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Form 8-K

sec.gov

8-K — Sonos Inc

Accession: 0001314727-26-000054

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001314727

SIC: 3651 (HOUSEHOLD AUDIO & VIDEO EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — sono-20260504.htm (Primary)

EX-99.1 (final2q26earningspressrele.htm)

GRAPHIC (image_0a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: sono-20260504.htm · Sequence: 1

sono-20260504

0001314727FALSE00013147272026-05-042026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 4, 2026

SONOS, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-38603 03-0479476

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

301 Coromar Drive

Santa Barbara, California 93117

(Address of principal executive offices, including zip code)

(805) 965-3001

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.001 par value SONO The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2026, Sonos, Inc. (the “Company”) issued a press release announcing its financial results for its second fiscal quarter ended March 28, 2026. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2026, the Company appointed Frank Barbieri as Chief Operating Officer (“COO”) and principal operating officer, effective as of May 4, 2026.

Between April 2019 to April 2026, Mr. Barbieri, age 58, held various roles at Walmart Inc., most recently as its Vice President of Content & Digital, leading the company's omni-channel consumer content, media, and gaming operations across both stores and e-commerce, as well as chairing the enterprise-wide Entertainment Council connecting culture to commerce at Walmart scale. Prior to that role, he served as President of three Walmart-owned direct-to-consumer brands, Art.com, Hayneedle.com, and AllswellHome.com. Mr. Barbieri has also served as Chief Strategy Officer at YuMe, Inc., founded Transpera, Inc. and served as a Product Manager at Microsoft Corporation. Mr. Barbieri holds a Bachelor of Arts in Political Philosophy from Bates College.

Mr. Barbieri will receive a base salary of $500,000 and will be eligible to receive an annual cash incentive bonus with a target equal to 65% of his base salary, with the actual bonus payable based on performance against pre-established performance goals. In addition, in connection with his appointment as COO, the Compensation and People Committee (the “Committee”) of the Company’s Board of Directors approved a grant to Mr. Barbieri on May 15, 2026 (the “Grant Date”) of (i) restricted stock units, with a target value of approximately one million five hundred thousand dollars ($1,500,000), which will vest as to 33.33% of the restricted stock units on the first anniversary of the Grant Date and thereafter in equal quarterly installments over the two years following the first anniversary of the Grant Date, generally subject to Mr. Barbieri’s continued employment with the Company and (ii) performance stock units (“PSUs”), with a target value of approximately one million five hundred thousand dollars ($1,500,000), which shall be eligible to become earned between zero percent (0%) and two hundred percent (200%) of the target number of PSUs based on the achievement of performance criteria established by the Committee over a three year performance period, with vesting of such PSUs generally subject to Mr. Barbieri’s employment with the Company at the end of the three-year PSU term.

There are no arrangements or understandings with any other person pursuant to which Mr. Barbieri will be appointed as the Company’s COO, and there are no family relationships between Mr. Barbieri and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Barbieri and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

In addition, on May 4, 2026, following Mr. Barbieri's appointment as COO, Eddie Lazarus will no longer serve as the Company's Business Development Officer but will continue to serve as the Company's Chief Legal Officer. As Chief Legal Officer, Mr. Lazarus will remain a named executive officer of the Company and will oversee Sonos' legal, intellectual property, corporate governance, SEC reporting, government affairs, regulatory and compliance activities, as well as its sustainability and people efforts. Mr. Lazarus will also continue his deep involvement in setting corporate strategy.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.

99.1

Press release dated May 4, 2026 announcing second fiscal quarter 2026 financial results.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SONOS, INC.

Date: May 4, 2026 By: /s/ Saori Casey

Saori Casey

Chief Financial Officer

EX-99.1

EX-99.1

Filename: final2q26earningspressrele.htm · Sequence: 2

Document

Exhibit 99.1

Sonos Reports Second Quarter Fiscal 2026 Results

Q2 Revenue near high end of guidance range, Adjusted EBITDA above midpoint

Santa Barbara, CA – May 4, 2026 - Sonos, Inc. (Nasdaq: SONO) today reported Second Quarter Fiscal 2026 results.

