sono-20260122

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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SONOS, INC.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Fellow Stockholders, Fiscal 2025 marked an important turning point for Sonos. After a year of rebuilding and refocusing, we enter Fiscal 2026 with a stronger foundation, a clearer strategy, and renewed confidence in our ability to create long-term value for customers and stockholders alike. Sonos has always stood for great sound and beautifully designed products. What makes us different is not any single device, but the system we’ve built for the home, one that connects music, movies, voices, rooms, and control into a seamless experience. Over the past year, we’ve taken meaningful steps to strengthen that system, restore operational excellence, and position the company for its next chapter of growth. Progress in Fiscal 2025 Last year was a transitional year, defined by hard work and necessary change. Our teams moved with urgency and focus to improve system reliability, responsiveness, and the core Sonos experience. We shipped dozens of software updates that strengthened performance across the platform and laid the groundwork for future innovation. At the same time, we rebuilt our hardware and software roadmaps so they now move in lockstep toward a single goal: leveraging our unique position in the home to deliver platform experiences that make Sonos more relevant, more differentiated, and more beloved by customers. We also strengthened the fundamentals of the business, reducing operating expenses by more than $100 million on a run-rate basis while continuing to invest in product and software innovation we believe will drive future growth. Along the way, we refreshed our leadership team and reorganized the company around clearer priorities and accountability.			Tom Conrad CEO Julius Genachowski Board Chair

Listening to our Stockholders and Strengthening our Governance

Active, year-round engagement with our stockholders remains a priority for both the Board and management. That dialogue continues to shape how we think about strategy, executive compensation and governance.

In response to stockholder feedback, and as described in more detail in this Proxy Statement, we have made several improvements to our compensation programs to further strengthen the link between pay and performance and to better align incentives with long-term stockholder interests. We have also taken meaningful steps to modernize our governance, including approving the phased declassification of the Board and eliminating certain supermajority voting requirements in our charter. Both matters are being submitted for stockholder approval at this year’s Annual Meeting.

Continuing to Enhance and Strengthen our Board

We believe strong governance begins with a strong Board and we continue to enhance our board with new independent directors, broadening the mix of skills, perspectives, and operating experience represented in the boardroom. On January 12, 2026, we announced the addition of three new members: Carmine Arabia, Vice President of Devices at Meta, Mandy Fields, Chief Financial Officer of e.l.f. Beauty, and Joe Kennedy, former Chief Executive Officer of Pandora Media.

Together, these new directors bring deep expertise across large-scale consumer platforms, finance, product development, AI, music, and partnerships. Their experience will be invaluable as Sonos evolves as a platform-led consumer technology company.

Looking Ahead

While others sell fragments, Sonos delivers every dimension of sound for the home, all connected into a single, cohesive system. The next chapter of our story is about building on that foundation to reinvent the category we created and to become the essential platform for seamless entertainment in the home.

Our hardware and software roadmaps are now aligned around delivering bold experiences, both familiar and entirely new, that extend the value of the Sonos system over time. We believe the home will increasingly be a place for rich, natural interaction with technology, including voice and AI-powered experiences. Sonos’ expertise in connected, voice-enabled hardware uniquely positions us to play a central role in how these interactions take shape, thoughtfully and at the right pace.

As this strategy unfolds, we remain focused on disciplined execution. We enter Fiscal 2026 with a strong hardware portfolio and expect to further expand the family with new products launching in the second half of the year. Just as importantly, we have proven our ability to restore excellence, make tough decisions, and build a durable foundation for long-term growth.

We are excited about the decade ahead and grateful for the continued support of our stockholders. We also want to thank our employees for their extraordinary efforts during this pivotal year.

Sincerely,


Tom Conrad CEO, Sonos Julius Genachowski Chair, Sonos

January 22, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Sonos, Inc. The Annual Meeting will be held on March 5, 2026. To allow for participation by all of our stockholders, regardless of their geographic location, the Annual Meeting will be held entirely online. You may attend the Annual Meeting online at the following website address: www.virtualshareholdermeeting.com/SONO2026 and by entering the 16-digit control number included on your Notice of Internet Availability, your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will begin at approximately 10:00 a.m., Pacific Time, with login beginning at 9:45 a.m., Pacific Time, via a live webcast on the internet.

The matters expected to be acted upon at the Annual Meeting are listed in the Notice of Annual Meeting of Stockholders and more fully described in the accompanying proxy statement. We have also made available or provided our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, which contains important business and financial information regarding Sonos.

Your vote is important. Whether or not you plan to attend the Annual Meeting, to ensure that your shares will be represented, please cast your vote as soon as possible via the internet or by telephone, or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend.


			Sincerely,

			Tom Conrad
			Chief Executive Officer and Director

YOUR VOTE IS IMPORTANT

Your vote is important. As described in your electronic proxy materials notice or on the enclosed paper proxy card and voting instructions, please vote by: (1) accessing the internet website, (2) calling the toll-free number, or (3) signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend online.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MARCH 5, 2026: THE PROXY STATEMENT, PROXY CARD AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.

SONOS, INC.

301 Coromar Drive

Santa Barbara, CA 93117

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

January 22, 2026


Time and Date:						March 5, 2026 at 10:00 a.m. Pacific Time

Place:						Virtually at www.virtualshareholdermeeting.com/SONO2026

Items of Business:						1. Election of Class II directors. 2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 3, 2026. 3. Conduct an advisory vote to approve named executive officer compensation (the say-on-pay vote). 4. Approve a management proposal to amend the Company’s Restated Certificate of Incorporation to phase in declassification of our Board of Directors. 5. Approve a management proposal to amend the Company's Restated Certificate of Incorporation to eliminate certain supermajority voting requirements. 6. Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Record Date:						Only stockholders of record at the close of business on January 13, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

Proxy Voting:						Each share of common stock that you own represents one vote. For questions regarding your stock ownership, you may contact us through our website at https://investors.sonos.com or, if you are a registered holder, contact our transfer agent, Equiniti Trust Company, LLC, through its website at https://www.shareowneronline.com or by phone at (800) 937-5449.

This notice of the Annual Meeting, proxy statement, form of proxy and our 2025 Annual Report are being distributed or made available on or about January 22, 2026.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote or submit your proxy via the internet, or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.


			By Order of the Board of Directors,
			/s/ Rebecca Schuster
			Rebecca Schuster
			Corporate Secretary
			Santa Barbara, California
			January 22, 2026

SONOS, INC.

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS


			Page
EXECUTIVE SUMMARY			1

INFORMATION ABOUT SOLICITATION AND VOTING			5

INTERNET AVAILABILITY OF PROXY MATERIALS			5

GENERAL INFORMATION ABOUT THE MEETING			5

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			10

NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			18

PROPOSAL ONE: ELECTION OF DIRECTORS			21

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			30

PROPOSAL THREE: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (THE SAY-ON-PAY VOTE)			32

PROPOSAL FOUR: MANAGEMENT PROPOSAL TO APPROVE AN AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO PHASE IN DECLASSIFICATION OF THE BOARD OF DIRECTORS			33

PROPOSAL FIVE: MANAGEMENT PROPOSAL TO APPROVE AN AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE CERTAIN SUPERMAJORITY VOTING REQUIREMENTS			35

EXECUTIVE OFFICERS			39

EXECUTIVE COMPENSATION			40

EQUITY COMPENSATION PLAN INFORMATION			70

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			71

DELINQUENT SECTION 16(A) REPORTS			72

REPORT OF THE AUDIT COMMITTEE			73

ADDITIONAL INFORMATION			74

OTHER MATTERS			76

ANNEX A			A-1

ANNEX B			B-1

Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a “safe harbor” for forward-looking statements. With the exception of historical information, the matters discussed in this proxy statement are forward-looking statements and may be identified by the use of words such as “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “predict,” “project,” “seek,” “approximately,” “potential,” “outlook” and similar terms and phrases that concern our strategy, plans or intentions, including references to assumptions. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. A variety of factors could cause our future results to differ materially from the anticipated events or results expressed in such forward-looking statements. Readers should review Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended September 27, 2025 for a description of important factors that could cause our future results to differ materially from those contemplated by the forward-looking statements made in this proxy statement. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this proxy statement might not occur. All forward-looking statements speak only as of the date of this proxy statement and should be evaluated with an understanding of their inherent uncertainty. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, we will not undertake and specifically decline any obligation to publicly update or revise any forward-looking statements to reflect events or circumstances arising after the date of this proxy statement, whether as a result of new information, future events or otherwise. Information appearing on sonos.com is not a part of and is not incorporated by reference in this proxy statement.

EXECUTIVE SUMMARY

This proxy statement (“Proxy Statement”) is first being made available to stockholders on or about January 22, 2026 in connection with the solicitation by the Board of Directors (the “Board”) of Sonos, Inc. of proxies for use at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Except as otherwise indicated or where the context otherwise requires, in this Proxy Statement, “Sonos,” the “Company,” “we,” “us” and “our” refer to Sonos, Inc.; “you,” “your,” “yours” and other words of similar import refer to stockholders of Sonos; and "Fiscal 2026" refers to the fiscal year ending October 3, 2026; "Fiscal 2025" refers to the fiscal year ended September 27, 2025; “Fiscal 2024” refers to the fiscal year ended September 28, 2024, and “Fiscal 2023” refers to the fiscal year ended September 30, 2023.

Highlights of certain information contained elsewhere in this Proxy Statement are provided below. This summary does not contain all of the information you should consider before you decide how to vote, and we encourage you to read the entire Proxy Statement carefully before voting.


2026 Annual Meeting of Stockholders
Date and Time:			March 5, 2026 at 10:00 a.m. PST

Place:			Virtually at www.virtualshareholdermeeting.com/SONO2026

Record Date:			January 13, 2026

Voting:			Holders of common stock are entitled to one vote per share on all matters to be presented at the Annual Meeting


Meeting Agenda Items
Proposal	Page Number	Voting Standard	Board Vote Recommendation
Proposal No. 1: Election of Class II Directors	21	Plurality	FOR EACH NOMINEE

Proposal No. 2: Ratification of the appointment of KPMG LLP ("KPMG") as our independent registered public accounting firm for the fiscal year ending October 3, 2026	30	Majority of votes cast	FOR

Proposal No. 3: Advisory vote to approve named executive officer compensation (the say-on-pay vote)	32	Majority of votes cast	FOR

Proposal No. 4: Approve a management proposal to amend the Company’s restated certificate of incorporation ("Restated Certificate of Incorporation") to phase in declassification of the Board	33	Majority of shares outstanding	FOR

Proposal No. 5: Approve a management proposal to amend the Restated Certificate of Incorporate to eliminate certain supermajority voting requirements	35	Majority of shares outstanding	FOR

Director Nominees

Director Nominee

Director Since

Primary Occupation

Independent

Committee Memberships

Audit

C&P

NCG

Tom Conrad

March 2017

Chief Executive Officer, Sonos, Inc.

Julius Genachowski

September 2013

Former Chairman, U.S. Federal Communications Commission

√

Chair

Carmine Arabia

January 2026

VP, Devices,
Meta Platforms, Inc.

√

C&P = Compensation and People Committee
NCG = Nominating and Corporate Governance Committee

Our Business

Sonos is a leading audio company dedicated to elevating life through sound. Since pioneering multi-room wireless audio in 2005, Sonos has built a system that unites every dimension of sound - music, movies, stories and conversations - into one connected platform. The portfolio includes home theater speakers, components, plug-in and portable speakers, and headphones that compound in value with every room and device its customers add. Known for exceptional sound, thoughtful design, ease of use and seamless access to the world’s audio content, Sonos is trusted by more than 17 million households in 60+ countries around the world.

Since we launched our first product 20 years ago, we have grown our install base by launching innovative new products, delivering a seamless customer experience, and expanding our global footprint. In Fiscal 2025, existing customers accounted for approximately 45% of new product registrations. As of September 27, 2025, we had a total of nearly 53.4 million products registered in approximately 17.1 million households globally. Our customers have typically purchased additional Sonos products over time. As of September 27, 2025, 61% of our 17.1 million households had registered more than one Sonos product. As of September 27, 2025, our households owned 3.13 products on average.

Fiscal 2025 Highlights

New Product Launches

In Fiscal 2025, we introduced Arc Ultra, our flagship soundbar featuring breakthrough Sound MotionTM technology, Sub 4, the next generation of our iconic subwoofer, and Era 100 Pro, our first product designed for professional installation in light-commercial and residential spaces.

Fiscal 2025 Business Performance

Fiscal 2025 was a positive transitional year for Sonos.

We shipped numerous software updates that improved system reliability, responsiveness, and the core Sonos app experience. At the same time, we rebuilt our future hardware and software roadmaps so they now work in lockstep toward a single goal: leveraging our platform position in the home to deliver unique experiences that make Sonos more relevant, more differentiated and more beloved by customers. Internally, we rebuilt our leadership team and reorganized the company around clearer priorities and accountability. We strengthened the fundamentals of our business. We reduced run-rate operating expenses by more than $100 million while maintaining healthy margins despite tariff pressures, resulting in Adjusted EBITDA growth of 23% year over year.

Fiscal 2025 Financial Highlights (unaudited)

•Revenue of $1,443.3 million

•GAAP gross margin of 43.7%

•GAAP net loss of $61.1 million, GAAP diluted loss per share of $0.51

•Non-GAAP net income of $78.5 million, Non-GAAP diluted earnings per share of $0.64

•Adjusted EBITDA of $132.3 million

•Returned $81 million to stockholders through share repurchases

See Annex A for a reconciliation of non-GAAP to GAAP measures.

Corporate Governance

•Independent Board Oversight. Nine out of ten directors are independent. The roles of Chair and Chief Executive Officer ("CEO") are currently separate. Our independent directors meet regularly in scheduled executive sessions without management, and our Chair is the presiding director at those meetings.

•Independent Board Committees. Only independent directors serve on the Board’s committees.

•Strategy and Risk. Our Board as a whole has responsibility for risk oversight and exercises this risk oversight responsibility directly and through its committees.

•Board Evaluations. The Board and each committee conducts an annual self-evaluation, led by the Chair of our Nominating and Corporate Governance Committee.

•Director Time Commitments. Our Corporate Governance Guidelines provide that no director shall serve on more than five public company boards, and our Nominating and Corporate Governance Committee reviews on an annual basis directors’ time commitments and ability to discharge their duties.

•Stockholder Engagement. We have ongoing engagement with our stockholders throughout the year, which includes governance-focused discussions.

•No Poison Pill. We do not have a poison pill.

•Diverse and Skilled Board. Our Board is composed of members with diverse professional backgrounds, experience, expertise and viewpoints who combine a strong professional reputation and knowledge of our business and industry with a reputation for integrity.

•Director Refreshment. We added three new independent Board members in January 2026, in addition to two independent Board members added in early 2024 and one independent Board member added in April 2025.

•Sustainability & Environmental, Social and Governance (“ESG”). Our Nominating and Corporate Governance Committee has oversight over our ESG program, and our Audit Committee has oversight over ESG disclosures and risk.

•Stock Ownership Requirements. We maintain rigorous stock ownership guidelines for our named executive officers and non-executive directors and monitor compliance with such guidelines.

•Anti-Hedging and Pledging Policies. We prohibit all employees and directors from engaging in hedging transactions and only allow for pledging our common stock in limited circumstances, subject to the approval of our Compliance Officer.

See “Board of Directors and Corporate Governance” beginning on page 10 and “Compensation Discussion and Analysis” beginning on page 40 for more information.

