Sonos, Inc. (SONO) investor group reports 15.3% ownership in new 13D

Rhea-AI Filing Summary

Coliseum Capital Management, related Coliseum funds, and principals Adam Gray and Christopher Shackelton filed a Schedule 13D on Sonos, Inc., reporting beneficial ownership of 18,070,762 shares of common stock, or 15.3% of the 118,293,979 shares outstanding as of July 20, 2026.

Coliseum Capital Partners, L.P. directly owns 12,923,136 shares (10.9%), Coliseum Capital Co-Invest IV, L.P. owns 2,120,482 shares (1.8%), and a separate account managed by Coliseum Capital Management holds 3,027,144 shares. Christopher Shackelton serves on Sonos’s board of directors. The investors state they acquired the stake for investment purposes and may purchase or dispose of shares and evaluate potential extraordinary transactions, as well as discuss operations, strategy, governance, and capital structure with Sonos management and other stakeholders.

Filing Explained

The filing changes Coliseum’s reporting status to Schedule 13D; it reports no new purchase in the prior 60 days and leaves its 15.3% stake disclosed.

Sonos is now covered by a Schedule 13D rather than the prior Schedule 13G because the reporting persons say they may no longer qualify for 13G; the filing changes the disclosure status and stated scope of possible actions, not the completion of a new transaction.

The reference definition describes Schedule 13D as the form for an ownership-above-5% holder that may seek to influence control. In this filing, the group retains reported shared voting and dispositive power over 15.3% of Sonos common stock and describes possible purchases, disposals, governance or capital-structure proposals, and discussions with stakeholders.

The filing directly qualifies its acquisition-style presentation: Item 5(c) states that the reporting persons effected no Sonos stock transactions during the 60 days preceding the filing, so the document does not establish a new purchase during that period.

A later Schedule 13D amendment would be the identified filing path for changes to the group's ownership, plans, or proposals.

Key Figures

Shares beneficially owned by reporting group: 18,070,762 shares Percent of Sonos common stock owned: 15.3 % Shares outstanding: 118,293,979 shares +5 more

8 metrics

Shares beneficially owned by reporting group 18,070,762 shares Sonos common stock reported in Schedule 13D

Percent of Sonos common stock owned 15.3 % Of 118,293,979 shares outstanding as of July 20, 2026

Shares outstanding 118,293,979 shares Sonos common stock outstanding as of July 20, 2026

CCP direct holdings 12,923,136 shares Coliseum Capital Partners, L.P. Sonos common stock (10.9 %)

CCC IV direct holdings 2,120,482 shares Coliseum Capital Co-Invest IV, L.P. Sonos common stock (1.8 %)

Separate account holdings 3,027,144 shares Sonos common stock held by separate account managed by CCM

Capital used by CCP $171,513,406.75 Working capital used to purchase Sonos common stock

Capital used by CCC IV $32,376,075.46 Working capital used to purchase Sonos common stock

Key Terms

Schedule 13D, beneficial ownership, separate account, dispositive power, +1 more

5 terms

Schedule 13D regulatory

"This supersedes the Schedule 13G as last amended"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial ownership regulatory

"The information relating to the beneficial ownership of the Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

separate account financial

"a separate account investment advisory client of CCM (the "Separate Account")"

A separate account is a pool of investments legally kept apart from a firm’s general assets and managed specifically for a particular client, group of clients, or an insurance contract — like a dedicated suitcase of investments instead of putting everything in one closet. It matters to investors because it determines who absorbs gains or losses, usually offers protection from the firm’s creditors, and can have different fees, liquidity and rules than the firm’s main asset pool.

dispositive power regulatory

"Sole Dispositive Power 0.00 10 | Shared Dispositive Power 18,070,762.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

joint filing Agreement regulatory

"Exhibit 1 - Joint filing Agreement, dated May 15, 2026"

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Available on EDGAR 08/03/2026 - 04:15 PM Accepted by SEC EDGAR 08/03/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What stake in Sonos (SONO) did Coliseum Capital report in this Schedule 13D?

Coliseum Capital and related parties reported beneficial ownership of 18,070,762 Sonos shares, representing 15.3% of the company’s 118,293,979 outstanding common shares as of July 20, 2026, according to the Schedule 13D filing.

How are Coliseum Capital’s Sonos (SONO) shares distributed among its investment vehicles?

Coliseum Capital Partners, L.P. directly owns 12,923,136 shares, Coliseum Capital Co-Invest IV, L.P. owns 2,120,482 shares, and a separate account managed by Coliseum Capital Management holds 3,027,144 shares of Sonos common stock.

Why did Coliseum Capital switch from Schedule 13G to Schedule 13D for Sonos (SONO)?

The reporting persons state this Schedule 13D supersedes their prior Schedule 13G because they may no longer qualify to file on Schedule 13G, reflecting a change from purely passive to potentially more involved investment status.

What are Coliseum Capital’s stated intentions regarding its Sonos (SONO) investment?

They acquired the Sonos shares for investment purposes and may buy, hold, vote, trade, or dispose of stock, evaluate extraordinary transactions such as business combinations or asset sales, and discuss operations, governance, and capital structure with management and other investors.

How much capital did Coliseum Capital deploy to acquire its Sonos (SONO) position?

The filing reports CCP used $171,513,406.75, CCC IV used $32,376,075.46, and a separate advisory account used $38,313,508.49 of working capital to purchase Sonos common stock, reflecting substantial capital committed by Coliseum-managed vehicles.

Did Coliseum Capital trade Sonos (SONO) shares shortly before this Schedule 13D?

