Sonos (NASDAQ: SONO) CLO gains stock after RSU vesting and tax withholding

Rhea-AI Filing Summary

Sonos Inc Chief Legal Officer Edward P. Lazarus reported routine equity compensation activity. On May 15, 2026, restricted stock units vested and were converted into 42,982 shares of Common Stock. To cover related taxes, 18,252 shares were withheld by Sonos at $14.69 per share under an exempt Section 16b-3(e) tax-withholding transaction. Following these transactions, Lazarus directly holds 493,939 shares of Sonos Common Stock.

Insider Trade Summary

42,982 shares exercised/converted

Mixed 5 txns

Insider Lazarus Edward P

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,959	$0.00	--
Exercise	Restricted Stock Units	15,117	$0.00	--
Exercise	Restricted Stock Units	18,906	$0.00	--
Exercise	Common Stock	42,982	$0.00	--
Tax Withholding	Common Stock	18,252	$14.69	$268K

Holdings After Transaction: Restricted Stock Units — 257,174 shares (Direct, null); Common Stock — 493,939 shares (Direct, null)

Footnotes (1)

1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting and settlement for no consideration. 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. These RSUs will vest based on the following schedule: (i) 1/12 of the shares subject to the RSUs shall vest on November 15, 2024 and (ii) the remaining RSUs will 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. 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. 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.

Key Figures

Shares acquired via RSU conversion: 42,982 shares Shares withheld for taxes: 18,252 shares Tax withholding price: $14.69 per share +3 more

6 metrics

Shares acquired via RSU conversion 42,982 shares Common Stock from vested RSUs on May 15, 2026

Shares withheld for taxes 18,252 shares Tax withholding at $14.69 per share on May 15, 2026

Tax withholding price $14.69 per share Value used for 18,252 withheld shares

Direct holdings after transactions 493,939 shares Common Stock directly owned by Lazarus after May 15, 2026

Tax-withholding shares reported 18,252 shares Form 4 taxWithholdingShares in transactionSummary

Derivative exercises count 3 transactions M-code RSU derivative exercises on May 15, 2026

Key Terms

restricted stock units ("RSUs"), double-trigger acceleration, Section 16b-3(e), tax withholding obligations, +1 more

5 terms

restricted stock units ("RSUs") financial

"Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

double-trigger acceleration financial

"The RSUs are subject to double-trigger acceleration."

Section 16b-3(e) regulatory

"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities"

tax withholding obligations financial

"shares reported as disposed of ... were withheld ... to satisfy federal and state tax withholding obligations"

vesting commencement date financial

"following the vesting commencement date of November 15, 2024"

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.

Form 4 Insider Transactions: What Each Field Means →

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

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		M(1)		42,982	A	(2)	493,939	D
Common Stock	05/15/2026		F(3)		18,252	D	$14.69	475,687	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)	05/15/2026		M(1)			8,959	(4)	(4)	Common Stock	8,959	$0	257,174	D
Restricted Stock Units	(2)	05/15/2026		M(1)			15,117	(5)	(5)	Common Stock	15,117	$0	242,057	D
Restricted Stock Units	(2)	05/15/2026		M(1)			18,906	(6)	(6)	Common Stock	18,906	$0	223,151	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 shall vest on November 15, 2024 and (ii) the remaining RSUs will 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 attorney	05/18/2026
	** 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).
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)

FAQ

What insider transactions did Sonos (SONO) report for Edward P. Lazarus?

Sonos reported that Chief Legal Officer Edward P. Lazarus had restricted stock units vest, converting into 42,982 shares of Common Stock. To satisfy tax obligations from this vesting, 18,252 shares were withheld by the company in an exempt Section 16b-3(e) transaction.

Did Edward P. Lazarus buy or sell Sonos (SONO) shares on the market?

The Form 4 shows no open-market purchases or sales by Lazarus. The only disposition was 18,252 shares withheld by Sonos to cover tax liabilities from RSU vesting, an exempt transaction rather than a discretionary sale in the market.

How many Sonos (SONO) shares does Edward P. Lazarus hold after these transactions?

After the reported RSU vesting and related tax withholding, Edward P. Lazarus directly holds 493,939 shares of Sonos Common Stock. This figure reflects his updated ownership following the conversion of vested RSUs and the company’s tax-withholding share disposition.

What does the RSU vesting mean for Sonos (SONO) Chief Legal Officer’s compensation?

The RSU vesting means part of Lazarus’s stock-based compensation became actual shares of Sonos Common Stock. 42,982 shares were issued from vested RSUs, while 18,252 shares were withheld to cover taxes, leaving him with increased direct equity ownership in the company.

Why were 18,252 Sonos (SONO) shares withheld from Edward P. Lazarus?

Sonos withheld 18,252 shares from Lazarus to satisfy federal and state tax withholding obligations arising from RSU vesting. The filing specifies this was an exempt transaction under Section 16b-3(e), where shares are delivered or withheld to pay required tax liabilities.