All-stock $2.5B Somnigroup (NYSE: SGI) deal to buy Leggett & Platt (NYSE: LEG)
Rhea-AI Filing Summary
Leggett & Platt has agreed to be acquired by Somnigroup International in an all-stock merger valued at approximately $2.5 billion. Leggett & Platt shareholders will receive 0.1455 Somnigroup shares for each Leggett & Platt share and are expected to own about 9% of the combined company.
The deal, unanimously approved by both boards, is expected to close by year-end 2026, subject to Leggett & Platt shareholder and regulatory approvals. The Merger is intended to qualify as a tax-free reorganization, after which Leggett & Platt will operate as a separate business unit within Somnigroup and its stock will be delisted.
The companies highlight strategic benefits including vertical integration in bedding, expansion into non-bedding markets, expected adjusted EPS accretion before synergies, and targeted cost synergies of $50 million in annual run-rate adjusted EBITDA, with $10 million expected in the first year. Reverse and standard termination fees of $80 million and $64 million, respectively, apply under certain failure or competing-bid scenarios.
Positive
- $2.5 billion all-stock acquisition combines Somnigroup and Leggett & Platt into a larger, vertically integrated bedding and components platform with pro forma 2025 net sales of approximately $11.2 billion and adjusted EBITDA of about $1.7 billion.
- Financially accretive profile: management expects the deal to be accretive to adjusted EPS before synergies in the first year after closing, while also lowering Somnigroup’s net financial leverage and enhancing financial flexibility.
- Identified cost synergies of $50 million in annual run-rate adjusted EBITDA, with about $10 million expected in the first twelve months post-closing, provide a quantified value-creation target from sourcing, operations and innovation efficiencies.
Negative
- Execution and approval risks: closing by year-end 2026 depends on Leggett & Platt shareholder approval and regulatory clearances, and the companies highlight risks around integration, synergy realization, possible litigation and potential adverse reactions from customers or employees.
Insights
All-stock $2.5B acquisition adds scale, synergies and lowers leverage.
Somnigroup is acquiring Leggett & Platt in an all-stock deal valued at $2.5 billion, giving Leggett & Platt holders roughly 9% of the combined company. The structure is intended to be tax free and avoids incremental cash outlay, preserving Somnigroup’s balance sheet.
The combined business generated about $11.2 billion of 2025 net sales, $1.7 billion of adjusted EBITDA and $1.1 billion of operating cash flow after eliminating intercompany sales. Management targets annual run-rate cost synergies of $50 million, with $10 million expected in the first twelve months, and describes the deal as accretive to adjusted EPS before synergies.
For Leggett & Platt holders, the exchange into Somnigroup stock offers participation in a larger, more vertically integrated platform spanning bedding and diversified components. Risks include regulatory and shareholder approvals, execution on integration and synergy delivery, and potential volatility if the transaction terminates, although reverse and company termination fees of $80 million and $64 million create financial consequences for failed closing or superior proposals.
8-K Event Classification
Key Figures
Key Terms
Exchange Ratio financial
Superior Proposal financial
Company Termination Fee financial
Form S-4 regulatory
adjusted EBITDA financial
tax free reorganization financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 13, 2026, Somnigroup International Inc., a Delaware corporation (“Parent”), and Leggett & Platt, Incorporated, a Missouri corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Parent, Sparrow Unity Corporation, a Missouri corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Parent Parties”), and the Company, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct, wholly owned subsidiary of Parent. All defined terms used in this summary of the Merger Agreement that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. The Merger Agreement has been unanimously approved by the respective boards of directors of the Company (the “Company Board”) and the board of directors of Parent.
The Merger
Subject to the terms and conditions of the Merger Agreement, at the date and time the Merger becomes effective (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“Company common stock”) issued and outstanding immediately prior to the Effective Time (other than Company Cancelled Shares and Dissenting Shares, each as defined in the Merger Agreement) will be converted into and represent the right to receive 0.1455 (the “Exchange Ratio”) shares of common stock of Parent, $0.01 par value per share (“Parent common stock”) and, if applicable, cash in lieu of fractional shares (the “Merger Consideration”). The Exchange Ratio will be equitably adjusted to reflect any stock split, reverse stock split, subdivision, consolidation, combination or other reclassification of Company common stock or Parent common stock after the date of the Merger Agreement and prior to the Effective Time. It is expected that the Merger will qualify as a tax free reorganization for U.S. federal income tax purposes.