Executive Compensation

We have established a compensation program that seeks to closely align the interests of our named executive officers and other management with the interests of our stockholders.

•Our compensation program is designed to attract, retain and motivate key executives critical to our success, provide fair and competitive compensation opportunities, integrate compensation with our business plans, and reward both business and individual performance.

•We link pay to performance and stockholder interests by heavily weighting compensation to short-term cash incentive awards and long-term equity awards that are tied to the value of our stock and financial targets. In Fiscal 2025, 90% of target CEO compensation and 85% of the target compensation for our other named executive officers who were employed for the full fiscal year, on average, was composed of variable, at-risk compensation elements.

•Our annual incentive plan results for Fiscal 2025 were based 100% on objective financial performance goals, with any payout under such plan subject to a determination by the Compensation and People Committee, using objective metrics, that the quality of our software and customer experience had been substantially restored in Fiscal 2025 following release of the Company’s redesigned app in May 2024.

•Our incentive compensation program in Fiscal 2025 incorporated different financial metrics for performance share units ("PSUs") and our annual cash incentive plan, a change from prior years that also reflects feedback we received from stockholders. We chose these differentiated metrics to recognize both the short and long-term impacts of executing on operational efficiencies in Fiscal 2025 and over a longer period, lowering our expense base and driving profitability.

•The PSUs granted to our new CEO in connection with his appointment are subject to a multi-year relative total shareholder return (“TSR”) performance goal (40% of the award) in addition to two one-year financial performance goals (a combination of 60% of the award). The Compensation and People Committee revised the design of this PSU grant in order to further align the interests of our CEO with those of our stockholders over a longer-term period and chose relative TSR to further align our CEO's compensation with stock price performance. In addition, the PSUs granted to all of our executive officers in Fiscal 2026 are subject to a relative TSR performance goal measured over three years (40% of the award) in addition to three, one-year financial performance goals (a combination of 60% of the award).

•Our financial performance and strong execution against our transformation initiatives in Fiscal 2025 resulted in an approximately 91% payout for our Fiscal 2025 annual cash incentive plan.

•Our strong execution against our transformation initiatives in Fiscal 2025 resulted in above-target payouts of approximately 131% for the Fiscal 2025 tranche of our PSUs.

•In response to stockholder feedback, we adopted formal severance guidelines for executive officers and included a severance provision in the new CEO’s contract to create greater certainty and transparency.

•Our Compensation and People Committee annually evaluates ways to better align our compensation program with the Company’s strategic initiatives.

•Our compensation program does not include any of the following practices:

◦Single trigger acceleration in connection with a change of control.

◦Material perquisites for executives, except in connection with a business-related relocation.

See “Compensation Discussion and Analysis” beginning on page 40 for more information.

Corporate Social Responsibility

We are committed to creating responsibly-designed products and experiences, which are built by inclusive teams in pursuit of our mission to help the world listen better. In Fiscal 2021, we introduced our Climate Action Plan, with a goal of going carbon neutral by 2030 and reaching net zero by 2040. Our core objective is reducing our carbon emissions. Product energy usage makes up the majority of our emissions, making it a priority of our Climate Action Plan.

In Fiscal 2025, we conducted a robust climate risk assessment, evaluating physical and transition risks and opportunities using the framework established by the Task Force on Climate-Related Financial Disclosures (“TCFD”). This assessment found that Sonos’ exposure to climate-related risks is low. In Fiscal 2025, we updated our assessment to reflect our current sustainability strategy and strengthen our understanding of the most relevant risks and opportunities to our business.

We also built sustainability into both of our Fiscal 2025 marquee products: Arc Ultra and Sub 4. These devices are significantly more energy efficient than previous generations. As standalone speakers, Sub 4 consumes 47% less idle energy than Sub (Gen 3) and Arc Ultra consumes 20% less idle energy than Arc.

In November 2025, Sonos published its eighth annual Listen Better report detailing our ESG efforts and progress against our goals, which is available at https://sustainability.sonos.com/Sustainability-and-Climate-Impact/default.aspx.

See the “Board of Directors and Corporate Governance” section beginning on page 10 for more information.

SONOS, INC.

301 Coromar Drive

Santa Barbara, CA 93117

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

January 22, 2026

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the Board of Directors of Sonos, Inc. for use at our 2026 Annual Meeting of Stockholders to be held virtually at www.virtualshareholdermeeting.com/SONO2026 on March 5, 2026 at 10:00 a.m. Pacific Time, and any adjournment or postponement thereof. Beginning on or about January 22, 2026, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), which contains instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 27, 2025 (the “Annual Report”), is being mailed to our stockholders.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are using the internet as the primary means for furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability with instructions for accessing the proxy materials online, including this Proxy Statement and our Annual Report, and for voting via the internet, by telephone or by mail. The Notice of Internet Availability also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We encourage stockholders to take advantage of the online availability of proxy materials, as we believe it helps in conserving natural resources and reduces our printing and mailing costs.

GENERAL INFORMATION ABOUT THE MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will vote upon the proposals described in this Proxy Statement.

What proposals are scheduled to be voted on at the Annual Meeting?

Stockholders will be asked to vote upon five proposals. The proposals are:

1.Election of Class II directors.

2.Ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending October 3, 2026.

3.Advisory vote to approve named executive officer compensation (the say-on-pay vote).

4.Approval of a management proposal to amend the Restated Certificate of Incorporation to phase in declassification of the Board.

5.Approval of a management proposal to amend the Restated Certificate of Incorporation to eliminate certain supermajority voting requirements.

What is the recommendation of our Board of Directors on each of the proposals scheduled to be voted upon at the Annual Meeting?

Our Board recommends that you vote your shares:

•FOR each of the nominees to the Board of Directors (Proposal One);

•FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending October 3, 2026 (Proposal Two);

•FOR the approval, on an advisory basis, of the named executive officer compensation (Proposal Three);

•FOR the approval of a management proposal to amend the Restated Certificate of Incorporation to phase in declassification of the Board (Proposal Four); and

•FOR the approval of a management proposal to amend the Restated Certificate of Incorporation to eliminate certain supermajority voting provisions (Proposal Five).

How do I attend the Annual Meeting?

We will host the Annual Meeting live via the internet. You will not be able to attend the meeting in person. Participation in and attendance at the Annual Meeting is limited to stockholders as of the close of business on January 13, 2026 (the “Record Date”). Such stockholders can listen to and participate in the Annual Meeting live via the internet at www.virtualshareholdermeeting.com/SONO2026 (the “Annual Meeting Website”). The webcast will begin at 10:00 a.m., Pacific Time, on March 5, 2026. Online access will begin at 9:45 a.m., Pacific Time, and we encourage you to access the Annual Meeting prior to the start time.

A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours for ten days prior to the Annual Meeting for any purpose germane to the meeting at our corporate headquarters. Our corporate headquarters are currently located at 301 Coromar Drive, Santa Barbara, CA 93117. The stockholder list will also be available to stockholders during the meeting at the Annual Meeting Website.

To participate in the Annual Meeting, you will need the 16-digit control number found on your Notice of Internet Availability, your proxy card or the instructions that accompany your proxy materials. If your shares are held in the name of a bank, broker or other holder of record, you should follow the instructions provided by your bank, broker or other holder of record to be able to participate in the Annual Meeting. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/SONO2026.

A replay of the Annual Meeting will be posted as soon as practical on our investor relations website: https://investors.sonos.com/.

Who can vote at the Annual Meeting?

Stockholders as of the Record Date are entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 120,872,657 shares of our common stock outstanding and entitled to vote.

Each share of our common stock as of the close of business on the Record Date is entitled to one vote on each matter presented at the Annual Meeting. There is no cumulative voting.

How do I vote my shares?