“The first half of Fiscal 2026 marks an important turning point for Sonos as we return to growth and change the trajectory of the business,” said Tom Conrad, Chief Executive Officer of Sonos. “The progress we’re seeing comes from coordinated execution across the areas that matter most: better products, a stronger software experience, more effective marketing, and continued expansion in growth markets. This translated into 8% revenue growth in Q2, our first positive Q2 Adjusted EBITDA in four years, and our third consecutive semiannual period of revenue growth improvement. We enter the second half with momentum and a clear focus on building durable growth while staying disciplined in how we operate.”

"Q2 results overall came in strong against our expectations, with revenue near the high end of our guidance, and Adjusted EBITDA above the midpoint. First half Adjusted EBITDA is up 48% year over year, reflecting gross profit dollar growth combined with operating expense reductions," said Saori Casey, Chief Financial Officer. "Q2 marks our seventh consecutive quarter of executing against our commitments"

Second Quarter Fiscal 2026 Financial Highlights (unaudited)

•Revenue increased 8% year-over-year to $282 million

•GAAP gross margin of 44.3%, Non-GAAP gross margin of 46.0%

•GAAP net loss improved by $41 million year-over-year to ($29) million, GAAP diluted loss per share (EPS) improved by $0.34 year-over-year to ($0.24)

•Non-GAAP net loss improved by $19 million year-over-year to ($3) million, Non-GAAP diluted EPS improved by $0.16 year-over-year to ($0.02)

•Adjusted EBITDA increased $3 million year-over-year to $2 million

•Returned $40 million to shareholders through repurchase of 2.5 million shares

First Half Fiscal 2026 Financial Highlights (unaudited)

•Revenue increased 2% year-over-year to $827 million

•GAAP gross margin of 45.7%, Non-GAAP gross margin of 47.0%

•GAAP net income improved by $85 million year-over-year to $65 million, GAAP diluted EPS improved by $0.68 year-over-year to $0.52

•Non-GAAP net income improved by $49 million year-over-year to $113 million, Non-GAAP diluted EPS improved by $0.40 year-over-year to $0.91

•Adjusted EBITDA increased by $44 million year-over-year to $134 million

•Returned $65 million to shareholders through repurchase of 4.0 million shares

Guidance

The company will provide guidance on its Second Quarter Fiscal 2026 earnings call.

Supplemental Earnings Presentation

The company has posted a supplemental earnings presentation accompanying its Second Quarter Fiscal 2026 results to the Earnings Reports section of its investor relations website at https://investors.sonos.com/reports-and-filings/default.aspx#section=earningsreports.

Conference Call, Webcast and Transcript

The company will host a webcast of its conference call and Q&A related to its Second Quarter Fiscal 2026 results on May 4, 2026, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). Participants may access the live webcast in listen-only mode on the Sonos investor relations website at https://investors.sonos.com/news-and-events/default.aspx.

The conference call may also be accessed by dialing (888) 330-2454 with conference ID 8641747. Participants outside the U.S. can access the call by dialing (240) 789-2714 using the same conference ID.

An archived webcast of the conference call and a transcript of the company’s prepared remarks and Q&A session will also be available at https://investors.sonos.com/reports-and-filings/default.aspx#section=earningsreports following the call.