Treatment of Stock Options and Stock-Based Awards
Immediately prior to the Effective Time, all restrictions on outstanding Company restricted shares will lapse, and such shares will fully vest and be converted into the right to receive the Merger Consideration. As of the Effective Time, and as a result of the Merger:
| • | Each option to acquire shares of Company common stock that is outstanding immediately prior to the Effective Time will be assumed by Parent and converted into an option to acquire shares of Parent common stock (“Parent option”), with the same terms and conditions that applied to the original option. Each Parent option will represent the right to receive a number of shares of Parent common stock equal to the number of shares of Company common stock subject to the original option multiplied by the Exchange Ratio, and will have an exercise price per share equal to the exercise price per share of the original option, divided by the Exchange Ratio. |
| • | Each restricted stock unit (“RSU”) award covering shares of Company common stock (“Company RSU award”) that is outstanding immediately prior to the Effective Time, other than a Company RSU award issued under the Company’s deferred compensation plans, will be assumed by Parent and converted into an RSU award covering shares of Parent common stock (“Parent RSU award”), with the same terms and conditions that applied to the original award. The number of shares of Parent common stock subject to each assumed RSU award will equal the number of shares of Company common stock subject to the Company RSU award, multiplied by the Exchange Ratio. |
| • | Each performance stock unit award covering shares of Company common stock (each, a “Company PSU award”) for which the performance period has not yet ended that is outstanding immediately prior to the Effective Time will be assumed by Parent and converted into a Parent RSU award, with the same terms and |
| conditions that applied to the original award, except that the Parent RSU award will not be subject to performance conditions. Performance will be deemed achieved at maximum, and the number of shares of Parent common stock subject to each Parent RSU award will equal 200% of the target number of shares of Company common stock subject to the Company PSU award, multiplied by the Exchange Ratio. |
| • | Each Company PSU award for which the performance period has ended that is outstanding immediately prior to the Effective Time will constitute the right to receive shares of Parent common stock equal to the number of shares of Company common stock earned based on actual performance during the performance period, multiplied by the Exchange Ratio. |
| • | Stock units that track Company common stock held in participant accounts under the Company’s deferred compensation plans will be converted into notional cash investments based on the average closing price of the Company common stock for the five trading days immediately prior to the closing date of the Merger. Such notional cash will be reinvested in one or more diversified investment options as determined by the Parent board, in accordance with the directions of affected participants. |
Any Parent option or Parent RSU awards held by an individual who is not employed by or in service with the Company or its subsidiaries at the Effective Time will be settled solely in cash based on the closing price of Parent common stock on the applicable exercise or settlement date.
Conditions to the Merger
Completion of the Merger is subject to the satisfaction or waiver of certain conditions, including:
| • | approval of the Merger Agreement by the Company’s shareholders; |
| • | absence of any law or order (exclusive of laws or orders issued under antitrust and competition laws or foreign investment laws, other than the Required Approvals) restraining, enjoining or otherwise prohibiting or making the Merger illegal (each, a “Legal Impediment”); |
| • | receipt of approvals under certain applicable antitrust and competition laws and foreign investment laws, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Required Approvals”); |
| • | approval for listing the shares of Parent common stock issuable to the Company’s shareholders as Merger Consideration on the New York Stock Exchange (the “NYSE”); |
| • | the effectiveness of the registration statement on Form S-4 to be filed by Parent and the absence of any stop order or pending proceeding with respect thereto; |
| • | a customary “bringdown” of the Parent Parties’ and the Company’s representations and warranties; |
| • | compliance by the Parent Parties and the Company with the covenants in the Merger Agreement in all material respects; and |
| • | the absence of a material adverse effect on either Parent or the Company. |
Representations, Warranties and Covenants
The Merger Agreement contains customary representations and warranties of the Parent Parties and the Company. The Merger Agreement also contains customary mutual pre-closing covenants, including the obligation of Parent and the Company to conduct their respective businesses in the ordinary course of business consistent with past practice and to refrain from taking certain specified actions without the consent of the other party.
The Company has agreed to customary non-solicitation obligations related to soliciting or engaging in any discussions or negotiations regarding competing proposals. Notwithstanding these non-solicitation obligations, prior to approval of the Merger Agreement by the Company’s shareholders and under certain specified circumstances, the Company Board may change its recommendation of the transaction and terminate the Merger Agreement to accept a competing transaction that the Company Board determines is superior to the Merger (a “Superior Proposal”).
