Sonos Insider Filing: 326k-Share RSU Award to CEO

Rhea-AI Filing Summary

Sonos, Inc. (SONO) – Form 4 insider filing

CEO & Director Thomas Conrad was granted 326,615 restricted stock units (RSUs) on 22-Jul-2025. Each RSU converts to one common share at no cost upon vesting. The award vests 25 % on each annual anniversary of 22-Jul-2025 until fully vested in four years and carries double-trigger acceleration protection. Following the grant, Conrad beneficially owns 326,615 shares, held directly.

Key take-aways

• Transaction is an acquisition (code “A”); no shares were sold.
• Equity issuance aligns CEO incentives with shareholders but results in potential dilution of ~0.25 % of SONO’s 129 m shares outstanding (based on last 10-Q share count).
• Grant structure encourages long-term retention, tying value realization to four-year service horizon.

Insights

Compensation & Governance Analyst

TL;DR: Routine CEO equity grant; improves alignment, minimal dilution; neutral market impact.

The 326,615-share RSU award represents roughly 1.4× Mr. Conrad’s annual base salary at current price levels and is consistent with peer-group long-term incentive practice. Four-year vesting plus double-trigger acceleration strengthens retention while avoiding excessive single-trigger change-of-control payouts. Dilution is under 0.3 % and within Sonos’s existing equity plan limits. No cash outlay or insider sales occurred, so immediate EPS impact is nil. Overall, the filing signals standard incentive refresh rather than a strategic shift and should be viewed as governance-neutral.

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

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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).

1. Name and Address of Reporting Person^*

Conrad Thomas

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

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

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	(1)	07/22/2025		A		326,615		(2)	(2)	Common Stock	326,615	$0	326,615	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting and settlement for no consideration.

2. 1/4 of the shares subject to the RSUs vest on each annual anniversary date following the vesting commencement date of July 22, 2025, until such time as the RSUs are 100% vested, generally 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	07/23/2025
	** 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.
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.

FAQ

How many Sonos (SONO) shares were granted to the CEO?

Thomas Conrad received 326,615 RSUs, each convertible into one common share.

What is the vesting schedule for the RSUs granted on 22-Jul-2025?

25 % vests on each annual anniversary of 22-Jul-2025, reaching 100 % after four years.

Did the CEO sell any Sonos shares in this Form 4 filing?

No. The filing reflects an acquisition of RSUs; no sales or dispositions occurred.

Will the RSU award dilute existing SONO shareholders?

Yes, eventual issuance of 326,615 shares represents about 0.25 % dilution based on the latest share count.

What triggers accelerated vesting of the RSUs?

The award includes double-trigger acceleration, typically requiring both a change-of-control and termination event.