搜诺思公司 2024年度报告

SECURITIES AND EXCHANGE COMMISSION Form10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedSeptember 27, 2025 or SONOS, INC. (Exact name of Registrant as specified in its charter) 03-0479476 Delaware (I.R.S. Employer Identification No.) (Zip code) 805-965-3001 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered The Nasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company oran emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growthcompany" in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the shares of SONO common stock held by non-affiliates of the registrant as of March28, 2025, the last business dayof the registrant's most recently completed second fiscal quarter, was $818.1million based on the closing price of $10.78 as reported by The NasdaqGlobal Select Market System. As of October27, 2025, the registrant had120,240,651shares of common stock outstanding, $0.001 par value per share. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the "2026 Proxy Statement") relating to its2026 Annual Meeting of Stockholders. The 2026 Proxy Statement will be filed with the United States Securities and Exchange Commission within120 days after the end of the fiscal year to which this report relates. Table of contents TABLE OF CONTENTS Part I Item 1BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety Disclosures Part II Item 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities24Item 6[Reserved]25Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 7AQuantitative and Qualitative Disclosures About Market Risk35Item 8Financial Statements and Supplementary Data36Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure68Item 9AControls and Procedures68Item 9BOther Information68Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections68 Part III Item 10Directors, Executive Officers and Corporate Governance69Item 11Executive Compensation69Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters69Item 13Certain Relationships and Related Transactions, and Director Independence69Item 14Principa