If the Company has received a Superior Proposal and the Company Board determines in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders, then the Company Board may (i) effect a Change of Board Recommendation (as defined in the Merger Agreement) with respect to such Superior Proposal or fail to include the Company Board Recommendation in the Proxy Statement/Prospectus (as defined in the Merger Agreement) or (ii) terminate the Merger Agreement, subject to payment of the termination fee described below to Parent. Prior to taking such actions, the Company must provide Parent with at least four business days’ notice (the “Notice Period”) of the Company’s intention to take such action, which notice must specify the material terms and conditions of the Acquisition Proposal (as defined in the Merger Agreement) and a copy of the available proposed transaction agreement to be entered into in respect of such Acquisition Proposal. To the extent Parent desires to negotiate, the Company is required to engage in good faith negotiations with Parent during the Notice Period regarding any adjustments to the terms and conditions of the Merger Agreement proposed in writing by Parent. In the event of any material modifications to an Acquisition Proposal that has triggered a Notice Period, the Company is required to deliver a new written notice to Parent at which point the Notice Period shall be the longer of the remaining period of the prior Notice Period and two business days with respect to such revised Superior Proposal from the date of such new notice. Subject to similar provisions and requirements in the Merger Agreement, including a four-business day notice period, the Company Board may also effect a Change of Board Recommendation with respect to an Intervening Event (as defined in the Merger Agreement).
Termination Provisions
The Merger Agreement contains provisions granting Parent and the Company the right to terminate the Merger Agreement under specified circumstances, including:
| • | by mutual consent of Parent and the Company; |
| • | if the Merger is not completed by January 13, 2027, or as this date is automatically extended at certain times up until April 13, 2028 if all the conditions to the Merger Agreement are satisfied other than receipt of the Required Approvals (the “Outside Date”); |
| • | if a Legal Impediment permanently restrains, enjoins or prohibits the completion of the Merger; |
| • | if the Company fails to obtain approval of the Merger Agreement by the Company’s shareholders; |
| • | if the Company Board (a) changes or withdraws its recommendation that the Company’s shareholders approve the Merger Agreement, (b) enters into a definitive agreement with another party that submitted a Superior Proposal and (c) pays Parent the Company Termination Fee (as defined below); or |
| • | if the other party breaches its representations, warranties, agreements or covenants contained in the Merger Agreement so that the conditions to the Merger would not be satisfied and has failed to cure the breach within a specified time period. |
If the Merger Agreement is terminated due to a failure to complete the Merger by the Outside Date as result of failing to obtain the Required Approvals or pursuant to a Legal Impediment related to the Required Approvals, Parent will be required to pay the Company $80,000,000. Furthermore, Parent and the Company have agreed to extend the material terms of their existing supply agreement for up to two years, upon the termination of the Merger Agreement under certain specified circumstances.
Subject to the terms and conditions of the Merger Agreement, if, prior to receiving approval of the Merger Agreement by the Company’s shareholders, the Merger Agreement is terminated due to the Company Board changing its recommendation in connection with the Merger and the Company enters into, a definitive agreement with respect to a Superior Proposal, the Company will be required to pay Parent $64,000,000 (the “Company Termination Fee”). In
addition, if the Merger Agreement is terminated due to failing to complete the Merger by the Outside Date, the Company’s failure to obtain shareholder approval or the Company’s breach of its representations, warranties or covenants contained in the Merger Agreement, a competing proposal was publicly announced prior to the Company’s shareholder meeting and within 12 months following such termination, the Company enters into a material definitive agreement with respect to, or consummates, an Acquisition Proposal, the Company will be required to pay Parent the Company Termination Fee.
The Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement.
The Merger Agreement has been included to provide security holders and investors with information regarding its terms. It is not intended to provide any other factual information about Parent, the Company or any other person. The representations, warranties and covenants contained in the Merger Agreement were made solely for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders and investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Parent Parties or the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Parent’s or the Company’s public disclosures.
Following the Effective Time, the shares of Company common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Item 7.01 | Regulation FD Disclosure. |
On April 13, 2026, Parent and the Company announced that they had entered into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. In addition, on April 13, 2026, Parent and the Company released a joint investor presentation. A copy of the joint investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.
FORWARD-LOOKING STATEMENTS
This communication contains statements that may be characterized as “forward-looking” within the meaning of the federal securities laws. Such statements might include information concerning one or more of Parent’s and the Company’s plans, guidance, objectives, goals, strategies, and other information that is not historical information. When used in this communication, the words “will,” “targets,” “expects,” “anticipates,” “plans,” “proposed,” “intends,” “outlook,” and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to Parent’s expectations regarding the impact of the proposed transaction on Parent’s brands, products, customer base, results of operations, or financial position, its share repurchases, adjusted EPS, net leverage, operating cash flow, net income, future performance, cost and run-rate synergies, funding sources, expected capital structure, the financial impact of the Company’s existing long-term debt, ability to deleverage after the proposed transaction, the expected timing and likelihood of completion of the proposed transaction, the integration of the Company with Parent’s business and personnel and Parent’s and the Company’s post-acquisition financial reporting. Any forward-looking statements contained herein are based upon current expectations and beliefs and various assumptions. There can be no assurance that these expectations or beliefs will prove correct.
