Sonos Inc·4

May 18, 5:12 PM ET

Casey Saori 4

4 · Sonos Inc · Filed May 18, 2026

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

What Happened Casey Saori, Chief Financial Officer of Sonos (SONO), had 46,565 restricted stock units (RSUs vest and convert to common shares) on May 15, 2026. The company withheld 20,622 of those shares to satisfy federal and state tax withholding obligations at an implied price of $14.69 per share (total value withheld $302,937). The remaining shares from the vesting are effectively delivered to Saori (46,565 total vested − 20,622 withheld ≈ 25,943 net shares).

Key Details

  • Transaction date: May 15, 2026; Form 4 filed May 18, 2026.
  • Vesting/conversion: 46,565 RSUs converted into common stock (reported as derivative exercise/conversion, code M).
  • Tax withholding: 20,622 shares were withheld/disposed to cover taxes at $14.69/share for $302,937 (reported under code F); withholding is an exempt transaction under Section 16b-3(e).
  • Net shares delivered to insider (approx.): 25,943 (46,565 − 20,622).
  • Shares owned after transaction: not specified in the reported Form 4.
  • Footnotes: RSUs were previously granted, convert 1:1 to shares on vesting, subject to a multi-year vesting schedule (33.33% after first anniversary of Feb 15, 2024, then quarterly vesting) and double-trigger acceleration.

Context

  • This was not an open-market sale; it’s a routine settlement of vested RSUs with shares withheld to satisfy tax liabilities (a common administrative procedure, often called net share settlement or share withholding).
  • These transactions are considered awards/vesting rather than a signal of buy/sell intent; tax-withholding disposals do not reflect an insider choosing to sell shares on the market.

Insider Transaction Report

Form 4
Period: 2026-05-15
Casey Saori
Chief Financial Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2]
    2026-05-15+46,565219,365 total
  • Tax Payment

    Common Stock

    [F3]
    2026-05-15$14.69/sh20,622$302,937198,743 total
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F1][F4]
    2026-05-1524,875271,049 total
    Common Stock (24,875 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F1][F5]
    2026-05-1521,690249,359 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|2026-05-18

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT