Sonos (NASDAQ: SONO) expands board, appoints three new independent directors

Rhea-AI Filing Summary

Sonos, Inc. reported that its board of directors increased in size from eight to ten members and appointed three new independent directors, Carmine Arabia, Mandy Fields and Joe Kennedy, effective January 12, 2026. Mr. Arabia was named a Class II director with a term ending at the 2026 annual meeting, Ms. Fields a Class III director with a term ending at the 2027 annual meeting, and Mr. Kennedy a Class I director with a term ending at the 2028 annual meeting, each serving until a successor is elected or qualified.

The board determined that all three are independent under Nasdaq listing standards. They were not appointed pursuant to any arrangements with other persons and have no related-party transactions requiring disclosure. Each new director will receive Sonos’s standard non‑employee director compensation, and the company will enter into its standard indemnification agreement with them. Sonos also issued a press release announcing the appointments, which is furnished as an exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

January 12, 2026

SONOS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38603

03-0479476

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

301 Coromar Drive

Santa Barbara, California 93117

(Address of principal executive offices, including zip code)

(805) 965-3001

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2):

☐			Written communications 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 Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value			SONO			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. o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2026, the board of directors (the “Board”) of Sonos, Inc. (“Sonos” or the “Company”) increased the size of the Board from eight to ten members and appointed Carmine Arabia, Mandy Fields and Joe Kennedy (each a “New Director” and collectively, the “New Directors”) to the Board, effective immediately. Mr. Arabia was appointed as a Class II director for a term expiring at the 2026 Annual Meeting of Stockholders, Ms. Fields was appointed as a Class III director for a term expiring at the 2027 Annual Meeting of Stockholders and Mr. Kennedy was appointed as a Class I director for a term expiring at the 2028 Annual Meeting of Stockholders, in each case, until his or her successor is duly elected or qualified. The New Directors were not appointed to any committees of the Board at this time.

There is no arrangement or understanding between a New Director and any other person pursuant to which they were appointed as a director. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board affirmatively determined that each New Director is independent within the meaning of Nasdaq Listing Standards.

The New Directors will receive the previously disclosed standard compensation available to the Company’s non-employee directors. The Company will also enter into its standard form of indemnification agreement with each New Director.

Item 7.01 Regulation FD Disclosure.

On January 12, 2026, Sonos issued a press release announcing the appointment of the New Directors. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.
99.1			Press release dated January 12, 2026.
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 hereunto duly authorized.

						SONOS, INC.
Date: January 12, 2026			By:			/s/ Eddie Lazarus
						Eddie Lazarus Chief Legal and Business Development Officer

FAQ

What board changes did Sonos (SONO) disclose in this 8-K?

Sonos disclosed that its board of directors increased from eight to ten members and that Carmine Arabia, Mandy Fields and Joe Kennedy were appointed as new directors effective January 12, 2026.

What are the board terms for the new Sonos (SONO) directors?

Carmine Arabia is a Class II director with a term expiring at the 2026 annual meeting, Mandy Fields is a Class III director with a term expiring at the 2027 annual meeting, and Joe Kennedy is a Class I director with a term expiring at the 2028 annual meeting.

Are the new Sonos (SONO) directors considered independent?

The board affirmatively determined that each of the new directors is independent within the meaning of Nasdaq Listing Standards.

Do the new Sonos (SONO) directors have any related-party transactions to disclose?

Sonos stated there are no transactions involving any new director that require disclosure under Item 404(a) of Regulation S-K.

What compensation will the new Sonos (SONO) directors receive?

The new directors will receive the previously disclosed standard compensation available to Sonos’s non‑employee directors, and each will enter into the company’s standard indemnification agreement.

Did Sonos (SONO) assign the new directors to any board committees?

Sonos reported that the new directors were not appointed to any board committees at this time.

How did Sonos (SONO) publicly announce the new director appointments?

Sonos issued a press release on January 12, 2026 announcing the appointment of the new directors and furnished it as Exhibit 99.1.