Numerous factors, many of which are beyond Parent’s and the Company’s control, could cause actual results to differ materially from any that may be expressed herein as forward-looking statements. These potential risks include risks associated with the Company’s ongoing operations; the ability to obtain the requisite Company shareholder approval; the risk that Parent or the Company may be unable to obtain governmental and regulatory approvals required for the proposed transaction (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction; the risk of delays in completing the proposed transaction; the ability to successfully integrate the Company into Parent’s operations and realize synergies from the proposed transaction and the expected run-rate of such synergies; the possibility that the expected benefits of the acquisition are not realized when expected or at all; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Parent common stock or Company common stock; the risk of litigation related to the proposed transaction; the diversion of management time from ongoing business operations and opportunities as a result of the proposed transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; general economic, financial and industry conditions, particularly conditions relating to the financial performance and related credit issues present in the retail sector, as well as consumer confidence and the availability of consumer financing; the impact of the macroeconomic environment in both the U.S. and internationally on Parent and the Company; uncertainties arising from national and global events; industry competition; the effects of consolidation of retailers on revenues and costs; consumer acceptance and changes in demand for Parent’s and the Company’s products; and other risks inherent in Parent’s and the Company’s businesses.
All such factors are difficult to predict, are beyond Parent’s and the Company’s control, and are subject to additional risks and uncertainties, including those detailed in Parent’s annual report on Form 10-K for the year ended December 31, 2025 and those detailed in the Company’s annual report on Form 10-K for the year ended December 31, 2025. These risks, as well as other risks related to the proposed transaction, will be included in the Form S-4 and proxy statement/prospectus (each as defined below) that Parent and the Company intend to file with the United States Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. There may be other factors that may cause Parent’s and the Company’s actual results to differ materially from the forward-looking statements. Neither Parent nor the Company undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
NO OFFER OR SOLICITATION
This communication is not intended to be, and shall not constitute, an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Parent intends to file with the SEC a registration statement on Form S-4 (the “Form S-4”) that will include a proxy statement of the Company and that will also constitute a prospectus of Parent with respect to the shares of Parent common stock to be issued in the proposed transaction (the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if and when available) will be filed with the SEC by, and mailed to shareholders of, the Company. Each of Parent and the Company may also file other relevant documents with the SEC regarding the proposed transaction.
This communication is not a substitute for the Form S-4, the proxy statement/prospectus or any other document that Parent or the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF PARENT AND THE COMPANY ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain
copies of these documents (if and when available), as well as other filings containing information about Parent and the Company, free of charge on the SEC’s website at www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Parent will be available free of charge on Parent’s website at https://somnigroup.com/investor-resources/financials/sec-filings/default.aspx. Copies of the documents filed with, or furnished to, the SEC by the Company will be available free of charge on the Company’s website at https://leggett.gcs-web.com/financials/sec-filings. The information included on, or accessible through, Parent’s or the Company’s website is not incorporated by reference into this communication.
PARTICIPANTS IN THE SOLICITATION
Parent, the Company and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. You can find information about Parent’s executive officers and directors in Parent’s definitive proxy statement filed with the SEC on March 31, 2026, under the section entitled “Proposal No. 1 — Election of Directors - Executive Officers,” “Proposal No. 1 — Election of Directors - Nominees to Board of Directors,” “Stock Ownership – Stock Ownership of Certain Beneficial Owners and Directors and Executive Officers,” “Executive Compensation and Related Information - Compensation of Executive Officers” and “Director Compensation.” You can find information about the Company’s executive officers and directors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under the section entitled “Supplemental Item: Information About our Executive Officers” and “Directors, Executive Officers and Corporate Governance,” and in the Company’s definitive proxy statement filed with the SEC on April 7, 2026, under the sections entitled “Corporate Governance and Board Matters — Director Compensation,” “Proposals to be Voted On at the Annual Meeting — Proposal One: Election of Directors,” “Executive Compensation and Related Matters — Compensation Discussion & Analysis” and “Security Ownership — Security Ownership of Directors and Executive Officers.” Additional information regarding the interests of the participants in the solicitation of proxies will be included in the Form S-4, the proxy statement/prospectus and other relevant materials to be filed with the SEC if and when they become available. You should read the Form S-4 and the proxy statement/prospectus carefully when available before making any voting or investment decisions. You may obtain free copies of these documents using the sources indicated above.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 2.1* | Merger Agreement, dated as of April 13, 2026, by and among Somnigroup International Inc., Sparrow Unity Corporation and Leggett & Platt, Incorporated. | |
| 99.1 | Joint Press Release, dated as of April 13, 2026 | |
| 99.2 | Joint Investor Presentation, dated as of April 13, 2026 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC. |
SIGNATURES
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.
