0001314727FALSE00013147272024-12-102024-12-10

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)
December 10, 2024
SONOS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3860303-0479476
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueSONOThe 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 4.01 Changes in Registrant’s Certifying Accountant.

On December 10, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of Sonos, Inc. (the “Company”) approved the engagement of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2025, effective immediately. Accordingly, PricewaterhouseCoopers LLP (“PwC”), the Company’s prior independent registered public accounting firm, was informed on December 10, 2024 that it was dismissed as the Company’s independent registered public accounting firm.

PwC’s audit reports on the Company’s financial statements for the fiscal years ended September 28, 2024 and September 30, 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended September 28, 2024 and September 30, 2023, and the subsequent interim period through December 10, 2024: (1) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided PwC with a copy of this Current Report on Form 8-K (this “Report”) prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that PwC furnish the Company with a letter addressed to the SEC stating whether PwC agrees with the statements made by the Company in this Report and, if not, stating the respects, if any, in which PwC does not agree with such statements. A copy of the letter from PwC is filed with this Report as Exhibit 16.1.

During the Company’s fiscal years ended September 28, 2024 and September 30, 2023, and the subsequent interim period through December 10, 2024, neither the Company nor anyone acting on its behalf consulted with KPMG regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.


Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.
16.1
104Cover 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: December 16, 2024By:/s/ Saori Casey
  
Saori Casey
Chief Financial Officer



image_0a.jpg
December 16, 2024
    
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We have read the statements made by Sonos, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Sonos, Inc. dated December 10, 2024. We agree with the statements concerning our Firm contained therein.

Very truly yours,



/s/ PricewaterhouseCoopers LLP
Los Angeles, California

Attachment


v3.24.4
Cover
Dec. 10, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 10, 2024
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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