11/13/2025 | Press release | Distributed by Public on 11/13/2025 15:48
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units | (1) | 11/11/2025 | A | 46,911 | (2) | (2) | Common Stock | 46,911 | $ 0 | 46,911 | D | ||||
| Performance Share Units | (1) | 11/11/2025 | A | 53,592 | (3) | (3) | Common Stock | 53,592 | $ 0 | 53,592 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lazarus Edward P C/O SONOS, INC. 301 COROMAR DRIVE SANTA BARBARA, CA 93117 |
Chief Legal & Bus Dev Officer | |||
| /s/ Rebecca Schuster by power of attorney | 11/13/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each performance share unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting and settlement for no consideration. |
| (2) | Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of pre-established one year performance goals, as determined by the Compensation and People Committee (the "Committee"). These PSUs were granted on December 15, 2023. The number of shares reported represents the number of PSUs that were earned for fiscal 2025 as a result of the achievement of performance criteria, as determined by the Committee on November 11, 2025. PSUs awards have a three-year vesting term based on continued employment, and, to the extent earned, will vest upon Committee approval of performance attainment at the end of the three-year term. |
| (3) | Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of pre-established one year performance goals, as determined by the Committee. These PSUs were granted on November 15, 2024. The number of shares reported represents the number of PSUs that were earned for fiscal 2025 as a result of the achievement of performance criteria, as determined by the Committee on November 11, 2025. PSUs awards have a three-year vesting term based on continued employment, and, to the extent earned, will vest upon Committee approval of performance attainment at the end of the three-year term. |