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0001314727FALSE00013147272026-02-032026-02-03

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 3, 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 On February 3, 2026, Sonos, Inc. issued a press release announcing its financial results for its first fiscal quarter ended December 27, 2025. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.




Item 2.02 Results of Operations and Financial Condition.


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 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.
99.1
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: February 3, 2026 By: /s/ Saori Casey
   
Saori Casey
Chief Financial Officer



EX-99.1 2 final1q26earningspressrele.htm EX-99.1 Document

Exhibit 99.1
image_0a.jpg
Sonos Reports First Quarter Fiscal 2026 Results
Q1 Revenue above midpoint of guidance range, Adjusted EBITDA near high-end of range


Santa Barbara, CA – February 3, 2026 - Sonos, Inc. (Nasdaq: SONO) today reported First Quarter Fiscal 2026 results.

“Fiscal 2026 is off to a good start for Sonos as we make progress toward a return to growth,” said Tom Conrad, Chief Executive Officer of Sonos. “We’re focused on coordinated execution across the growth dimensions that matter, from product and software to marketing and global expansion. With the announcement of Amp Multi, and with more planned later this year, we’re returning to product innovation that strengthens Sonos as a system, pairing great products with a simpler, more reliable, and more powerful platform designed to create long-term value for our customers, partners, and the business – all while maintaining our commitment to operational discipline.”

“In Q1 we delivered revenue above the midpoint of our guidance range and strong Adjusted EBITDA that expanded 45% over the prior year, resulting in us generating more profit in Q1 than we did in all of Fiscal 2025,” commented Saori Casey, Sonos Chief Financial Officer. “This marks our sixth consecutive quarter of solid execution as we balance strong financial discipline with reinvestment for long-term growth.”

First Quarter Fiscal 2026 Financial Highlights (unaudited)
•Revenue of $546 million
•GAAP gross margin of 46.5%, Non-GAAP gross margin of 47.5%
•GAAP net income of $94 million, GAAP diluted earnings per share (EPS) of $0.75
•Non-GAAP net income of $116 million, Non-GAAP diluted EPS of $0.93
•Adjusted EBITDA of $132 million

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

Supplemental Earnings Presentation

The company has posted a supplemental earnings presentation accompanying its First 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 First Quarter Fiscal 2026 results on February 3, 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 Income
(unaudited, in thousands, except share and per share amounts)







Three Months Ended


December 27,
2025

December 28,
2024
Revenue

$ 545,662

$ 550,857
Cost of revenue

292,202

309,451
Gross profit

253,460

241,406
Operating expenses




Research and development

59,762

80,838
Sales and marketing

65,273

86,644
General and administrative

28,009

25,831
Total operating expenses

153,044

193,313
Operating income

100,416

48,093
Other income (expense), net




Interest income

1,348

1,861
Interest expense

(116)

(110)
Other (expense) income, net

420

(6,029)
Total other income (expense), net

1,652

(4,278)
Income before provision for (benefit from) income taxes

102,068

43,815
Provision for (benefit from) income taxes

8,270

(6,422)
Net income

$ 93,798

$ 50,237





Earnings per share:




Basic

$ 0.78

$ 0.41
Diluted

$ 0.75

$ 0.40





Weighted-average shares used in computing earnings per share:




Basic

120,489,548

122,071,586
Diluted

124,662,298

124,731,619





Total comprehensive income




Net income

93,798

50,237
Change in foreign currency translation adjustment

1,736

(1,116)
Net unrealized gain (loss) on marketable securities

16

(84)
Comprehensive income

$ 95,550

$ 49,037



Condensed Consolidated Balance Sheets
(unaudited, in thousands, except par values)


As of


December 27,
2025

September 27,
2025
Assets




Current assets:




