Form 4: Sonos CFO Saori Casey Awarded Performance Share Units

Sonos Inc. Chief Financial Officer Saori Casey was awarded 185,444 performance share units (PSUs) on November 11, 2025, following the achievement of fiscal 2025 performance criteria.

Summary

• Sonos Inc. Chief Financial Officer Saori Casey was awarded a total of 185,444 Performance Share Units (PSUs) on November 11, 2025.
• This total includes 130,246 PSUs originally granted on February 15, 2024, and 55,198 PSUs originally granted on November 15, 2024.
• The PSUs were earned for fiscal year 2025 as a result of the achievement of pre-established one-year performance goals, as determined by the Compensation and People Committee.
• Each PSU represents a contingent right to receive one share of Sonos Common Stock upon vesting and settlement for no consideration.
• The awards have a three-year vesting term, contingent on continued employment and Committee approval of performance attainment at the end of the three-year term.

Sentiment

Score: 7

Explanation: The filing indicates that the company's Compensation and People Committee determined that performance criteria for fiscal 2025 were met, leading to the earning of performance share units by the CFO. This suggests positive operational performance for the period.

Positives

• The award of 185,444 Performance Share Units to the CFO indicates that pre-established fiscal 2025 performance goals were achieved.
• Performance Share Units align the executive's incentives with shareholder value creation over a three-year vesting period.

Risks

• The PSUs are contingent rights and will only convert to common stock upon vesting, which is subject to continued employment and Committee approval of performance attainment at the end of the three-year term.
• The actual number of shares received can range from 0% to 200% of the target award based on performance achievement.

Future Outlook

The PSUs have a three-year vesting term, contingent on the CFO's continued employment and the Compensation and People Committee's approval of performance attainment at the end of the term. The actual number of shares received can vary between 0% and 200% of the target award based on future performance.

Management Comments

• 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 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.

Industry Context

The award of performance-based equity compensation like PSUs is a common practice in publicly traded companies to incentivize executive performance and align management interests with long-term shareholder value. This filing reflects a standard component of executive compensation packages within the technology and consumer electronics sectors.

Comparison to Industry Standards

• Performance Share Units (PSUs) are a widely adopted form of long-term incentive compensation for executives across various industries, including technology and consumer electronics.
• Companies like Apple, Google (Alphabet), and Microsoft frequently utilize similar performance-based equity awards to motivate leadership and tie compensation to specific financial or operational achievements.
• The structure, including a multi-year vesting period and performance multipliers (0% to 200%), is consistent with best practices aimed at fostering sustained performance and retention.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential future dilution upon vesting of PSUs, but also benefit from incentivized executive performance tied to company goals.
• Employees: Reflects standard executive compensation practices, potentially signaling a healthy performance culture.

Next Steps

• Continued employment of the CFO for the three-year vesting term.
• Future determination by the Compensation and People Committee regarding performance attainment at the end of the three-year vesting term for the PSUs to fully vest.

Key Dates

Keywords

Sonos, SONO, Saori Casey, CFO, Performance Share Units, PSU, executive compensation, insider transaction, Form 4