Form 8-K - Current report

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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)

February 4, 2025

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)

[phone]

(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

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Item 2.05    Costs Associated with Exit or Disposal Activities.

On February 5, 2025, Sonos, Inc. (the “Company”) announced a reorganization and reduction in force involving approximately 12% of its employees. Decisions regarding the elimination of positions are subject to local law and consultation requirements in certain countries. The foregoing actions were committed to on February 4, 2025 and are intended to improve the Company’s operating model and cost structure to set the Company up for long-term success.

The Company estimates that it will incur approximately $15 to $18 million of restructuring and related charges, substantially all of which are related to employee severance and benefits costs. The Company expects to incur substantially all of the restructuring and related charges in the second quarter of fiscal 2025.

The estimates of the charges and expenditures that the Company expects to incur in connection with the above, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates.

A letter to the Company’s employees from Tom Conrad, the Company’s Interim Chief Executive Officer, regarding the reorganization and reduction in force is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 7.01    Regulation FD Disclosure.

On February 5, 2025, the Company announced that it will issue a press release and accompanying slide presentation before market open on Thursday, February 6, 2025 for its financial results for the first quarter ended December 28, 2024. Such materials will be accessible at https://investors.sonos.com/reports-and-filings/default.aspx. The Company will host a conference call and Q&A to discuss its first quarter fiscal 2025 results on February 6, 2025 at 4:15 p.m. Eastern Time.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding the Company’s operating model and cost structure, and the Company’s expectations with respect to restructuring and related charges and the timing of such charges. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans, or intentions. 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 the difficulties in and effect of implementing the Company’s improvements to its 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, and the other risk factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024 and the Company’s other filings filed with the Securities and Exchange Commission (the “SEC”), copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from our investor relations department. All forward-looking statements herein reflect the Company’s opinions only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation, and expressly disclaims any obligation, to update forward-looking statements herein in light of new information or future events.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.
99.1			Letter to Sonos employees from Tom Conrad, dated February 5, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: February 5, 2025			By:			/s/ Saori Casey
						Saori Casey Chief Financial Officer

Exhibit 99.1

Letter to Employees

Subject:    Today’s update
Date:         February 5, 2025

Sonos,

As I just shared with you on our call, I’ve made the very difficult decision to eliminate about 200 positions at our company.

In the interest of minimizing uncertainty for everyone as quickly as possible, if your job has been eliminated, you’ll soon receive an email describing your transition and severance package along with the option to schedule a 1:1 meeting with our People team. Everyone else will receive an email confirming that your job has not been affected.

To those we're saying goodbye to today, I want to thank you for your contributions to Sonos. There’s no way around the fact that this is a terrible outcome. The company and I are committed to doing everything we can to support you in the coming days, weeks and months.

Understanding it was likely hard to take in much else during the call, I’m going to re-share what I said about how and why we are doing this.

I know that everyone here cares deeply about Sonos and the experiences we build for our customers – and I know that you want us to get back on track after a tough year. You’ve also told me that we’re struggling to make all the progress we want.

One thing I’ve observed firsthand is that we’ve become mired in too many layers that have made collaboration and decision-making harder than it needs to be. So across the company today we are reorganizing into flatter, smaller, and more focused teams.

Most significantly, we are reorganizing our Product organization into functional groups for Hardware, Software, Design, Quality and Operations, and away from dedicated business units devoted to individual product categories. With this simpler organization in place, cross-functional project teams will come together to improve our core experience and deliver new products. Being smaller and more focused will require us to do a much better job of prioritizing our work — lately we’ve let too many projects run under a cloud of half-commitment. We’re going to fix this too.

Here is what will happen next.

As I described during the call, anyone whose job has been eliminated will receive an email with details regarding their transition.

On that front, here are some details:

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All impacted employees will receive severance pay based on the time they’ve been with us. Their RSUs will continue to vest through the February 15 vest date. Those on our quarterly bonus plan will be eligible to receive a Q1 bonus if attained. Our US employees will also receive health care coverage through the severance period.

This week I’d ask that we focus on our departing colleagues and supporting them as they exit. Next week, we’ll regroup to talk about the road ahead.

For those that are departing, please let me know if I can be helpful with introductions for your job search – just send me an email. For those that will remain, hit me on Slack or email any time.

Tom

Cover	Feb. 04, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 04, 2025
Entity Registrant Name	SONOS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38603
Entity Tax Identification Number	03-0479476
Entity Address, Address Line One	301 Coromar Drive
Entity Address, City or Town	Santa Barbara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93117
City Area Code	805
Local Phone Number	965-3001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SONO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001314727
Amendment Flag	false

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