Sonos (SONO) CFO Casey Saori logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Sonos Inc. Chief Financial Officer Casey Saori reported equity compensation activity tied to previously granted restricted stock units on February 13, 2026. RSU vesting and settlement resulted in the acquisition of 46,565 shares of common stock, with each RSU convertible into one share for no cash consideration.

To cover tax obligations from this vesting event, 16,477 shares of common stock were disposed of through shares withheld by the issuer at a price of $16.29 per share, described as a tax-withholding disposition exempt under Section 16b‑3. Following these transactions, Saori continued to hold common stock and additional RSUs directly.

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^*

Casey Saori

(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 Financial 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)		46,565	A	(2)	189,277	D
Common Stock	02/13/2026		F(3)		16,477	D	$16.29	172,800	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)			24,875	(4)	(4)	Common Stock	24,875	$0	317,614	D
Restricted Stock Units	(2)	02/13/2026		M(1)			21,690	(5)	(5)	Common Stock	21,690	$0	295,924	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 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 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) CFO Casey Saori report?

Casey Saori reported RSU-based equity activity converting into 46,565 Sonos common shares on February 13, 2026. The event reflects vesting and settlement of previously granted restricted stock units at no cash exercise price.

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

The filing shows 16,477 Sonos common shares were disposed of via issuer withholding at $16.29 per share. These shares satisfied federal and state tax obligations arising from the RSU vesting and settlement.

What do the Sonos (SONO) restricted stock units reported by Casey Saori represent?

Each reported restricted stock unit (RSU) represents a contingent right to receive one share of Sonos common stock. Delivery occurs upon vesting and settlement, and the filing states this happens for no consideration from the reporting person.

How do the Sonos (SONO) RSUs reported by the CFO vest over time?

One RSU grant vests 33.33% on February 15, 2025, then in equal quarterly installments over two more years. Another grant vests 1/12 in equal quarterly installments, both subject to continued employment and double‑trigger acceleration terms.

Was the Sonos (SONO) tax-related share disposition an open-market sale?

No. The filing describes the 16,477-share disposition as shares withheld by the issuer. It is an exempt transaction under Section 16b‑3(e) used to pay tax liabilities from RSU vesting, not an open‑market sale.

What role does Casey Saori hold at Sonos (SONO) in this Form 4?

The reporting person, Casey Saori, is identified as an officer of Sonos serving as Chief Financial Officer. The Form 4 indicates the transactions involve securities held with direct ownership by the reporting person.