Sonder receives Nasdaq MVPHS notice with 180-day cure window

Rhea-AI Filing Summary

Sonder Holdings Inc. reported a Nasdaq compliance deficiency. On October 21, 2025, Nasdaq notified the company that it no longer meets the Market Value of Publicly Held Shares requirement of $15,000,000 under Listing Rule 5450(b)(3)(C). Sonder has 180 calendar days, until April 20, 2026, to regain compliance by maintaining a MVPHS of $15,000,000 for at least ten consecutive business days.

The notice has no immediate effect on the listing or trading of Sonder’s common stock (SOND) or publicly traded warrants (SONDW) on the Nasdaq Global Select Market.

Positive

• None.

Negative

• Nasdaq MVPHS deficiency notice; must reach $15,000,000 for 10 consecutive business days by April 20, 2026

Insights

Equity market structure analyst

Nasdaq MVPHS deficiency adds listing risk but no immediate impact.

Sonder was notified on October 21, 2025 that its Market Value of Publicly Held Shares fell below the $15,000,000 threshold required by Nasdaq Listing Rule 5450(b)(3)(C). To regain compliance, it must sustain a MVPHS at or above $15,000,000 for 10 consecutive business days within the 180-day window.

The notice does not affect trading now, but prolonged non-compliance can lead to delisting proceedings, which may affect liquidity and index eligibility. Actual outcomes depend on market valuation over time and any company actions permitted under exchange rules.

The key milestone is the cure deadline on April 20, 2026; subsequent disclosures may indicate progress toward maintaining the required MVPHS streak.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 21, 2025

SONDER HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware						001-39907			85-2097088
(State or other jurisdiction of incorporation)						(Commission File Number)			(I.R.S. Employer Identification No.)
447 Sutter St., Suite 405 #542
San Francisco,			California						94108
(Address of principal executive offices)									(Zip Code)

(617) 300-0956

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)

☐ Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))

☐ Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

SOND

The Nasdaq Stock Market LLC

Warrants, each 20 warrants exercisable for one share of Common Stock at an exercise price of $230.00 per share

SONDW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 21, 2025, Sonder Holdings Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon Nasdaq’s review of the Company’s Market Value of Publicly Held Shares (“MVPHS”) for the last thirty (30) consecutive business days prior to the date of the Notice, the Company no longer meets the requirements of Nasdaq Listing Rule 5450(b)(3)(C) (the “Listing Rule”), which requires listed securities to maintain a minimum MVPHS of $15,000,000. The Notice stated that the Company had 180 calendar days, or until April 20, 2026, to regain compliance with the Listing Rule by maintaining a MVPHS of $15,000,000 for a minimum of ten (10) consecutive business days. The Notice has no immediate effect on the listing or trading of the Company’s common stock or publicly traded warrants on the Nasdaq Global Select Market.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Sonder Holdings Inc.
Date: October 24, 2025			By:			/s/ Janice Sears
			Name:			Janice Sears
			Title:			Interim Chief Executive Officer

FAQ

What did Sonder (SOND) announce in its latest 8-K?

Sonder received a Nasdaq notice that its Market Value of Publicly Held Shares is below the required $15,000,000 threshold.

What is the compliance deadline for SOND?

Sonder has 180 days, until April 20, 2026, to regain compliance by meeting the MVPHS requirement.

What must Sonder achieve to regain Nasdaq compliance?

Maintain a MVPHS of at least $15,000,000 for ten consecutive business days within the cure period.

Does the Nasdaq notice affect SOND or SONDW trading now?

No. The notice has no immediate effect on the listing or trading of SOND or SONDW.

Which Nasdaq rule is cited for SOND’s deficiency?

Nasdaq Listing Rule 5450(b)(3)(C), which sets the $15,000,000 MVPHS minimum.

Which securities are listed for Sonder?

Common stock SOND and publicly traded warrants SONDW on the Nasdaq Global Select Market.