2 15,117 shares RSUs vested and settled into common stock with schedule described in footnote F5
RSU tranche 3 18,906 shares RSUs vested and settled into common stock with schedule described in footnote F6
Shares withheld for taxes 21,314 shares Shares withheld to satisfy RSU-related tax obligations under Section 16b-3(e)
Withholding price $16.59 per share Value used for the 21,314 shares withheld to cover tax liabilities
Restricted Stock Units financial
"Vesting of restricted stock units ("RSUs") previously granted"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
double-trigger acceleration financial
"The RSUs are subject to double-trigger acceleration"
A contractual feature in employee equity plans that speeds up the vesting of stock awards only when two specific events happen, most commonly a change of company control (like a sale or merger) and a qualifying termination of employment (such as being fired without cause). It matters to investors because it can change how much equity converts or becomes payable in a deal — like a safety net that frees up shares only if both conditions occur — affecting takeover costs, share dilution, and employee incentives around transactions.
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price"
Rule 16b-3 regulatory
"security issued in accordance with Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

What RSU vesting did Sonos (SONO) disclose for Edward P. Lazarus on August 14, 2026?

On August 14, 2026, 42,983 RSUs previously granted to Sonos Chief Legal Officer Edward P. Lazarus vested and were settled into an equal number of shares of common stock, each RSU representing one share delivered for no cash consideration.

How many Sonos (SONO) shares were withheld for taxes in this Form 4?

Sonos withheld 21,314 shares of common stock at $16.59 per share to cover Edward P. Lazarus’s federal and state tax withholding obligations arising from the RSU vesting, in an exempt transaction classified under Section 16b-3(e).

What type of transactions were reported for Sonos (SONO) insider Edward P. Lazarus?

The report shows RSU vesting transactions (code M) converting restricted stock units into common stock, an acquisition of the resulting shares, and a withholding transaction (code F) where shares were disposed of to satisfy tax obligations tied to the vesting.

Do the Sonos (SONO) RSUs for Edward P. Lazarus have special vesting protections?

Yes. The RSU awards carry double-trigger acceleration, meaning vesting can accelerate upon specified events in addition to continued employment-based schedules, which include quarterly vesting over one- and two-year periods depending on the grant.

What is the economic cost basis shown for the Sonos (SONO) tax-withholding shares?

The tax-withholding transaction reports 21,314 shares at a price of $16.59 per share. This figure reflects the value used in the exempt Section 16b-3(e) transaction to satisfy Lazarus’s RSU-related tax obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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 CALIFORNIA 93117

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Sonos Inc [ SONO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/14/2026M(1)42,983A(2)518,670D
Common Stock08/14/2026F(3)21,314D$16.59497,356D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)08/14/2026M(1)8,960 (4) (4)Common Stock8,960$0214,191D
Restricted Stock Units(2)08/14/2026M(1)15,117 (5) (5)Common Stock15,117$0199,074D
Restricted Stock Units(2)08/14/2026M(1)18,906 (6) (6)Common Stock18,906$0180,168D
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. 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.
6. 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.
/s/ Rebecca Schuster by power of attorney08/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)