Sonos Inc

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. )

SONOS, INC.

(Name of Registrant as Specified In Its Charter)

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 ConradCEO, SonosJulius GenachowskiChair, Sonos

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.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

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.