Coliseum funds boost Sonos (NASDAQ: SONO) stake with 611,279-share buy

Rhea-AI Filing Summary

Sonos Inc reported that investment entities managed by Coliseum Capital Management, LLC made open-market purchases of a combined 611,279 shares of Common Stock over three days. The shares were bought at weighted average prices of $14.90, $14.83 and $15.25 per share, within disclosed intraday ranges.

After these transactions, Coliseum Capital Partners, L.P. held 12,172,013 shares, Coliseum Capital Co-Invest IV, L.P. held 1,891,562 shares and a separate account client advised by Coliseum Capital Management held 2,858,267 shares. Christopher S. Shackelton and Adam Gray are managers of Coliseum Capital entities and each disclaims beneficial ownership except to the extent of any pecuniary interest.

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

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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)
02/23/2026

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")	02/23/2026		P		360,000	A	$14.9(1)	16,670,563	I	See Footnotes(2)(3)(6)
Common Stock	02/24/2026		P		133,259	A	$14.83(4)	16,803,822	I	See Footnotes(2)(3)(6)
Common Stock	02/25/2026		P		118,020	A	$15.25(5)	16,921,842	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)

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 $14.75 to $14.95, 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 $14.53 to $15.00, 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 $14.96 to $15.40, 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 1,891,562 shares of Common Stock and the Separate Account directly owned 2,858,267 shares of Common Stock.

	Coliseum Capital Management, LLC, By: /s/ Adam Cina, Attorney-in-fact, Adam Cina, Attorney-in-fact	02/25/2026
	Christopher Shackelton, By: /s/ Adam Cina, Attorney-in-fact, Adam Cina, Attorney-in-fact	02/25/2026
	Coliseum Capital, LLC, By: /s/ Adam Cina, Attorney-in-fact, Adam Cina, Attorney-in-fact	02/25/2026
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Adam Cina , Attorney-in-fact, Adam Cina, Attorney-in-fact	02/25/2026
	Adam Gray, By: /s/ Adam Cina, Attorney-in-fact, Adam Cina, Attorney-in-fact	02/25/2026
	Coliseum Capital Co-Invest IV, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Adam Cina, Attorney-in-fact, Adam Cina, Attorney-in-fact	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

How many Sonos (SONO) shares did Coliseum-related entities buy?

Investment entities advised by Coliseum Capital Management bought a combined 611,279 Sonos common shares in the open market. These purchases occurred across three consecutive trading days, as disclosed in the Form 4 filing.

On what dates did the Coliseum entities purchase Sonos (SONO) shares?

The entities purchased Sonos shares on February 23, 24 and 25, 2026. Each day’s activity is reported separately in the Form 4, detailing share amounts, weighted average prices and pricing ranges for the executed trades.

What prices were paid for the Sonos (SONO) shares in these Form 4 trades?

The reported weighted average prices were $14.90, $14.83 and $15.25 per share. Footnotes explain the shares were bought in multiple trades within price ranges from $14.53 to $15.40, with full breakdowns available on request.

How many Sonos (SONO) shares do the Coliseum entities hold after these purchases?

After these transactions, Coliseum Capital Partners, L.P. held 12,172,013 shares, Coliseum Capital Co-Invest IV, L.P. held 1,891,562, and a Coliseum-advised separate account held 2,858,267 Sonos shares, according to the Form 4 footnotes.

Who are Christopher Shackelton and Adam Gray in relation to Sonos (SONO) shares?

Christopher S. Shackelton and Adam Gray are managers with ownership interests in Coliseum Capital entities that advise the Sonos shareholding funds. They each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests.

Are the Sonos (SONO) shares held directly by Coliseum Capital Management?

The Form 4 states the shares are held directly by Coliseum Capital Partners, L.P., Coliseum Capital Co-Invest IV, L.P. and a separate account client. Coliseum Capital Management, LLC acts as investment adviser rather than the direct registered holder.