Sonos CFO logs RSU vesting and tax withholding

Sonos Inc Chief Financial Officer Saori Casey reported routine equity compensation activity involving restricted stock units.

Rhea-AI Filing Summary

Sonos Inc Chief Financial Officer Saori Casey reported routine equity compensation activity involving restricted stock units. On May 15, 2026, RSUs vested and were converted into common stock through derivative exercises, while a portion of shares was withheld to cover tax obligations.

The filing shows exercises of derivative securities into 46,565 shares of common stock and a separate tax-withholding disposition of 20,622 shares, which the company withheld to satisfy federal and state tax liabilities from RSU vesting. No open-market purchases or sales were reported; these transactions are characterized as exempt under Section 16b-3(e) and reflect standard compensation and tax-settlement mechanics rather than discretionary trading.

Insider Trade Summary

46,565 shares exercised/converted

Exercise 4 txns

Insider Casey Saori

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	24,875	$0.00	$0.00
Exercise	Restricted Stock Units	21,690	$0.00	$0.00
Exercise	Common Stock	46,565	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	20,622	$14.69	$303K

Holdings After Transaction: Restricted Stock Units — 249,359 contracts (Direct); Common Stock — 198,743 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.

Key Figures

Derivative exercises: 46,565 shares Tax withholding shares: 20,622 shares Acquire transactions: 3 transactions +2 more

5 metrics

Derivative exercises 46,565 shares Shares acquired via exercise or conversion of derivative securities on May 15, 2026

Tax withholding shares 20,622 shares Shares withheld to satisfy tax obligations tied to RSU vesting

Acquire transactions 3 transactions Count of acquire-side entries, including derivative exercises, in transaction summary

Dispose transactions 1 transaction Tax-withholding disposition recorded as a non-derivative transaction

Derivative transaction count 2 transactions Restricted stock unit derivative entries reported on May 15, 2026

Key Terms

Restricted Stock Units, Section 16b-3(e), tax withholding, double-trigger acceleration

4 terms

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.

Section 16b-3(e) regulatory

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

tax withholding financial

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

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Sonos (SONO) CFO Saori Casey report on May 15, 2026?

Saori Casey reported RSU-related equity compensation activity, not open-market trading. Restricted stock units vested and were converted into common stock, and Sonos withheld shares to cover tax obligations arising from that vesting, as described in the Form 4 footnotes.

How many Sonos (SONO) shares were acquired through equity awards in this Form 4?

The filing shows derivative exercises into 46,565 shares of Sonos common stock. These shares arose from the vesting and conversion of restricted stock units granted as compensation, rather than from purchases in the open market at a cash price.

How many Sonos (SONO) shares were withheld for taxes in the CFO’s Form 4?

20,622 Sonos shares were disposed of through tax withholding. The company withheld these shares under the RSU agreements to satisfy federal and state tax liabilities triggered by the vesting and settlement of the restricted stock units.

Were the Sonos (SONO) CFO’s Form 4 transactions routine compensation events?

The transactions are described as exempt under Section 16b-3(e) and tied to RSU vesting. Footnotes explain they reflect standard settlement of equity awards and related tax withholding, rather than discretionary buying or selling of Sonos stock in the market.

Did the Sonos (SONO) CFO sell shares on the open market in this Form 4?

The filing does not report any open-market sales. The only disposition shown is a tax-withholding event, where shares were withheld by Sonos to cover taxes due on the vesting and settlement of restricted stock units.

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

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Accepted by SEC EDGAR 05/18/2026 - 05:12 PM Learn about SEC filing dates

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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)		46,565	A	(2)	219,365	D
Common Stock	05/15/2026		F(3)		20,622	D	$14.69	198,743	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)			24,875	(4)	(4)	Common Stock	24,875	$0	271,049	D
Restricted Stock Units	(2)	05/15/2026		M(1)			21,690	(5)	(5)	Common Stock	21,690	$0	249,359	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	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.
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* Form 4: SEC 1474 (03-26)