STOCK TITAN

Sonos (NASDAQ: SONO) CFO records 46K-share RSU vesting, tax hit

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sonos Inc executive Saori Casey, Chief Financial Officer, reported equity compensation activity involving restricted stock units (RSUs) and common stock on August 14, 2026. RSUs covering 24,875 and 21,690 shares of common stock vested and were settled, consistent with the vesting schedules described for these awards. As a result, the filing shows an acquisition of 46,565 shares of common stock upon RSU vesting. Of these, 24,518 shares were disposed of at $16.59 per share, with all such shares withheld by Sonos to satisfy Casey’s federal and state tax withholding obligations arising from the RSU vesting. The RSUs are described as subject to double-trigger acceleration, with vesting tied to continued employment and specific time-based schedules.

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Insider Casey Saori
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F1, F4 24,875 $0.00 $0.00
Exercise Restricted Stock Units F2, F1, F5 21,690 $0.00 $0.00
Exercise Common Stock F1, F2 46,565 -- --
Exercise Price or Tax Liability Common Stock F3 24,518 $16.59 $407K
Holdings After Transaction: Restricted Stock Units — 202,794 shares (Direct); Common Stock — 220,790 shares (Direct)
Footnotes (5)
  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 on the following schedule: 33.33% of the shares subject to the RSU will vest on the first anniversary of the grant date of February 15, 2024 and thereafter will vest in equal quarterly installments over the next two years, until such time as the RSUs are 100% vested, subject to the continued employment of the Reporting Person on each vesting date. The RSUs are subject to double-trigger acceleration.
  5. F5. 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.
RSUs vested (award 1) 24,875 shares Restricted Stock Units converting into Sonos common stock on August 14, 2026
RSUs vested (award 2) 21,690 shares Restricted Stock Units converting into Sonos common stock on August 14, 2026
Total shares acquired from RSU vesting 46,565 shares Common stock acquired upon exercise or conversion of RSUs on August 14, 2026
Shares withheld for taxes 24,518 shares Common shares disposed of to satisfy tax withholding obligations at vesting
Per-share value for tax withholding $16.59 per share Price used for shares delivered or withheld for tax obligations
Restricted Stock Units financial
"Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person."
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 or tax liability"
vesting commencement date financial
"quarterly anniversary date following the applicable vesting commencement date, until such time"
The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

FAQ

What equity transactions did SONO CFO Saori Casey report on August 14, 2026?

On August 14, 2026, SONO CFO Saori Casey reported RSU vesting into 46,565 shares of common stock. Two RSU awards for 24,875 and 21,690 shares vested, with part of the resulting shares withheld to cover tax obligations.

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

The Form 4 reports that 24,518 shares of Sonos common stock were disposed of at $16.59 per share. Footnotes state all these shares were withheld by the issuer to satisfy the reporting person’s federal and state tax withholding obligations from RSU vesting.

What RSU awards for SONO did Saori Casey have vest on August 14, 2026?

Two RSU awards vested into Sonos common stock: one covering 24,875 shares and another covering 21,690 shares. Each RSU represents a contingent right to receive one share of Sonos common stock upon vesting and settlement for no consideration.

Are Saori Casey’s SONO RSUs subject to double-trigger acceleration?

Yes. The footnotes state the RSUs are subject to double-trigger acceleration. They also describe specific time-based vesting schedules that require the reporting person’s continued employment on each vesting date for the units to vest.

Was the SONO Form 4 for Saori Casey filed under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is false, indicating it is not affirmatively designated as pursuant to a Rule 10b5-1 trading plan. The transactions instead reflect RSU vesting and related tax withholding by the issuer.

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*
Casey Saori

(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 Financial 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)46,565A(2)245,308D
Common Stock08/14/2026F(3)24,518D$16.59220,790D
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)24,875 (4) (4)Common Stock24,875$0224,484D
Restricted Stock Units(2)08/14/2026M(1)21,690 (5) (5)Common Stock21,690$0202,794D
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 on the following schedule: 33.33% of the shares subject to the RSU will vest on the first anniversary of the grant date of February 15, 2024 and thereafter will vest in equal quarterly installments over the next two years, until such time as the RSUs are 100% vested, subject to the continued 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, 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)