Form 4: Sonos CFO Vesting Triggers 35,417 Shares; 17,561 Withheld

Rhea-AI Filing Summary

Insider transactions at Sonos, Inc. (SONO): Casey Saori, the companys Chief Financial Officer, reported transactions on 08/15/2025 reflecting the vesting and settlement of previously granted restricted stock units (RSUs). On that date 35,417 shares of common stock were reported as acquired due to RSU vesting, increasing beneficial ownership to 142,417 shares. Simultaneously, 17,561 shares were withheld by the issuer to satisfy tax withholding obligations at an effective price of $13.18, leaving 124,856 shares reported as beneficially owned after that disposal. The filing also shows two sets of RSUs that vested on 08/15/2025: 24,875 RSUs and 10,542 RSUs, each representing rights to one share upon settlement. The RSUs are described as having specified vesting schedules that began Feb 15, 2024 or Nov 15, 2024 and are subject to continued employment and double-trigger acceleration. The Form 4 was signed on behalf of the reporting person by power of attorney on 08/19/2025.

Insights

Financial Analyst

TL;DR: Routine executive equity vesting produced net issuance and share withholding for taxes; no sale for cash proceeds beyond withholding.

The Form 4 documents ordinary-course vesting and settlement of RSUs for Sonos CFO Casey Saori on 08/15/2025. A total of 35,417 shares were reported as acquired upon vesting while 17,561 shares were withheld to satisfy tax obligations at an indicated price of $13.18. Post-transaction beneficial ownership figures are reported as 142,417 shares prior to withholding and 124,856 shares after. The filing also itemizes underlying derivative RSUs of 24,875 and 10,542 shares that vested and converted into common stock. The disclosures are consistent with standard compensation mechanics and do not indicate open-market dispositions for cash beyond tax withholding.

Corporate Governance Expert

TL;DR: This is a standard Section 16 filing reflecting RSU vesting and issuer withholding to cover taxes; governance controls appear followed.

The report specifies that vested RSUs were settled for no consideration and that shares were withheld by the issuer pursuant to the RSU agreement to cover federal and state tax withholding. The filing includes clear vesting schedules and notes the RSUs are subject to double-trigger acceleration, which is a common protective feature. The Form 4 was executed by power of attorney, and the filing provides the required disclosure elements for insider beneficial ownership changes.

Insider Trade Summary

35,417 shares exercised/converted

Mixed 4 txns

Insider Casey Saori

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	24,875	$0.00	--
Exercise	Restricted Stock Units	10,542	$0.00	--
Exercise	Common Stock	35,417	$0.00	--
Tax Withholding	Common Stock	17,561	$13.18	$231K

Holdings After Transaction: Restricted Stock Units — 254,671 shares (Direct); Common Stock — 142,417 shares (Direct)

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 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. 1/12 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date following the vesting commencement date of November 15, 2024, 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.

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
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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 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)
08/15/2025

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	08/15/2025		M(1)		35,417	A	(2)	142,417	D
Common Stock	08/15/2025		F(3)		17,561	D	$13.18	124,856	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)	08/15/2025		M(1)			24,875	(4)	(4)	Common Stock	24,875	$0	254,671	D
Restricted Stock Units	(2)	08/15/2025		M(1)			10,542	(5)	(5)	Common Stock	10,542	$0	244,129	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 vesting commencement date of November 15, 2024, 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	08/19/2025
	** 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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FAQ

What transactions did Sonos CFO Casey Saori report on Form 4 (SONO)?

The filing reports RSU vesting and settlement on 08/15/2025 resulting in 35,417 shares acquired and 17,561 shares withheld for taxes at an indicated price of $13.18.

How many RSUs vested for Casey Saori according to the filing?

The Form 4 lists vested restricted stock units of 24,875 and 10,542, each representing a contingent right to one share upon settlement.

What was the reporting persons beneficial ownership after the transactions?

The filing shows 142,417 shares owned following acquisition and 124,856 shares after issuer withholding to satisfy tax obligations.

Were the RSUs settled for cash consideration?

No. The RSUs were settled for common stock for no consideration, and shares were withheld by the issuer solely to satisfy tax withholding obligations.

Does the filing indicate any sales of shares for cash proceeds?

No. The only disposals reported were shares withheld by the issuer for tax withholding; there are no open-market sales reported in this Form 4.