Insider Buying: Coliseum Increases Sonos (SONO) Holding to 14.93M Shares

Rhea-AI Filing Summary

Coliseum Capital-affiliated filers reported purchases of Sonos Inc. common stock on 08/07/2025 and 08/08/2025, acquiring a total of 182,406 shares (127,406 and 55,000 shares). The transactions were executed at weighted-average prices of $10.61 and $11.21, respectively. Following these purchases the reporting group beneficially owned 14,930,280 shares of Sonos common stock.

The reported shares are held directly by Coliseum Capital Partners, L.P. and a separate advisory account; related entities and managers (including Christopher Shackelton and Adam Gray) disclaim beneficial ownership except to the extent of pecuniary interest. Footnotes state the first tranche was bought at prices ranging from $10.31 to $10.88 and the second from $11.07 to $11.33.

Positive

• Insider purchases totaling 182,406 shares (127,406 on 08/07/2025 and 55,000 on 08/08/2025), showing active accumulation
• Weighted-average execution prices disclosed ($10.61 and $11.21) with provided per-tranche price ranges ($10.31–$10.88 and $11.07–$11.33)
• Beneficial ownership increased to 14,930,280 shares, indicating a material stake held by Coliseum Capital entities and affiliated accounts

Negative

• None.

Insights

Financial Analyst

TL;DR: Significant insider purchases totaling 182,406 shares signal management-related buying at low-double-digit prices.

The transactions increase the reporting group's beneficial stake to 14.93 million shares, reflecting continued accumulation through both a partnership and a separate advisory account. The purchases occurred at weighted-average prices of $10.61 and $11.21, with disclosed price ranges. For investors, concentrated purchases by a >10% owner can be interpreted as a positive signal about management or investor conviction, and the absolute size of the stake is material relative to a typical institutional position.

Corporate Governance Expert

TL;DR: Buying by related entities is material but disclaimers and indirect holding structure require careful interpretation.

The filing shows direct holdings by a partnership and a separate account with managers who have ownership interests in the adviser and general partner. The filers explicitly disclaim beneficial ownership except for pecuniary interest, which is a standard disclosure that affects governance interpretation. While purchases are noteworthy, the indirect ownership structure and disclaimers mean the transactions should be reviewed alongside governance disclosures and ownership schedules for full context.

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
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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)
08/07/2025

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")	08/07/2025		P		127,406	A	$10.61(1)	14,875,280	I	See Footnotes(2)(3)
Common Stock	08/08/2025		P		55,000	A	$11.21(4)	14,930,280	I	See Footnotes(2)(3)(5)

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 $10.31 to $10.88, 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 $11.07 to $11.33, 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. Following the transactions reported herein, CCP directly owned 12,172,013 shares of Common Stock and the Separate Account directly owned 2,758,267 shares of Common Stock.

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	08/11/2025
	Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	08/11/2025
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	08/11/2025
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	08/11/2025
	Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	08/11/2025
	** Signature of Reporting Person	Date
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FAQ

Who filed the Form 4 for Sonos (SONO)?

The Form 4 was filed by Coliseum Capital Management, LLC and related entities including Coliseum Capital, LLC, Coliseum Capital Partners, L.P., and individuals Christopher S. Shackelton and Adam Gray.

What transactions were reported for SONO?

Purchases of common stock on 08/07/2025 (127,406 shares) and 08/08/2025 (55,000 shares), totaling 182,406 shares.

At what prices were the SONO shares acquired?

Weighted-average prices reported were $10.61 for the first tranche (range $10.31–$10.88) and $11.21 for the second tranche (range $11.07–$11.33).

How many Sonos shares does Coliseum beneficially own after these transactions?

Following the reported purchases the reporting group beneficially owned 14,930,280 shares of Sonos common stock.

Are any derivative transactions reported on this Form 4 for SONO?

No. Table II for derivative securities contains no reported transactions; only non-derivative common stock purchases are disclosed.