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee

If, on the Record Date, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Voting Instructions

If you are a stockholder of record, you may:

•VOTE AT THE ANNUAL MEETING - if you would like to vote at the Annual Meeting, please follow the instructions that will be available on the Annual Meeting Website during the Annual Meeting;

•VOTE BY MAIL IN ADVANCE OF THE ANNUAL MEETING - if you request a paper proxy card, complete, sign and date the enclosed proxy card, then follow the instructions on the card: or

•VOTE VIA THE INTERNET OR VIA TELEPHONE IN ADVANCE OF THE ANNUAL MEETING - follow the instructions on the proxy card and have the proxy card available when you access the internet website or place your telephone call.

Votes submitted via the internet or by telephone must be received by 11:59 p.m. Eastern Time on March 4, 2026. If you submit your vote by mail, your completed, signed and dated proxy card must be received prior to the Annual Meeting. Submitting your proxy, whether via the internet, via telephone or by mail if you requested a paper proxy card, will not affect your right to vote at the Annual Meeting should you decide to attend the meeting.

If you are not a stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted.

What if I return my proxy card but do not provide voting instructions?

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board stated above.

If you hold your shares in street name and do not vote, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described below) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

Can I change my vote or revoke my proxy?

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

•Delivering to our Corporate Secretary a written notice stating that the proxy is revoked;

•Signing and delivering a proxy bearing a later date;

•Voting again via internet or by telephone no later than 11:59 p.m. Eastern Time on March 4, 2026; or

•Attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Will I be able to ask questions at the Annual Meeting?

You will be able to submit written questions during the Annual Meeting by following the instructions that will be available on the Annual Meeting Website during the Annual Meeting. Only questions pertinent to meeting matters or our Company and submitted in accordance with the Annual Meeting’s Rules of Conduct will be answered during the meeting, subject to time constraints. Questions that are substantially similar may be grouped and answered together to avoid repetition. The Annual Meeting’s Rules of Conduct will be available on the Annual Meeting Website.

What is the quorum requirement for the Annual Meeting?

The holders of a majority of the voting power of the shares of our common stock entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting, if you vote in advance of the Annual Meeting by mail or internet or by telephone or if you have properly submitted a proxy.

What is the vote required for each proposal?

For Proposal One, each director will be elected by a plurality of the votes cast, which means that the three individuals nominated for election to our Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected.

You may vote “FOR ALL NOMINEES,” to “WITHHOLD AUTHORITY FOR ALL NOMINEES” or “FOR ALL EXCEPT” one of the nominees you specify. If any nominee is unable or unwilling to serve for any reason, proxies may be voted for such substitute nominee as the proxy holder might determine. Proxies may not be voted for more than three directors. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

For Proposal Two, ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending October 3, 2026 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting represents a majority of the votes cast by stockholders.

For Proposal Three, the approval, on an advisory basis, of the named executive officer compensation will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting represents a majority of the votes cast by stockholders.

For Proposal Four, approval of a management proposal to amend the Restated Certificate of Incorporation to phase in declassification of the Board will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting represents a majority of the outstanding shares of our common stock entitled to vote on the proposal at the Annual Meeting.

For Proposal Five, approval of a management proposal to amend the Restated Certificate of Incorporation to eliminate certain supermajority voting provisions will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting represents a majority of the outstanding shares of our common stock entitled to vote on the proposal at the Annual Meeting.

How are abstentions and broker non-votes treated?

Abstentions (i.e. shares present at the Annual Meeting and marked “abstain”) and “broker non-votes” are each included in the determination of the number of shares present and entitled to vote at the meeting for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting. Neither abstentions nor broker non-votes are counted as voted either for or against a proposal and, as such, will not affect the outcome of the vote on any proposal, other than Proposals Four and Five. Abstentions and broker non-votes will have the same effect as votes “Against” Proposals Four and Five.