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(unaudited, in thousands, except share and per share amounts)

Three Months Ended

Six Months Ended

March 28,

2026

March 29,

2025

March 28,

2026

March 29,

2025

Revenue

$ 281,526

$ 259,756

$ 827,189

$ 810,613

Cost of revenue

156,877

146,147

449,080

455,597

Gross profit

124,649

113,609

378,109

355,016

Operating expenses

Research and development

64,134

77,423

123,896

158,261

Sales and marketing

62,376

64,210

127,650

150,854

General and administrative

29,714

33,200

57,723

59,032

Total operating expenses

156,224

174,833

309,269

368,147

Operating (loss) income

(31,575)

(61,224)

68,840

(13,131)

Other income (expense), net

Interest income

1,911

1,973

3,260

3,834

Interest expense

(104)

(109)

(220)

(219)

Other (expense) income, net

(1,361)

193

(941)

(5,836)

Total other income (expense), net

446

2,057

2,099

(2,221)

(Loss) income before (benefit from) provision for income taxes

(31,129)

(59,167)

70,939

(15,352)

(Benefit from) provision for income taxes

(2,243)

10,977

6,027

4,555

Net (loss) income

$ (28,886)

$ (70,144)

$ 64,912

$ (19,907)

(Loss) earnings per share:

Basic

$ (0.24)

$ (0.58)

$ 0.54

$ (0.16)

Diluted

$ (0.24)

$ (0.58)

$ 0.52

$ (0.16)

Weighted-average shares used in computing (loss) earnings per share:

Basic

120,209,712

119,919,163

120,349,630

120,995,375

Diluted

120,209,712

119,919,163

123,651,309

120,995,375

Total comprehensive (loss) income

Net (loss) income

(28,886)

(70,144)

64,912

(19,907)

Change in foreign currency translation adjustment

(1,763)

656

(28)

(460)

Net unrealized loss on marketable securities

(59)

(33)

(42)

(117)

Comprehensive (loss) income

$ (30,708)

$ (69,521)

$ 64,842

$ (20,484)

Condensed Consolidated Balance Sheets

(unaudited, in thousands, except par values)

As of

March 28,

2026

September 27,

2025

Assets

Current assets:

Cash and cash equivalents

$ 200,156

$ 174,668

Marketable securities

48,897

52,858

Accounts receivable, net

95,511

65,847

Inventories

160,840

171,020

Prepaids and other current assets

34,718

39,642

Total current assets

540,122

504,035

Property and equipment, net

63,038

72,277

Operating lease right-of-use assets

43,950

45,297

Goodwill

82,854

82,854

Intangible assets, net

67,741

75,356

Deferred tax assets

10,409

10,509

Other noncurrent assets

31,368

32,950

Total assets

$ 839,482

$ 823,278

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$ 162,927

$ 184,109

Accrued expenses

66,736

79,094

Accrued compensation

24,298

21,331

Deferred revenue, current

38,772

21,771

Other current liabilities

48,374

46,107

Total current liabilities

341,107

352,412

Operating lease liabilities, noncurrent

51,803

53,288

Deferred revenue, noncurrent

59,161

59,453

Deferred tax liabilities

118

126

Other noncurrent liabilities

2,930

2,774

Total liabilities

455,119

468,053

Commitments and contingencies

Stockholders’ equity:

Common stock, $0.001 par value

123

123

Treasury stock

(56,653)

(37,398)

Additional paid-in capital

486,326

502,775

Accumulated deficit

(47,166)

(112,078)

Accumulated other comprehensive income

1,733

1,803

Total stockholders’ equity

384,363

355,225

Total liabilities and stockholders’ equity

$ 839,482

$ 823,278

Condensed Consolidated Statements of Cash Flows

(unaudited, dollars in thousands)

Six Months Ended

March 28,

2026

March 29,

2025

Cash flows from operating activities

Net income (loss)

$ 64,912

$ (19,907)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Stock-based compensation expense

30,056

45,436

Depreciation and amortization

25,862

32,778

Restructuring and other charges

848

4,889

Provision for excess and obsolete inventory

343

(143)

Deferred income taxes

72

997

Other

4,402

1,528

Foreign currency transaction loss (gain)

1,222

(72)

Changes in operating assets and liabilities:

Accounts receivable

(31,660)

4,702

Inventories

9,837

92,615

Other assets

4,796

1,328

Accounts payable and accrued expenses

(33,297)

