[Form 4] Sonos, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Coliseum Capital Management and affiliated entities have significantly increased their stake in Sonos (SONO) through multiple purchases between June 20-24, 2025. The transactions include:

• June 20: Acquired 238,000 shares at avg. price of $9.92
• June 23: Purchased 73,530 shares at avg. price of $9.89
• June 24: Added 111,898 shares at avg. price of $10.34

Following these transactions, Coliseum's total beneficial ownership reached 13,193,104 shares, with holdings split between Coliseum Capital Partners, L.P. (10,673,899 shares) and a separate account (2,519,205 shares). The filing indicates Coliseum maintains a 10% owner status in Sonos. Key individuals involved include Christopher Shackelton and Adam Gray as managers of Coliseum Capital Management and Coliseum Capital LLC.

Positive

• Significant insider buying: Coliseum Capital Management (10% owner) purchased a total of 423,428 shares over three days (June 20-24, 2025)
• Increasing position size: Total beneficial ownership increased to 13,193,104 shares, showing strong confidence from a major institutional investor
• Ascending purchase price pattern: Willingness to buy at incrementally higher prices ($9.92, $9.89, $10.34) suggests confidence in stock's upward potential

Negative

• High concentration risk: Single institutional investor (Coliseum Capital) controls over 10% of company shares
• Multiple affiliated entities involved in ownership structure could complicate shareholder governance

Insights

Institutional Ownership Analyst

This Form 4 filing reveals significant accumulation of Sonos shares by Coliseum Capital Management, a sophisticated investment management firm known for active involvement in its portfolio companies. Over just three trading days (June 20-24, 2025), Coliseum purchased 423,428 additional shares at prices ranging from $9.77 to $10.36, investing approximately $4.2 million to increase their already substantial position.

Following these transactions, Coliseum now beneficially owns 13,193,104 shares through its various entities. The purchase pattern shows accelerating acquisition at gradually increasing prices, suggesting growing conviction in their thesis. Most telling is that Coliseum was already a 10% owner before these purchases, indicating this isn't initial position building but rather a deliberate stake increase by an investor with deep knowledge of the company.

For context, Coliseum has a history of taking activist positions and seeking board representation in companies they believe are undervalued. This continued investment likely signals they see significant upside from current levels. Other investors should monitor for potential 13D amendments that might reveal Coliseum's strategic intentions, which could include pushing for operational changes, capital allocation shifts, or even exploring strategic alternatives.

Technical Analysis Specialist

This insider buying pattern creates a compelling technical setup for Sonos shares. The transaction prices reveal important technical support levels between $9.77-$9.97, where Coliseum made significant purchases. Most notably, the increasing purchase price points ($9.92 → $9.89 → $10.34) suggest Coliseum was willing to continue accumulating even as prices rose, indicating strong conviction and potentially establishing a new price floor.

The timing is particularly significant as Coliseum bought into apparent strength on the third day, with purchases at prices up to $10.36. This demonstrates confidence that the stock has upward momentum beyond the $10 psychological barrier. From a volume perspective, these purchases likely represented meaningful market participation given their size (423,428 shares), potentially influencing near-term price discovery.

Technically, this activity could trigger additional institutional interest, as large players often view smart money accumulation as a positive signal. With a 10%+ owner continuing to build their position, the risk/reward ratio appears favorable from a technical standpoint, especially if the stock can maintain support above the $9.80 level established by these transactions.

Corporate Governance Expert

Coliseum Capital's increased ownership position in Sonos raises important governance considerations. With their ownership now at 13,193,104 shares following these transactions, they've strengthened their position as a significant influencer on corporate decisions. The filing shows five different reporting persons connected to Coliseum, including managing partners Christopher Shackelton and Adam Gray, indicating a sophisticated ownership structure designed for maximum flexibility.

As a 10% owner, Coliseum already has substantial leverage in discussions with management, but this incremental investment suggests they may be preparing to exercise greater influence. Based on Coliseum's history with other portfolio companies, this could presage a push for board representation, operational restructuring, or changes to capital allocation policies.