Cash and cash equivalents

$ 312,504

$ 174,668
Marketable securities

50,987

52,858
Accounts receivable, net

116,270

65,847
Inventories

125,332

171,020
Prepaids and other current assets

35,146

39,642
Total current assets

640,239

504,035
Property and equipment, net

65,547

72,277
Operating lease right-of-use assets

44,721

45,297
Goodwill

82,854

82,854
Intangible assets, net

70,932

75,356
Deferred tax assets

10,545

10,509
Other noncurrent assets

33,037

32,950
Total assets

$ 947,875

$ 823,278





Liabilities and stockholders’ equity




Current liabilities:




Accounts payable

$ 203,812

$ 184,109
Accrued expenses

87,688

79,094
Accrued compensation

21,711

21,331
Deferred revenue, current

22,283

21,771
Other current liabilities

52,675

46,107
Total current liabilities

388,169

352,412
Operating lease liabilities, noncurrent

52,101

53,288
Deferred revenue, noncurrent

61,256

59,453
Deferred tax liabilities

129

126
Other noncurrent liabilities

2,894

2,774
Total liabilities

504,549

468,053





Commitments and contingencies




Stockholders’ equity:




Common stock, $0.001 par value

124

123
Treasury stock

(47,782)

(37,398)
Additional paid-in capital

505,709

502,775
Accumulated deficit

(18,280)

(112,078)
Accumulated other comprehensive income

3,555

1,803
Total stockholders’ equity

443,326

355,225
Total liabilities and stockholders’ equity

$ 947,875

$ 823,278





Condensed Consolidated Statements of Cash Flows
(unaudited, dollars in thousands)


Three Months Ended


December 27,
2025

December 28,
2024
Cash flows from operating activities




Net income

$ 93,798

$ 50,237
Adjustments to reconcile net income to net cash provided by operating activities:




Stock-based compensation expense

15,191

25,334
Depreciation and amortization

14,022

17,611
Provision for excess and obsolete inventory

153

1,305
Deferred income taxes

48

123
Other

2,025

841
Foreign currency transaction (gain) loss

(1,625)

2,129
Changes in operating assets and liabilities:




Accounts receivable

(49,120)

(41,374)
Inventories

45,534

89,308
Other assets

4,263

(6,437)
Accounts payable and accrued expenses

31,224

(5,940)
Accrued compensation

546

12,394
Deferred revenue

2,073

1,513
Other liabilities

5,175

9,129
Net cash provided by operating activities

163,307

156,173
Cash flows from investing activities




Purchases of marketable securities

(12,506)

(10,128)
Purchases of property and equipment

(5,958)

(13,106)
Maturities of marketable securities

14,400

13,900
Net cash used in investing activities

(4,064)

(9,334)
Cash flows from financing activities




Payments for repurchase of common stock

(25,000)

(27,165)
Payments for repurchase of common stock related to shares withheld for tax in connection with vesting of stock awards

(10,873)

(9,044)
Proceeds from exercise of stock options

13,232

2,411
Payments for debt issuance costs

(780)

Net cash used in financing activities

(23,421)

(33,798)
Effect of exchange rate changes on cash and cash equivalents

2,014

(2,818)
Net increase in cash and cash equivalents

137,836

110,223
Cash and cash equivalents




Beginning of period

174,668

169,732
End of period

$ 312,504

$ 279,955
Supplemental disclosure




Cash paid for interest

$ 67

$ 63



Cash paid for taxes, net of refunds

$ 1,469

$ 658
Cash paid for amounts included in the measurement of lease liabilities, net of tenant improvement reimbursements received

$ 1,899

$ (2,531)
Supplemental disclosure of non-cash investing and financing activities




Purchases of property and equipment in accounts payable and accrued expenses

$ 1,950

$ 3,693
Right-of-use assets obtained in exchange for new operating lease liabilities

$ 586

$ —
Excise tax on share repurchases, accrued but not paid

$ 281

$ 668

Reconciliation of GAAP to Non-GAAP Cost of Revenue and Gross Profit
(unaudited, in thousands, except percentages)


Three Months Ended


December 27,
2025

December 28,
2024
Reconciliation of GAAP cost of revenue




GAAP cost of revenue

$ 292,202

$ 309,451
Stock-based compensation expense

1,327

1,349
Amortization of intangibles

4,381

3,330
Non-GAAP cost of revenue

$ 286,494

$ 304,772





Reconciliation of GAAP gross profit




GAAP gross profit

$ 253,460

$ 241,406
Stock-based compensation expense

1,327

1,349
Amortization of intangibles

4,381

3,330
Non-GAAP gross profit

$ 259,168

$ 246,085





GAAP gross margin

46.5%

43.8%
Non-GAAP gross margin

47.5%

44.7%


Reconciliation of Selected Non-GAAP Financial Measures
(unaudited, dollars in thousands)


Three Months Ended


December 27,
2025

December 28,
2024
Research and Development (GAAP)

$ 59,762

$ 80,838
Stock-based compensation

6,489

13,315
Amortization of intangibles

20

178
Restructuring and other charges

-

(60)
Research and Development (Non-GAAP)

$ 53,253

$ 67,405








Sales and Marketing (GAAP)

$ 65,273

$ 86,644
Stock-based compensation

2,845

5,632
Amortization of intangibles

-

-
Restructuring and other charges

-

-
Sales and Marketing (Non-GAAP)

$ 62,428

$ 81,012





General and Administrative (GAAP)

28,009

25,831
Stock-based compensation

4,530

5,038
Legal and transaction related costs

2,510

195
Amortization of intangibles

24

23
Restructuring and other charges

-

-
General and Administrative (Non-GAAP)

$ 20,945

$ 20,575





Total Operating Expenses (GAAP)

$ 153,044

$ 193,313
Stock-based compensation

13,864

23,985
Legal and transaction related costs (1)

2,510

195
Amortization of intangibles

44

201
Restructuring and other charges

-

(60)
Operating Expenses (Non-GAAP)

$ 136,626

$ 168,992





Total Operating Income (GAAP)

$ 100,416

$ 48,093
Stock-based compensation

15,191

25,334
Legal and transaction related costs (1)

2,510

195
Amortization of intangibles

4,425

3,531
Restructuring and other charges

-

(60)
Operating Income (Non-GAAP)

$ 122,542

$ 77,093
Depreciation

9,597

14,080
Adjusted EBITDA (Non-GAAP)

$ 132,139

$ 91,173





Total Operating Income (GAAP)

$ 100,416

$ 48,093
Stock-based compensation expense

15,191

25,334
Legal and transaction related costs (1)

2,510

195
Amortization of intangibles

4,425

3,531
Restructuring and other charges

-

(60)
Operating Income (Non-GAAP)

$ 122,542

$ 77,093
Interest income

1,348

1,861
Interest expense

(116)

(110)
Pre-tax Income (Non-GAAP)

$ 123,774

$ 78,844
Provision for (benefit from) income taxes

8,270

(6,422)
Net income (Non-GAAP)

115,504

85,266
Weighted-average shares non-GAAP, diluted

124,662,298

124,731,619



Non-GAAP earnings per share, diluted

$ 0.93

$ 0.68
(1) Legal and transaction-related costs consist of expenses related to our intellectual property ("IP") litigation against Alphabet and Google, as well as legal and transaction costs associated with our acquisition activity, which we do not consider representative of our underlying operating performance.

Reconciliation of Net Income to Adjusted EBITDA
(unaudited, dollars in thousands except percentages)


Three Months Ended


December 27,
2025

December 28,
2024
(In thousands, except percentages)




Net income

$ 93,798

$ 50,237
Add (deduct):




Depreciation and amortization

14,022

17,611
Stock-based compensation expense

15,191

25,334
Interest income

(1,348)

(1,861)
Interest expense

116

110
Other expense (income), net

(420)

6,029
Provision for (benefit from) income taxes

8,270

(6,422)
Legal and transaction related costs (1)

2,510

195
Restructuring and other charges (2)


(60)
Adjusted EBITDA

$ 132,139

$ 91,173
Revenue

$ 545,662

$ 550,857
Net income margin

17.2%

9.1%
Adjusted EBITDA margin

24.2%

16.6%
(1) Legal and transaction-related costs consist of expenses related to our intellectual property ("IP") litigation against Alphabet and Google, as well as legal and transaction costs associated with our acquisition activity, which we do not consider representative of our underlying operating performance.
(2) On August 14, 2024, we initiated a restructuring plan to reduce our cost base involving approximately 6% of our employees (the "2024 restructuring plan"). Restructuring and other charges for the three months ended December 28, 2024, reflect a gain resulting from the impact of remaining restructuring costs that were lower than our estimated liability under the 2024 restructuring plan.

Reconciliation of GAAP Net Income to Non-GAAP Net Income
(unaudited, in thousands, except share and per share amounts)


Three Months Ended


December 27,
2025

December 28,
2024





GAAP net income

$ 93,798

$ 50,237
Stock-based compensation expense

15,191

25,334
Legal and transaction related costs (1)

2,510

195
Amortization of intangibles

4,425

3,531
Restructuring and other charges

-

(60)



Other expense (income), net

(420)

6,029
Non-GAAP net income

$ 115,504

$ 85,266





Earnings per share




GAAP earnings per share, diluted

$ 0.75

$ 0.40
Non-GAAP earnings per share, diluted

$ 0.93

$ 0.68





Shares used to calculate earnings per share




Weighted-average shares GAAP, diluted

124,662,298

124,731,619
Weighted-average shares non-GAAP, diluted

124,662,298

124,731,619
(1) Legal and transaction-related costs consist of expenses related to our intellectual property ("IP") litigation against Alphabet and Google, as well as legal and transaction costs associated with our acquisition activity, which we do not consider representative of our underlying operating performance.

Reconciliation of Cash Flows Provided by Operating Activities to Free Cash Flow
(unaudited, dollars in thousands)


Three Months Ended


December 27,
2025

December 28,
2024
Cash flows provided by operating activities

$ 163,307

$ 156,173
Less: Purchases of property and equipment

(5,958)

(13,106)
Free cash flow

$ 157,349

$ 143,067

Revenue by Product Category
(unaudited, dollars in thousands)


Three Months Ended


December 27,
2025

December 28,
2024
(In thousands)




Sonos speakers

$ 459,240

$ 467,142
Sonos system products

65,058

60,274
Partner products and other revenue

21,364

23,441
Total revenue

$ 545,662

$ 550,857

Revenue by Geographical Region
(unaudited, dollars in thousands)


Three Months Ended


December 27,
2025

December 28,
2024
Americas

$ 328,877

$ 324,583
Europe, Middle East and Africa

189,441

197,612
Asia Pacific

27,344

28,662
Total revenue

$ 545,662

$ 550,857





Stock-based Compensation
(unaudited, dollars in thousands)


Three Months Ended


December 27,
2025

December 28,
2024
(In thousands)




Cost of revenue

$ 1,327

$ 1,349
Research and development

6,489

13,315
Sales and marketing

2,845

5,632
General and administrative

4,530

5,038
Total stock-based compensation expense

$ 15,191

$ 25,334

Amortization of Intangibles
(unaudited, dollars in thousands)


Three Months Ended


December 27,
2025

December 28,
2024
Cost of revenue

$ 4,381

$ 3,330
Research and development

20

178
Sales and marketing

-

-
General and administrative

24

23
Total amortization of intangibles

$ 4,425

$ 3,531


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 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 changes. 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, our ability to expand our footprint with existing customers, market growth and our market share, our ability to expand our products globally, our operating model and cost structure, our ability to create a seamless platform for the home, 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, including with respect to our redesigned app; 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; 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