(83,634)

Accrued compensation

3,522

10,456

Deferred revenue

16,993

(257)

Other liabilities

25

5,791

Net cash provided by operating activities

97,933

96,507

Cash flows from investing activities

Purchases of marketable securities

(25,219)

(25,900)

Purchases of property and equipment

(10,734)

(18,662)

Maturities of marketable securities

29,140

27,400

Net cash used in investing activities

(6,813)

(17,162)

Cash flows from financing activities

Payments for repurchase of common stock

(65,121)

(60,602)

Payments for repurchase of common stock related to shares withheld for tax in connection with vesting of stock awards

(15,929)

(16,246)

Proceeds from exercise of stock options

15,138

2,654

Payments for debt issuance costs

(780)

Net cash used in financing activities

(66,692)

(74,194)

Effect of exchange rate changes on cash and cash equivalents

1,060

(1,725)

Net increase in cash and cash equivalents

25,488

3,426

Cash and cash equivalents

Beginning of period

174,668

169,732

End of period

$ 200,156

$ 173,158

Supplemental disclosure

Cash paid for interest

$ 123

$ 126

Cash paid for taxes, net of refunds

$ 3,346

$ 16,493

Cash paid for amounts included in the measurement of lease liabilities, net of tenant improvement reimbursements received

$ 4,473

$ 1,149

Supplemental disclosure of non-cash investing and financing activities

Purchases of property and equipment in accounts payable and accrued expenses

$ 4,588

$ 1,311

Right-of-use assets obtained in exchange for new operating lease liabilities

$ 1,829

$ 1,491

Excise tax on share repurchases, accrued but not paid

$ 130

$ 264

Reconciliation of GAAP to Non-GAAP Cost of Revenue and Gross Profit

(unaudited, in thousands, except percentages)

Three Months Ended

Six Months Ended

March 28,

2026

March 29,

2025

March 28,

2026

March 29,

2025

Reconciliation of GAAP cost of revenue

GAAP cost of revenue

$ 156,877

$ 146,147

$ 449,080

$ 455,597

Stock-based compensation expense

1,125

1,606

2,452

2,955

Amortization of intangibles

3,144

3,144

7,525

6,474

Restructuring and other charges

664

3,935

664

3,935

Non-GAAP cost of revenue

$ 151,944

$ 137,462

$ 438,439

$ 442,233

Reconciliation of GAAP gross profit

GAAP gross profit

$ 124,649

$ 113,609

$ 378,109

$ 355,016

Stock-based compensation expense

1,125

1,606

2,452

2,955

Amortization of intangibles

3,144

3,144

7,525

6,474

Restructuring and other charges

664

3,935

664

3,935

Non-GAAP gross profit

$ 129,582

$ 122,294

$ 388,750

$ 368,380

GAAP gross margin

44.3%

43.7%

45.7%

43.8%

Non-GAAP gross margin

46.0%

47.1%

47.0%

45.4%

Reconciliation of Selected Non-GAAP Financial Measures

(unaudited, dollars in thousands)

Three Months Ended

Six Months Ended

March 28,

2026

March 29,

2025

March 28,

2026

March 29,

2025

Research and Development (GAAP)

$ 64,134

$ 77,423

$ 123,896

$ 158,261

Stock-based compensation

5,471

8,021

11,960

21,336

Amortization of intangibles

20

18

40

196

Restructuring and other charges (2)(3)

857

12,766

857

12,706

Research and Development (Non-GAAP)

$ 57,786

$ 56,618

$ 111,039

$ 124,023

Sales and Marketing (GAAP)

$ 62,376

$ 64,210

$ 127,650

$ 150,854

Stock-based compensation

2,763

3,980

5,608

9,612

Amortization of intangibles

-

-

-

-

Restructuring and other charges (2)(3)

1,453

2,792

1,453

2,792

Sales and Marketing (Non-GAAP)

