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Sonos legal chief receives 84,397 shares as awards vest

One award ties 60% to three one-year performance goals and 40% to a relative TSR goal measured over three years.

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Form Type
4

Rhea-AI Filing Summary

Sonos Inc (SONO) Chief Legal Officer Edward P. Lazarus had 84,397 performance share units vest and settle into 84,397 common shares on November 6, 2026; the issuer withheld 41,845 shares to satisfy federal and state tax obligations. On November 5, 2026, he reported three PSU amounts earned for fiscal 2026: 21,662, 42,824 and 37,486. The 37,486 units vested November 6; the 21,662- and 42,824-unit awards have three-year vesting terms based on continued employment and Committee approval of performance attainment.

Insider Lazarus Edward P
Role Chief Legal Officer
Type Security Shares Price Value
Exercise Performance Share Units F2, F1, F6 84,397 $0.00 $0.00
Exercise Common Stock F1, F2 84,397 -- --
Exercise Price or Tax Liability Common Stock F3 41,845 $16.33 $683K
Grant/Award Performance Share Units F2, F4 21,662 $0.00 $0.00
Grant/Award Performance Share Units F2, F5 42,824 $0.00 $0.00
Grant/Award Performance Share Units F2, F6 37,486 $0.00 $0.00
Holdings After Transaction: Performance Share Units — 118,078 units (Direct); Common Stock — 539,908 shares (Direct)
Footnotes (6)
  1. F1. Vesting of performance share units ("PSUs") previously granted to the Reporting Person and earned in November 2025 and November 2026.
  2. F2. Each PSU 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 PSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of PSUs.
  4. F4. These PSUs were granted on November 15, 2025. Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of three, one year performance goals (a combination of 60% of the award) and a relative TSR performance goal measured over three years (40% of the award), as determined by the Compensation and People Committee (the "Committee"). The number of shares reported represents the number of PSUs that were earned for fiscal 2026 as a result of the achievement of pre-established financial performance criteria, as determined by the Committee on November 5, 2026. PSUs awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest upon Committee approval of performance attainment at the end of the three-year term.
  5. F5. These PSUS were granted on November 15, 2024. Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of pre-established one year performance goals, as determined by the Committee. The number of shares reported represents the number of PSUs that were earned for fiscal 2026 as a result of the achievement of performance criteria, as determined by the Committee on November 5, 2026. PSUs awards have a three-year vesting term based on continued employment, and, to the extent earned, will vest upon Committee approval of performance attainment at the end of the three-year term.
  6. F6. These PSUS were granted on December 15, 2023. Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of pre-established one year performance goals, as determined by the Committee. The number of shares reported represents the number of PSUs that were earned for fiscal 2026 as a result of the achievement of performance criteria, as determined by the Committee on November 5, 2026. PSUs awards have a three-year vesting term based on continued employment, and, to the extent earned, will vest upon Committee approval of performance attainment at the end of the three-year term. Such PSUs vested on November 6, 2026.
Common shares received 84,397 shares Upon PSU vesting and settlement on November 6, 2026
Shares withheld for taxes 41,845 shares November 6, 2026; reported per-share value of $16.33
Performance share units earned 21,662 units Fiscal 2026; granted November 15, 2025
Performance share units earned 42,824 units Fiscal 2026; granted November 15, 2024
Performance share units earned 37,486 units Fiscal 2026; vested November 6, 2026
performance share units financial
"Vesting of performance share units ("PSUs")"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
relative TSR performance goal financial
"a relative TSR performance goal measured over three years"
three-year vesting term financial
"PSUs awards have a three-year vesting term"
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e)"

FAQ

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

How many SONO shares were withheld from Edward P. Lazarus for taxes?

The issuer withheld 41,845 shares on November 6, 2026, to satisfy federal and state tax obligations resulting from PSU vesting and settlement; the reported per-share value was $16.33.

What performance goals applied to Edward P. Lazarus’s 21,662 SONO performance units?

The 21,662 PSUs granted November 15, 2025 could deliver between 0% and 200% of target, based on three one-year performance goals weighted 60% of the award and a relative TSR goal measured over three years weighted 40%. The units were earned for fiscal 2026, with vesting subject to the three-year term, continued employment and Committee approval.

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)
11/05/2026
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 Stock11/06/2026M(1)84,397A(2)581,753D
Common Stock11/06/2026F(3)41,845D$16.33539,908D
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
Performance Share Units(2)11/05/2026A21,662 (4) (4)Common Stock21,662$021,662D
Performance Share Units(2)11/05/2026A42,824 (5) (5)Common Stock42,824$096,416D
Performance Share Units(2)11/05/2026A37,486 (6) (6)Common Stock37,486$084,397D
Performance Share Units(2)11/06/2026M(1)84,397 (6) (6)Common Stock84,397$00D
Explanation of Responses:
1. Vesting of performance share units ("PSUs") previously granted to the Reporting Person and earned in November 2025 and November 2026.
2. Each PSU 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 PSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of PSUs.
4. These PSUs were granted on November 15, 2025. Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of three, one year performance goals (a combination of 60% of the award) and a relative TSR performance goal measured over three years (40% of the award), as determined by the Compensation and People Committee (the "Committee"). The number of shares reported represents the number of PSUs that were earned for fiscal 2026 as a result of the achievement of pre-established financial performance criteria, as determined by the Committee on November 5, 2026. PSUs awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest upon Committee approval of performance attainment at the end of the three-year term.
5. These PSUS were granted on November 15, 2024. Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of pre-established one year performance goals, as determined by the Committee. The number of shares reported represents the number of PSUs that were earned for fiscal 2026 as a result of the achievement of performance criteria, as determined by the Committee on November 5, 2026. PSUs awards have a three-year vesting term based on continued employment, and, to the extent earned, will vest upon Committee approval of performance attainment at the end of the three-year term.
6. These PSUS were granted on December 15, 2023. Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of pre-established one year performance goals, as determined by the Committee. The number of shares reported represents the number of PSUs that were earned for fiscal 2026 as a result of the achievement of performance criteria, as determined by the Committee on November 5, 2026. PSUs awards have a three-year vesting term based on continued employment, and, to the extent earned, will vest upon Committee approval of performance attainment at the end of the three-year term. Such PSUs vested on November 6, 2026.
/s/ Rebecca Schuster by power of attorney11/09/2026
** 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)

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