Coliseum Capital entities boost Sonos (NASDAQ: SONO) stake with 647K-share buys

Rhea-AI Filing Summary

Investment entities associated with Coliseum Capital reported open-market purchases of Sonos common stock. Coliseum Capital Partners, Coliseum Capital Co-Invest IV, and a separate account advised by Coliseum Capital Management bought a total of 647,210 shares between February 12 and 17 in three transactions. Reported prices range from $15.40 to $16.30 per share based on weighted-average pricing. After these trades, the entities together directly held over 16 million Sonos shares, while Christopher Shackelton, Adam Gray, and the Coliseum entities each disclaim beneficial ownership beyond their pecuniary interest.

Insights

Equity ownership analyst

Coliseum-linked entities increased their indirect stake in Sonos through open-market buys.

Investment vehicles advised by Coliseum Capital Management acquired 647,210 shares of Sonos common stock in the open market over several days, at weighted-average prices within disclosed ranges between $15.40 and $16.30 per share.

The filing shows the shares are held by Coliseum Capital Partners, Coliseum Capital Co-Invest IV, and a separate advisory account, with Christopher Shackelton and Adam Gray as managers who disclaim beneficial ownership except for their pecuniary interests. This points to accumulation by these investment entities rather than personal insider trading.

Following the reported purchases as of February 17, Coliseum Capital Partners directly owned 12,172,013 shares, Coliseum Capital Co-Invest IV held 1,280,283 shares, and the separate account held 2,858,267 shares. Subsequent filings may provide further detail if position sizes or ownership status change.

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)
02/12/2026

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")	02/12/2026		P		100,000	A	$16.11(1)	15,763,353	I	See Footnotes(2)(3)(6)
Common Stock	02/13/2026		P		257,210	A	$15.74(4)	16,020,563	I	See Footnote(2)(3)(6)
Common Stock	02/17/2026		P		290,000	A	$15.59(5)	16,310,563	I	See Footnote(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)

1. Name and Address of Reporting Person^*

Coliseum Capital Co-Invest IV, 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)

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 $15.84 to $16.30, 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") and Coliseum Co-Invest IV, L.P. ("CCC IV"), each of which are 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 $15.48 to $15.90, 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 $15.40 to $15.74, 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 12,172,013 shares of Common Stock, CCC IV directly owned 1,280,283 shares of Common Stock and the Separate Account directly owned 2,858,267 shares of Common Stock.

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	02/17/2026
	Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	02/17/2026
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	02/17/2026
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	02/17/2026
	Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	02/17/2026
	Coliseum Capital Co-Invest IV, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	02/17/2026
	** 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

What did Coliseum-related entities report in this Sonos (SONO) Form 4?

They reported open-market purchases of 647,210 Sonos common shares across three transactions. The shares were bought between February 12 and 17 and are held by Coliseum Capital Partners, Coliseum Capital Co-Invest IV, and a separate advisory account of Coliseum Capital Management.

At what prices did the Coliseum-affiliated entities buy Sonos (SONO) shares?

The reported weighted-average prices reflect trades within ranges from $15.40 to $16.30 per share. Each transaction’s column 4 price is a weighted average, and the filing notes that detailed trade-by-trade pricing within those ranges is available upon request to the issuer or the SEC.

How many Sonos (SONO) shares do Coliseum-related entities hold after these transactions?

After the reported purchases, Coliseum Capital Partners directly owned 12,172,013 shares, Coliseum Capital Co-Invest IV held 1,280,283 shares, and the separate advisory account held 2,858,267 shares of Sonos common stock, according to the ownership footnote in the filing.

Are the Sonos (SONO) share purchases attributed personally to Shackelton or Gray?

No. The filing states that Christopher Shackelton and Adam Gray are managers with ownership interests in the managing entities but disclaim beneficial ownership of the Sonos shares except to the extent of their pecuniary interest, so the purchases are attributed to the investment entities.

What type of transactions were reported in this Sonos (SONO) Form 4?

The Form 4 reports open-market purchases of Sonos common stock, coded “P” for purchases of non-derivative securities. All three transactions involve indirect ownership by investment partnerships and a separate account advised by Coliseum Capital Management, rather than direct insider accounts.

How many total Sonos (SONO) shares were bought in this Form 4?

The filing shows a net purchase of 647,210 Sonos common shares across three transactions. Individual trades were for 100,000 shares, 257,210 shares, and 290,000 shares, all reported as indirect acquisitions by Coliseum-advised investment entities rather than by individuals.