$ 58,160

$ 57,438

$ 120,589

$ 138,450

General and Administrative (GAAP)

29,714

33,200

57,723

59,032

Stock-based compensation

5,505

6,495

10,036

11,533

Legal and transaction related costs

3,523

1,429

6,034

1,624

Amortization of intangibles

24

24

48

47

Restructuring and other charges (2)(3)

90

4,207

90

4,207

General and Administrative (Non-GAAP)

$ 20,572

$ 21,045

$ 41,515

$ 41,621

Total Operating Expenses (GAAP)

$ 156,224

$ 174,833

$ 309,269

$ 368,147

Stock-based compensation

13,739

18,496

27,604

42,481

Legal and transaction related costs (1)

3,523

1,429

6,034

1,624

Amortization of intangibles

44

42

88

243

Restructuring and other charges (2)(3)

2,400

19,765

2,400

19,705

Operating Expenses (Non-GAAP)

$ 136,518

$ 135,101

$ 273,143

$ 304,094

Total Operating (Loss) Income (GAAP)

$ (31,575)

$ (61,224)

$ 68,840

$ (13,131)

Stock-based compensation

14,864

20,102

30,056

45,436

Legal and transaction related costs (1)

3,523

1,429

6,034

1,624

Amortization of intangibles

3,188

3,186

7,613

6,717

Restructuring and other charges (2)(3)

3,064

23,700

3,064

23,640

Operating (Loss) Income (Non-GAAP)

$ (6,936)

$ (12,807)

$ 115,607

$ 64,286

Depreciation

8,653

11,981

18,249

26,061

Adjusted EBITDA (Non-GAAP)

$ 1,717

$ (826)

$ 133,856

$ 90,347

Total Operating (Loss) Income (GAAP)

$ (31,575)

$ (61,224)

$ 68,840

$ (13,131)

Stock-based compensation expense

14,864

20,102

30,056

45,436

Legal and transaction related costs (1)

3,523

1,429

6,034

1,624

Amortization of intangibles

3,188

3,186

7,613

6,717

Restructuring and other charges (2)(3)

3,064

23,700

3,064

23,640

Operating (Loss) Income (Non-GAAP)

$ (6,936)

$ (12,807)

$ 115,607

$ 64,286

Interest income

1,911

1,973

3,260

3,834

Interest expense

(104)

(109)

(220)

(219)

Pre-tax (Loss) Income (Non-GAAP)

$ (5,129)

$ (10,943)

$ 118,647

$ 67,901

(Benefit from) provision for income taxes

(2,243)

10,977

6,027

4,555

Net (loss) income (Non-GAAP)

(2,886)

(21,920)

112,620

63,346

Weighted-average shares non-GAAP, diluted

120,209,712

119,919,163

123,651,309

123,750,251

Non-GAAP (loss) earnings per share, diluted

$ (0.02)

$ (0.18)

$ 0.91

$ 0.51

(1) Legal and transaction-related costs consist of expenses related to our intellectual property ("IP") litigation against Alphabet and Google, which we do not consider representative of our underlying operating performance.

(2) Restructuring and other charges for the three and six months ended March 28, 2026, include costs associated with non-recurring organizational changes driven by new leadership, charges related to the partial abandonment of office space in support of operational efficiencies, and costs associated with exiting a partnership with one of our contract manufacturers to consolidate and improve supply chain efficiency.

(3) Restructuring and other charges for the three and six months ended March 29, 2025 primarily reflect costs associated with our cost transformation initiative including the 2025 restructuring plan and rationalization of our product roadmap, as well as non-recurring CEO transition costs related to modifications to equity awards.