A “broker non-vote” occurs when your broker submits a proxy for your shares but does not indicate a vote for a particular proposal because the broker has not received voting instructions from you and is not authorized to vote on that proposal without instructions. A broker is authorized to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, but is not authorized to vote shares held for a beneficial owner on “non-routine” matters without instructions from the beneficial owner of those shares.

Proposals One, Three, Four, and Five are each considered a “non-routine” matter. If you do not provide your broker with specific instructions on how to vote your shares, the broker that holds your shares will not be authorized to vote on Proposal One, Three, Four, and Five. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

Proposal Two is considered a “routine” matter. Brokers have discretionary authority to vote shares that are beneficially owned on Proposal Two.

What does it mean if I receive more than one proxy card?

You may receive more than one set of voting materials for the Annual Meeting, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, your shares may be registered in more than one name or registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card via the internet, telephone or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign and return each proxy card you received to ensure that all of your shares are voted.

Who is paying for this proxy solicitation?

We will pay the expenses of soliciting proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any other information furnished to stockholders. Following the original mailing of the proxy materials, we and our agents, including directors, officers and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means or in person. Following the original mailing of the proxy materials, we will request brokers, custodians, nominees and other record holders to forward copies of the proxy materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, upon the

request of the record holders, we will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote via the internet or by telephone, you are responsible for any internet access or telephone charges you may incur.

Where can I find the voting results?

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the U.S. Securities and Exchange Commission (the “SEC”) in a current report on Form 8-K within four business days of the Annual Meeting.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS

Our Board is responsible for overseeing and providing advice and counsel to our CEO and senior leadership team in the conduct of operating our business and fostering the creation of long-term value for our stockholders. In accordance with our Restated Certificate of Incorporation and our restated bylaws ("Restated Bylaws"), the size of our Board is currently set at ten directors and is divided into three classes, with staggered three-year terms, although we are seeking approval to amend our Restated Certificate of Incorporation to phase in declassification of our Board at the Annual Meeting (see “Proposal Four: Management Proposal to Approve an Amendment of the Restated Certificate of Incorporation to Phase in Declassification of the Board of Directors” below). As further described below, the current leadership structure of our Board separates the roles of Chair and CEO, with Julius Genachowski serving as our Chair and Tom Conrad serving as our CEO.

Our Board is composed of members with diverse professional backgrounds, experience, expertise and viewpoints who combine a strong professional reputation and knowledge of our business and industry with a reputation for integrity. Many of our directors have experience serving on board and board committees of other public companies, and have an understanding of corporate governance practices and trends and different business challenges and strategies.

Composition of the Board and its Committees; Director Independence; Director Qualifications

Our Board conducts an annual review of the independence of our directors. Our Board has determined that each of the members of our Board, other than Mr. Conrad, is “independent” as that term is defined under the rules of The Nasdaq Stock Market (“Nasdaq”). In assessing independence, our Board determined that none of the members of our Board, other than Mr. Conrad, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board has established an Audit Committee, a Compensation and People Committee (the "Compensation Committee"), and a Nominating and Corporate Governance Committee. The Board has determined that all committee members are independent under applicable Nasdaq and SEC rules for committee memberships, that each member of our Compensation Committee qualifies as a non-employee director under Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”), and that each member of our Audit Committee is financially literate. In addition, our Board has determined that Karen Boone is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K.

As of the date of this Proxy Statement, Mr. Conrad is a non-independent member of our Board due to his service as CEO.

The composition of our Board and its committees as of January 22, 2026 is as follows:

Committee Membership

Name

Age

Class

Director Since

Independent

Audit

Compensation and
People

Nominating

and

Corporate

Governance

Carmine Arabia

Class II

January 2026

√

Hugo Barra

Class III

April 2025

√

Karen Boone(1)

Class I

June 2017

√

Chair

Joanna Coles

Class I

February 2020

√

●

Tom Conrad

Class II

March 2017

Bracken Darrell

Class I

February 2024

√

●

Mandy Fields

Class III

January 2026

√

SEC Form DEF 14A filed by Sonos Inc.