For other Sonos shareholders, this development could be a double-edged sword. On one hand, Coliseum's increasing stake signals confidence in the company's value and could align with other shareholders' interests in enhancing returns. Conversely, their growing influence could lead to strategic decisions that prioritize short to medium-term returns over longer-term innovation investments, potentially creating governance tensions. The concentrated ownership structure also reduces the effective public float, which has implications for stock liquidity and governance dynamics.

Event-Driven Investment Strategist

Coliseum Capital's accelerated share accumulation pattern – 423,428 shares over just three consecutive trading days – strongly signals a potential catalyst on the horizon for Sonos. This rapid position building by a sophisticated institutional investor often precedes significant corporate events or strategic shifts.

The timing of these purchases warrants particular attention. At $9.89-$10.34 per share, Sonos is trading significantly below its historical highs, suggesting Coliseum sees substantial undervaluation. Given Coliseum's investment approach historically focuses on special situations with identifiable catalysts, this could indicate they anticipate either: 1) upcoming product launches that will drive revenue growth, 2) potential cost-cutting initiatives to improve margins, 3) strategic alternatives including possible M&A activity, or 4) activist-driven changes to capital allocation policies including share repurchases or dividends.

The weighted average purchase prices (precisely documented in the filing's footnotes) demonstrate methodical accumulation rather than opportunistic buying, suggesting a carefully calculated investment thesis. For event-driven investors, Coliseum's actions provide a compelling signal to investigate potential near-term catalysts for Sonos that may not be fully appreciated by the broader market. The increasing purchase price trajectory further supports the thesis that Coliseum believes a value-enhancing event may be approaching.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sonos Inc [ SONO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value per share ("Common Stock")	06/20/2025		P		238,000	A	$9.92(1)	13,007,676	I	See Footnotes(2)(3)
Common Stock	06/23/2025		P		73,530	A	$9.89(4)	13,081,206	I	See Footnotes(2)(3)
Common Stock	06/24/2025		P		111,898	A	$10.34(5)	13,193,104	I	See Footnotes(2)(3)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shackelton Christopher S

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Coliseum Capital, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

COLISEUM CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gray Adam

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.80 to $10.09, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. The shares of Common Stock reported herein are held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser; and (b) a separate account investment advisory client of CCM (the "Separate Account").

3. Christopher S. Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.77 to $9.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.25 to $10.36, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

6. Following the transactions reported herein, CCP directly owned 10,673,899 shares of Common Stock and the Separate Account directly owned 2,519,205 shares of Common Stock.

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	06/24/2025
	Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	06/24/2025
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	06/24/2025
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	06/24/2025
	Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	06/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

How many SONO shares did Coliseum Capital Management purchase in June 2025?

Coliseum Capital Management made three purchases totaling 423,428 shares: 238,000 shares at $9.92 on June 20, 73,530 shares at $9.89 on June 23, and 111,898 shares at $10.34 on June 24, 2025.

What is Coliseum Capital's total ownership position in SONO after their June 2025 purchases?

Following the reported transactions, Coliseum Capital's total beneficial ownership reached 13,193,104 shares of SONO, with 10,673,899 shares held by Coliseum Capital Partners, L.P. and 2,519,205 shares held through a separate account.

What price range did Coliseum Capital pay for SONO shares in their June 24, 2025 purchase?

On June 24, 2025, Coliseum Capital purchased shares at prices ranging from $10.25 to $10.36 per share, with a weighted average price of $10.34.

Who are the key individuals involved in Coliseum Capital's SONO share purchases?

The key individuals are Christopher S. Shackelton and Adam Gray, who are managers of and have ownership interests in both Coliseum Capital Management, LLC (CCM) and Coliseum Capital, LLC (CC). The transactions were executed by Chivonne Cassar as attorney-in-fact.

Is Coliseum Capital considered a 10% owner of SONO?

Yes, Coliseum Capital is marked as a 10% owner of SONO in the Form 4 filing, as indicated by the 'X' in the 10% Owner checkbox for all reporting persons.