Reconciliation of Net (Loss) Income to Adjusted EBITDA

(unaudited, dollars in thousands except percentages)

Three Months Ended

Six Months Ended

March 28,

2026

March 29,

2025

March 28,

2026

March 29,

2025

(In thousands, except percentages)

Net (loss) income

$ (28,886)

$ (70,144)

$ 64,912

$ (19,907)

Add (deduct):

Depreciation and amortization

11,841

15,167

25,862

32,778

Stock-based compensation expense

14,864

20,102

30,056

45,436

Interest income

(1,911)

(1,973)

(3,260)

(3,834)

Interest expense

104

109

220

219

Other expense (income), net

1,361

(193)

941

5,836

(Benefit from) provision for income taxes

(2,243)

10,977

6,027

4,555

Legal and transaction related costs (1)

3,523

1,429

6,034

1,624

Restructuring and other charges (2)(3)

3,064

23,700

3,064

23,640

Adjusted EBITDA

$ 1,717

$ (826)

$ 133,856

$ 90,347

Revenue

$ 281,526

$ 259,756

$ 827,189

$ 810,613

Net (loss) income margin

(10.3)%

(27.0)%

7.8%

(2.5)%

Adjusted EBITDA margin

0.6%

(0.3)%

16.2%

11.1%

(1) Legal and transaction-related costs consist of expenses related to our IP litigation against Alphabet and Google, which we do not consider representative of our underlying operating performance.

(2) Restructuring and other charges for the three and six months ended March 28, 2026, include costs associated with non-recurring organizational changes driven by new leadership, charges related to the partial abandonment of office space in support of operational efficiencies, and costs associated with exiting a partnership with one of our contract manufacturers to consolidate and improve supply chain efficiency.

(3) Restructuring and other charges for the three and six months ended March 29, 2025 primarily reflect costs associated with our cost transformation initiative including the 2025 restructuring plan and rationalization of our product roadmap, as well as non-recurring CEO transition costs related to modifications to equity awards.

Reconciliation of GAAP Net (Loss) Income to Non-GAAP Net (Loss) Income

(unaudited, in thousands, except share and per share amounts)

Three Months Ended

Six Months Ended

March 28,

2026

March 29,

2025

March 28,

2026

March 29,

2025

GAAP net (loss) income

$ (28,886)

$ (70,144)

$ 64,912

$ (19,907)

Stock-based compensation expense

14,864

20,102

30,056

45,436

Legal and transaction related costs (1)

3,523

1,429

6,034

1,624

Amortization of intangibles

3,188

3,186

7,613

6,717

Restructuring and other charges (2)(3)

3,064

23,700

3,064

23,640

Other expense (income), net

1,361

(193)

941

5,836

Non-GAAP net (loss) income

$ (2,886)

$ (21,920)

$ 112,620

$ 63,346

(Loss) earnings per share

GAAP (loss) earnings per share, diluted

$ (0.24)

$ (0.58)

$ 0.52

$ (0.16)

Non-GAAP (loss) earnings per share, diluted

$ (0.02)

$ (0.18)

$ 0.91

$ 0.51

Shares used to calculate (loss) earnings per share

Weighted-average shares GAAP, diluted

120,209,712

119,919,163

123,651,309

120,995,375

Weighted-average shares non-GAAP, diluted

120,209,712

119,919,163

123,651,309

123,750,251

(1) Legal and transaction-related costs consist of expenses related to our IP litigation against Alphabet and Google, which we do not consider representative of our underlying operating performance.

(2) Restructuring and other charges for the three and six months ended March 28, 2026, include costs associated with non-recurring organizational changes driven by new leadership, charges related to the partial abandonment of office space in support of operational efficiencies, and costs associated with exiting a partnership with one of our contract manufacturers to consolidate and improve supply chain efficiency.

(3) Restructuring and other charges for the three and six months ended March 29, 2025 primarily reflect costs associated with our cost transformation initiative including the 2025 restructuring plan and rationalization of our product roadmap, as well as non-recurring CEO transition costs related to modifications to equity awards.

