|4Feb 17, 5:11 PM ET

Casey Saori 4

4 · Sonos Inc · Filed Feb 17, 2026

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Sonos (SONO) CFO Casey Saori Receives RSUs; Shares Withheld

What Happened Casey Saori, Chief Financial Officer of Sonos, had 46,565 restricted stock units (RSUs) vest and convert into common shares on February 13, 2026. The company withheld 16,477 of those shares to satisfy tax withholding obligations at $16.29 per share, generating proceeds of $268,410. The net shares delivered to Saori after withholding were 30,088 shares. This was a routine vesting/settlement of RSUs, not an open-market purchase or sale.

Key Details

  • Transaction date: February 13, 2026; Form 4 filed February 17, 2026 (filed within the usual 2-business-day window).
  • Gross shares vesting/issued: 46,565 RSUs converted to shares.
  • Shares withheld for taxes: 16,477 @ $16.29 = $268,410.
  • Net shares delivered to insider: 30,088 shares (46,565 vested − 16,477 withheld).
  • Filing notes: Vesting/settlement of RSUs (no cash consideration). Withholding is an exempt transaction under Rule 16b-3(e) to cover tax liabilities.
  • Vesting schedule/terms (from footnotes): RSUs vest over time (initial 33.33% after first anniversary, then quarterly over two years, subject to continued employment and double-trigger acceleration).

Context

  • This filing reflects routine equity compensation settlement and tax withholding (common for RSU vesting), not a market sale indicating sentiment. The derivative/“M” codes reflect conversion/settlement of RSUs into shares; the “F” code reflects shares withheld to cover taxes. The filing does not report total post-transaction beneficial ownership in this Form 4.

Insider Transaction Report

Form 4
Period: 2026-02-13
Casey Saori
Chief Financial Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2]
    2026-02-13+46,565189,277 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-13$16.29/sh16,477$268,410172,800 total
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F1][F4]
    2026-02-1324,875317,614 total
    Common Stock (24,875 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F1][F5]
    2026-02-1321,690295,924 total
    Common Stock (21,690 underlying)
Footnotes (5)
  • [F1]Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
  • [F2]Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting and settlement for no consideration.
  • [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.
  • [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.
  • [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.
Signature
/s/ Rebecca Schuster by power of attorney|2026-02-17

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT