Sonder Holdings Inc. Files 8-K Amidst Financial Uncertainty

TL;DR

Sonder Holdings Inc. filing indicates potential bankruptcy and accelerated debt. Big trouble brewing.

AI Summary

Sonder Holdings Inc. filed an 8-K on November 14, 2025, reporting on events as of November 7, 2025. The filing indicates the termination of a material definitive agreement, potential bankruptcy or receivership, and triggering events that accelerate financial obligations. It also includes a Regulation FD disclosure and financial statements.

Why It Matters

This filing suggests significant financial distress for Sonder Holdings Inc., potentially impacting its operations, stakeholders, and investors.

Risk Assessment

Risk Level: high — The filing explicitly mentions termination of material agreements, potential bankruptcy or receivership, and acceleration of financial obligations, indicating severe financial distress.

Key Players & Entities

• Sonder Holdings Inc. (company) — Registrant
• November 7, 2025 (date) — Earliest event reported
• November 14, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SOND The Nasdaq Stock Market
• $230.00 — of Common Stock at an exercise price of $230.00 per share SONDW The Nasdaq Stock Market
• $205.6 million — mpany had an aggregate of approximately $205.6 million principal amount outstanding under the
• $24.54 million — mpany had an aggregate of approximately $24.54 million principal amount outstanding under the
• $5.3 million — mpany had an aggregate of approximately $5.3 million principal amount outstanding under the

Filing Documents

• son-20251107.htm (8-K) — 51KB
• 0001628280-25-052329.txt ( ) — 219KB
• son-20251107.xsd (EX-101.SCH) — 2KB
• son-20251107_def.xml (EX-101.DEF) — 17KB
• son-20251107_lab.xml (EX-101.LAB) — 29KB
• son-20251107_pre.xml (EX-101.PRE) — 17KB
• son-20251107_htm.xml (XML) — 4KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On November 7, 2025, Sonder Holdings Inc. (the "Company") received written notice from Marriott International, Inc. and Global Hospitality Licensing S. R.L (together, "Marriott") stating Marriott's intention to terminate the License Agreement, dated August 13, 2024 (the "License Agreement"), between Marriott and the Company, effective immediately. Under the License Agreement, the Company's portfolio of properties joined the Marriott system under a collection called "Sonder by Marriott Bonvoy" and became available for booking on Marriott's digital platforms, including Marriott.com and the Marriott Bonvoy mobile app. Under the License Agreement, the Company also gained access to Marriott's global sales and marketing capabilities and distribution platform. The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, which was filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed on August 19, 2024 and is incorporated by reference herein.

03 Bankruptcy or Receivership

Item 1.03 Bankruptcy or Receivership. Voluntary Petition for Bankruptcy On November 14, 2025 (the "Petition Date"), the Company and certain of its direct and indirect subsidiaries (collectively, the "Company Parties") filed voluntary petitions to commence proceedings under chapter 7 (the "Proceedings") of title 11 of the United States Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking approval to jointly administer the Proceedings under the caption " In re: Sonder Holdings Inc., et al. " Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The filing of the Proceedings constitutes an event of default that accelerated the Company's obligations under the following credit facilities: i. that certain Note and Warrant Purchase Agreement, dated as of December 10, 2021 (as amended through and most recently by that certain Consent and Seventh Omnibus Amendment, dated as of August 5, 2025, and as may be further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "2021 NPA"), by and among the Company Parties and the investors party thereto from time to time; ii. that certain Note and Warrant Purchase Agreement, dated as of August 5, 2025 (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "2025 NPA"), by and among the Company Parties and the investors party thereto from time to time; and iii. that certain Loan Agreement, dated as of August 5, 2025 (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "2025 Marriott Loan Agreement"), by and among the Company Parties, Marriott International, Inc. as administrative agent and collateral agent and the lenders party thereto from time to time. As of June 30, 2025, the Company had an aggregate of appr

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Nasdaq Delisting Notice The Company expects to receive a notice from The Nasdaq Stock Market ("Nasdaq") that the Common Stock, $0.0001 par value per share, of the Company (the "Common Stock") no longer meets the eligibility requirements necessary for listing pursuant to Nasdaq Listing Rule 5110(b) as a result of the Proceedings . If the Company receives such notice, the Company does not intend to appeal Nasdaq's determination and, therefore, it is expected that its Common Stock will be delisted. Additional Information on the Proceedings U.S. Bankruptcy Court filings and other information related to the Proceedings are available for a fee at the U.S. Bankruptcy Court's website. The documents and other information available via website or elsewhere are not part of this Report and shall not be deemed incorporated herein. Cautionary Note Regarding the Company's Common Stock The Company cautions that trading in the Common Stock during the pendency of the Proceedings is highly speculative and poses substantial risks. Trading prices for the Common Stock may bear little or no relationship to the actual recovery, if any, by holders of the Common Stock in the Proceedings . The Company expects that its stockholders could experience a significant or complete loss on their investment, depending on the outcome of the Proceedings . Cautionary Statement Concerning Forward-Looking Statements This Report contains certain "forward-looking statements." All statements other than statements of historical fact are "forward-looking" statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "our vision," "plan," "potential," "preliminary," "predict," "should," "will," or "would" or the negative thereof or other variations thereof or comparable termino

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1+** License Agreement, dated August 13, 2024, between Marriott International, Inc. and Global Hospitality Licensing S. R.L and Sonder Holdings Inc. (incorporated by reference to Exhibit 10.5 to Sonder Holdings Inc.'s Current Report on Form 8-K filed on August 19, 2024). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Certain exhibits and schedules to this agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish copies of such exhibits and schedules to the SEC upon request. ** Certain identified information has been excluded from this exhibit because the Company does not believe it is material and is the type that the Company customarily treats as private and confidential. Redacted information is indicated by "[**]". SIGNATURE Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Sonder Holdings Inc. Date: November 14, 2025 By: /s/ Vanessa Barmack Name: Vanessa Barmack Title: General Counsel and Secretary

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View this 8-K filing on SEC EDGAR