Initial Registration Statement for Employee Benefit Plan (Form S-8)

As filed with the Securities and Exchange Commission on February 3, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Sonos, Inc.

(Exact name of registrant as specified in its charter)

Delaware						03-0479476
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Sonos, Inc.

301 Coromar Drive
Santa Barbara, CA 93117

(Address of Principal Executive Offices) (Zip Code)

2018 Equity Incentive Plan

2018 Employee Stock Purchase Plan

(Full title of the plans)

Tom Conrad

Chief Executive Officer

Sonos, Inc.

301 Coromar Drive
Santa Barbara, CA 93117

(805) 965-3001

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Zachary R. Blume Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7000						Edward Lazarus Chief Legal and Business Development Officer Sonos, Inc. 301 Coromar Drive Santa Barbara, CA 93117 (805) 965-3001

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the "Commission") to register 6,695,283 additional shares of common stock under the 2018 Equity Incentive Plan and 2,678,113 additional shares of common stock under the 2018 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant's registration statements on Form S-8 filed with the Commission on August 2, 2018 (Registration No. 333-226516), February 7, 2019 (Registration No. 333-229558), February 6, 2020 (Registration No. 333-236296), May 13, 2021 (Registration No. 333-256052), February 9, 2022 (Registration No. 333-262611), February 9, 2023 (Registration No. 333-269648), February 7, 2024 (Registration No. 333-276910) and February 6, 2025 (Registration No. 333-284743).

Item 8. Exhibits.

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

4.1

Restated Certificate of Incorporation

10-Q

001-38603

3.1

5/8/2025

4.2

Restated Bylaws

10-Q

001-38603

3.2

5/8/2025

4.3

Form of Common Stock Certificate

S-1

333-226076

4.01

7/6/2018

5.1

Opinion of Ropes & Gray LLP

X

23.1

Consent of Ropes & Gray LLP (included in Exhibit 5.1)

X

23.2

Consent of Independent Registered Public Accounting Firm

X

23.3

Consent of Independent Registered Public Accounting Firm

X

24.1

Power of Attorney (included on the signature page of this Registration Statement)

X

99.1

2018 Equity Incentive Plan, and forms of agreement thereunder

10-Q

001-38603

10.1

8/12/2021

99.2

2018 Employee Stock Purchase Plan, and form of subscription agreement

S-1

333-226076

10.04

7/6/2018

107

Filing Fee Table

X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, State of California, on February 3, 2026.

			SONOS, INC. /s/ Tom Conrad Tom Conrad Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tom Conrad and Saori Casey, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:

Name			Title			Date
/s/ Tom Conrad			Chief Executive Officer and Director (Principal Executive Officer)			February 3, 2026
Tom Conrad
/s/ Saori Casey			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)			February 3, 2026
Saori Casey
/s/ Carmine Arabia			Director			February 3, 2026
Carmine Arabia
/s/ Karen Boone			Director			February 3, 2026
Karen Boone
/s/ Joanna Coles			Director			February 3, 2026
Joanna Coles
/s/ Bracken Darrell			Director			February 3, 2026
Bracken Darrell
/s/ Mandy Fields			Director			February 3, 2026
Mandy Fields
/s/ Julius Genachowski			Chair of the Board of Directors			February 3, 2026
Julius Genachowski

/s/ Joe Kennedy			Director			February 3, 2026
Joe Kennedy
/s/ Jonathan Mildenhall			Director			February 3, 2026
Jonathan Mildenhall