Lazarus Edward P 4
4 · Sonos Inc · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Sonos (SONO) Chief Legal Officer Lazarus Receives RSU Shares
What Happened
Edward P. Lazarus, Sonos’ Chief Legal & Business Development Officer, had 42,980 restricted stock units (RSUs) vest and convert into common shares on February 13, 2026. The company withheld 15,242 of those shares to cover federal/state tax withholding at an effective price of $16.29 per share (total withheld value reported as $248,292). Net shares delivered to Lazarus after withholding were 27,738 (42,980 vested − 15,242 withheld). This was a vesting/settlement of awards rather than an open-market sale or purchase.
Key Details
- Transaction date: 2026-02-13; Form 4 filed 2026-02-17 (appears timely).
- Primary entries: 42,980 shares acquired on conversion/vesting (derivative settlement).
- Tax withholding: 15,242 shares disposed/withheld at $16.29/share for $248,292 to satisfy tax obligations (exempt under Section 16b-3(e)).
- Additional reported "disposed" lines at $0 represent the conversion/settlement mechanics of the RSUs (see footnotes).
- Shares owned after the transaction: not disclosed in the filing.
- Relevant footnotes: RSUs represent contingent rights to one share each (F1–F3); vesting schedule and double-trigger acceleration provisions described (F4–F6); withholding executed per the RSU agreement to cover tax liabilities (F3).
Context
- This was a routine RSU vesting and company withholding to satisfy tax obligations (a cashless-withholding mechanism), not an open-market sale. Such withholdings are administrative and don’t necessarily signal bullish or bearish insider sentiment.
- For simplicity: “M” entries indicate conversion/exercise of a derivative (RSU settlement), and “F” indicates shares withheld/issued to cover taxes.
Insider Transaction Report
Form 4
Sonos IncSONO
Lazarus Edward P
Chief Legal & Bus Dev Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-13+42,980→ 466,199 total - Tax Payment
Common Stock
[F3]2026-02-13$16.29/sh−15,242$248,292→ 450,957 total - Exercise/Conversion
Restricted Stock Units
[F2][F1][F4]2026-02-13−8,959→ 300,154 total→ Common Stock (8,959 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F1][F5]2026-02-13−18,905→ 281,249 total→ Common Stock (18,905 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F1][F6]2026-02-13−15,116→ 266,133 total→ Common Stock (15,116 underlying)
Footnotes (6)
- [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 based on the following schedule: (i) 1/12 of the shares subject to the RSUs vested on November 15, 2024 and (ii) the remaining RSUs vest quarterly over the next eleven quarters in equal quarterly installments, until such time as the RSUs are 100% vested, in each case subject to the continuing 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 of 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.
- [F6]These RSUs will vest over a two year period as follows: 1) 15% of the shares subject to the RSUs will vest quarterly in year 1 following the vesting commencement date of November 15, 2024 and 2) 10% of the shares subject to the RSUs will vest quarterly in year 2, in each case 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