Reconciliation of Cash Flows (Used in) Provided by Operating Activities to Free Cash Flow

(unaudited, dollars in thousands)

Three Months Ended

Six Months Ended

March 28,

2026

March 29,

2025

March 28,

2026

March 29,

2025

Cash flows (used in) provided by operating activities

$ (65,374)

$ (59,666)

$ 97,933

$ 96,507

Less: Purchases of property and equipment

(4,776)

(5,556)

(10,734)

(18,662)

Free cash flow

$ (70,150)

$ (65,222)

$ 87,199

$ 77,845

Revenue by Product Category

(unaudited, dollars in thousands)

Three Months Ended

Six Months Ended

March 28,

2026

March 29,

2025

March 28,

2026

March 29,

2025

(In thousands)

Sonos speakers

$ 210,018

$ 194,519

$ 669,258

$ 661,661

Sonos system products

52,411

50,540

117,469

110,814

Partner products and other revenue

19,097

14,697

40,462

38,138

Total revenue

$ 281,526

$ 259,756

$ 827,189

$ 810,613

Revenue by Geographical Region

(unaudited, dollars in thousands)

Three Months Ended

Six Months Ended

March 28,

2026

March 29,

2025

March 28,

2026

March 29,

2025

Americas

$ 180,608

$ 176,802

$ 509,485

$ 501,385

Europe, Middle East and Africa

83,161

68,785

272,602

266,397

Asia Pacific

17,757

14,169

45,102

42,831

Total revenue

$ 281,526

$ 259,756

$ 827,189

$ 810,613

Stock-based Compensation

(unaudited, dollars in thousands)

Three Months Ended

Six Months Ended

March 28,

2026

March 29,

2025

March 28,

2026

March 29,

2025

(In thousands)

Cost of revenue

$ 1,125

$ 1,606

$ 2,452

$ 2,955

Research and development

5,471

8,557

11,960

21,872

Sales and marketing

2,763

4,027

5,608

9,659

General and administrative

5,505

9,055

10,036

14,093

Total stock-based compensation expense

$ 14,864

$ 23,245

$ 30,056

$ 48,579

Amortization of Intangibles

(unaudited, dollars in thousands)

Three Months Ended

Six Months Ended

March 28,

2026

March 29,

2025

March 28,

2026

March 29,

2025

Cost of revenue

$ 3,144

$ 3,144

$ 7,525

$ 6,474

Research and development

20

18

40

196

Sales and marketing

-

-

-

-

General and administrative

24

24

48

47

Total amortization of intangibles

$ 3,188

$ 3,186

$ 7,613

$ 6,717

Use of Non-GAAP Measures

We have provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles (“U.S. GAAP”), including Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP operating (loss) income, non-GAAP pre-tax (loss) income, free cash flow, non-GAAP gross margin, non-GAAP net (loss) income, non-GAAP cost of revenue, non-GAAP gross profit and non-GAAP diluted earnings (loss) per share. These non-GAAP financial measures are not based on any standardized methodology prescribed by U.S. GAAP and are not necessarily comparable to similarly titled measures presented by other companies. We use these non-GAAP financial measures to evaluate our operating performance and trends and make planning decisions. We believe that these non-GAAP financial measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses and other items that we exclude in these non-GAAP financial measures. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects and allowing for greater transparency with respect to a key financial metric used by our management in its financial and operational decision-making. Non-GAAP financial measures should not be considered in isolation of, or as an alternative to, measures prepared in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of these financial measures to their

nearest U.S. GAAP financial equivalents provided in the financial statement tables above. We define Adjusted EBITDA as net (loss) income adjusted to exclude the impact of depreciation and amortization, stock-based compensation expense, interest income, interest expense, other expense (income), income taxes, restructuring and other charges, legal and transaction related fees and other items that we do not consider representative of our underlying operating performance. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. We define non-GAAP operating (loss) income as total operating loss adjusted to exclude stock-based compensation expense, legal and transaction related costs, amortization of intangibles and restructuring and other charges. We define non-GAAP pre-tax (loss) income as non-GAAP operating (loss) income adjusted to include interest income and to exclude interest expense. We define free cash flow as net cash from operations less purchases of property and equipment. We define non-GAAP gross margin as GAAP gross margin, excluding stock-based compensation, amortization of intangible assets and restructuring and other charges. We define non-GAAP cost of revenue as GAAP cost of revenue less stock-based compensation and amortization of intangibles. We define non-GAAP gross profit as GAAP gross profit less stock-based compensation, amortization of intangibles, and restructuring and other charges. We calculate non-GAAP net (loss) income as GAAP net (loss) income less stock-based compensation, legal and transaction related fees, amortization of intangibles, other expense (income) and restructuring and other charges. We calculate non-GAAP diluted earnings (loss) per share as non-GAAP net (loss) income divided by non-GAAP weighted average diluted shares outstanding during the period. We do not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because we cannot do so without unreasonable effort due to unavailability of information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, we do so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for items such as stock-based compensation, which is inherently difficult to predict with reasonable accuracy. Stock-based compensation expense is difficult to estimate because it depends on our future hiring and retention needs, as well as the future fair market value of our common stock, all of which are difficult to predict and subject to constant change. In addition, for purposes of setting annual guidance, it would be difficult to quantify stock-based compensation expense for the year with reasonable accuracy in the current quarter. As a result, we do not believe that a GAAP reconciliation would provide meaningful supplemental information about our outlook.

Forward Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding our long-term outlook, financial, growth and business strategies and opportunities, market growth and our market share, our operating model and cost structure, new product launches, including critical reception and the planned timing of such launches, and other factors affecting variability in our financial results. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors, including, but not limited to: difficulties in and effect of implementing improvements to our operating model and cost structure; the risk that restructuring and related charges may be greater than anticipated or not occur in the expected time frame; local law requirements in various jurisdictions regarding elimination of positions; our ability to accurately forecast product demand and effectively forecast and manage owned and channel inventory levels; our ability to successfully introduce software updates; our ability to maintain, enhance and protect our brand image; the impact of global economic, market and political events, including tariffs, global trade tensions, continued inflationary pressures, high interest rates and, in certain markets, foreign currency exchange rate fluctuations; changes in consumer income and overall consumer spending as a result of economic or political uncertainty or

conditions, including tariffs; changes in consumer spending patterns; our ability to successfully introduce new products and services and maintain or expand the success of our existing products; the success of our efforts to expand our direct-to-consumer channel; the success of our financial, growth and business strategies; our ability to compete in the market and maintain or expand market share; our ability to maintain relationships with our channel, distribution and technology partners; our ability to meet product demand and manage any product availability delays; supply chain challenges, including shipping and logistics challenges and component supply-related challenges, including memory costs and constraints; our ability to protect our brand and intellectual property; our use of artificial intelligence; and the other risk factors identified in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K and subsequent filings. Copies of our SEC filings are available free of charge at the SEC’s website at www.sec.gov, on our investor relations website at https://investors.sonos.com/reports-and-filings/default.aspx or upon request from our investor relations department. All forward-looking statements herein reflect our opinions only as of the date of this press release, and we undertake no obligation, and expressly disclaim any obligation, to update forward-looking statements herein in light of new information or future events. Sonos and Sonos product names are trademarks or registered trademarks of Sonos, Inc. All other product names and services may be trademarks or service marks of their respective owners.

About Sonos

Sonos (Nasdaq: SONO) is a leading audio company dedicated to elevating life through sound. Sonos has built a connected system that brings together all the sounds people love, from music and movies to stories and conversations. Its portfolio of home theater speakers, components, plug-in and portable speakers, and headphones grows more powerful with every room and device added. Trusted by more than 17 million households in over 60 countries, Sonos is headquartered in Santa Barbara, California. Learn more at www.sonos.com.

Investor Contact

James Baglanis

IR@sonos.com

Press Contact

PR@sonos.com

Source: Sonos

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