The reporting persons state they did not effectuate any transactions in Sonos common stock during the 60 days preceding the Schedule 13D filing, indicating no recent trading activity in the period covered.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Sonos, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

83570H108

(CUSIP Number)

C. Shackelton/A. Gray
105 Rowayton Avenue,
Rowayton, CT, 06853
203-883-0100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 83570H108

1

Name of reporting person

Coliseum Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,070,762.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,070,762.00

11

Aggregate amount beneficially owned by each reporting person

18,070,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.3 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 83570H108

1

Name of reporting person

Coliseum Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,043,618.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,043,618.00

11

Aggregate amount beneficially owned by each reporting person

15,043,618.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 83570H108

1

Name of reporting person

Coliseum Capital Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,923,136.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,923,136.00

11

Aggregate amount beneficially owned by each reporting person

12,923,136.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 83570H108

1

Name of reporting person

Coliseum Capital Co-Invest IV, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,120,482.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,120,482.00

11

Aggregate amount beneficially owned by each reporting person

2,120,482.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 83570H108

1

Name of reporting person

Adam Gray

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,070,762.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,070,762.00

11

Aggregate amount beneficially owned by each reporting person

18,070,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 83570H108

1

Name of reporting person

Christopher Shackelton

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,070,762.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,070,762.00

11

Aggregate amount beneficially owned by each reporting person

18,070,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Sonos, Inc.
(c)	Address of Issuer's Principal Executive Offices: 301 Coromar Drive, Santa Barbara, CALIFORNIA , 93117.
Item 1 Comment: This Schedule 13D (this "Schedule 13D") supersedes the Schedule 13G as last amended by Amendment No. 4 filed on May 15, 2026 with the Securities and Exchange Commission (the "SEC") by Coliseum Capital Management, LLC ("CCM"), Coliseum Capital, LLC ("CC"), Coliseum Capital Partners, L.P. ("CCP"), Coliseum Capital Co-Invest IV, L.P. ("CCC IV"), Adam Gray ("Gray") and Christopher Shackelton ("Shackelton" and together with CCM, CC, CCP, CCC IV and Gray, the "Reporting Persons"), relating to shares of common stock, $0.001 par value per share (the "Common Stock"), of Sonos, Inc. (the "Issuer"). Shackelton is a member of the board of directors of the Issuer. This Schedule 13D is being filed because the Reporting Persons may no longer qualify to file on Schedule 13G. See Item 4 below.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed on behalf of CCM, CC, CCP, CCC IV, Gray and Shackelton.
(b)	The business address of the Reporting Persons is 105 Rowayton Avenue, Rowayton, CT 06853.
(c)	CCM is the investment adviser to CCP and CCC IV, each of which is an investment limited partnership. CC is the General Partner of CCP and CCC IV. Gray and Shackelton are the managers of CC and CCM.
(d)	During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
(f)	(i) CCM is a Delaware limited liability company; (ii) CC is a Delaware limited liability company; (iii) CCP is a Delaware limited partnership; (iv) CCC IV is a Delaware limited partnership; (v) Gray is a United States citizen; and (vi) Shackelton is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	The source and amount of funds used in purchasing the Common Stock by the Reporting Persons and a separate account investment advisory client of CCM (the "Separate Account") were as follows: Purchaser Source of Fund Amounts CCP Working Capital $171,513,406.75 CCC IV Working Capital $32,376,075.46 Separate Account Working Capital $38,313,508.49
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the Common Stock for investment purposes, and such purposes were made in the Reporting Persons' ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Common Stock, changes in the Issuer's operations, business strategy or prospects, or from a sale or merger of the Issuer and evaluate plans and proposals for potential extraordinary transactions involving the Issuer such as potential business combinations, asset sales and financing transactions. To evaluate such alternatives, the Reporting Persons routinely will monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, legal, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons' modifying their ownership of the Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other plans and/or make other proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or dispose of all Common Stock beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
Item 5.	Interest in Securities of the Issuer
(a)	The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 118,293,979 shares of Common Stock outstanding as of July 20, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on July 29, 2026.
(b)	The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein.
(c)	The Reporting Persons did not effectuate any transactions in the Common Stock of the Issuer during the sixty days preceding the filing of this Schedule 13D.
(d)	Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	CCM is the investment adviser to CCP and CCC IV, each of which is an investment limited partnership. CC is the General Partner of CCP and CC CCC IV. Gray and Shackelton are the managers of CC and CCM. The Reporting Persons may be deemed to be members of a group with respect to the Common Stock owned directly by CCP and a separate account managed by CCM (the "Separate Account"). CCP is the direct owner of 12,923,136 shares of Common Stock; CCC IV is the direct owner of 2,120,482 shares of Common Stock; and the Separate Account is the direct owner of 3,027,144 shares of Common Stock. The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is filed as Exhibit 1 to this Schedule 13D.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Joint filing Agreement, dated May 15, 2026 (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on May 15, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Coliseum Capital Management, LLC

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	08/03/2026

Coliseum Capital, LLC

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	08/03/2026

Coliseum Capital Partners, L.P.

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	08/03/2026

Coliseum Capital Co-Invest IV, L.P.

Signature:	by: Coliseum Capital, LLC, its General Partner, /s/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	08/03/2026

Adam Gray

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	08/03/2026

Christopher Shackelton

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	08/03/2026

Comments accompanying signature:

Signature Comments Executed by Chivonne Cassar pursuant to a Power of Attorney which is incorporated herein by reference to Exhibit 24.1 to the Form 3 filed by Coliseum Capital Management, LLC on April 7, 2025.