| LEGGETT & PLATT, INCORPORATED | ||||||
| Date: April 13, 2026 | By: | /s/ Jennifer J. Davis |
||||
| Name: | Jennifer J. Davis | |||||
| Title: | Executive Vice President – General Counsel | |||||
Exhibit 99.1
Somnigroup International, the World’s Leading Bedding Company, to Acquire Leggett & Platt, A Diversified Component Manufacturer and Key Somnigroup Supplier, in an All-Stock Transaction
– Continues vertical integration strategy, enhancing consumer-centric innovation
– Expands addressable market in bedding and into non-bedding industries
– Reduces financial leverage and drives operating cash flow
– Drives immediate adjusted EPS accretion before synergies
– Creates meaningful synergy opportunities
DALLAS, TX and CARTHAGE, MO, April 13, 2026 – Somnigroup International Inc. (NYSE: SGI, “Somnigroup”) and Leggett & Platt, Incorporated (NYSE: LEG, “Leggett & Platt”) today announced that the companies have signed a definitive agreement pursuant to which Somnigroup will acquire Leggett & Platt in an all-stock transaction valued at approximately $2.5 billion based on Somnigroup’s closing share price on April 10, 2026.
Under the terms of the agreement, Leggett & Platt shareholders will receive 0.1455 shares of Somnigroup common stock in exchange for each share of Leggett & Platt common stock they own. As a result of the transaction, Leggett & Platt’s shareholders will own approximately 9% of the combined company on a fully diluted basis. The agreement has been unanimously approved by the Boards of Directors of Somnigroup and Leggett & Platt.
The transaction is currently anticipated to close by year-end 2026, subject to the satisfaction of customary closing conditions, including approval by Leggett & Platt’s shareholders and receipt of applicable regulatory approvals. The transaction does not require Somnigroup shareholder approval.
Following the close of the transaction, Leggett & Platt is expected to operate as a separate business unit within Somnigroup, similar to Tempur Sealy, Mattress Firm, and Dreams, and to maintain its offices in Carthage, Missouri. Leggett & Platt’s Chairman and CEO, Karl Glassman, will continue to lead Leggett & Platt following the closing date and will assist with a seamless transition to a new CEO of the Leggett & Platt business unit within twelve months of the closing date.
Somnigroup and Leggett & Platt have collaborated for nearly 50 years to drive innovation in the bedding market. With a deep, longstanding partnership and strong cultural alignment, the companies know each other well, and the combination is expected to further strengthen their ability to deliver innovative bedding products. Together, after giving effect to the transaction, including elimination of intercompany sales, the combined company generated 2025 net sales of approximately $11.2 billion, approximately $1.7 billion of adjusted EBITDA, and $1.1 billion of operating cash flow. The combined company is expected to operate 175 manufacturing facilities across 36 countries worldwide, supported by a global workforce of more than 36,000 colleagues. The combined company will continue to honor Leggett & Platt’s existing supply agreements with customers in the bedding industry.
Leggett & Platt is a diversified manufacturer that designs and produces a broad variety of engineered components and products that can be found in many homes and automobiles. It is a leading supplier of bedding components and solutions; automotive seat comfort and convenience systems; home and work furniture components; geo components; flooring underlayment; and hydraulic cylinders for material handling and heavy construction applications.
Somnigroup Chairman and CEO Scott Thompson said, “We are proud to have Leggett & Platt join Somnigroup. Leggett & Platt’s strong engineering capabilities, diversified end users and cash-generating financial profile meaningfully enhance our global platform. This combination is consistent with our vertical integration strategy, which drives innovation and value for customers while also enhancing shareholder value. By bringing a successful supply partner into our group, we accelerate our ability to deliver differentiated, consumer-centric innovation. This combination is evidence of our commitment to disciplined capital allocation centered on long-term shareholder value creation.”
Leggett & Platt Chairman and CEO Karl Glassman said, “We are pleased to reach this agreement with Somnigroup, a valued long-standing customer and partner. This transaction provides Leggett & Platt shareholders with the opportunity to participate in the future growth and value creation of a leading global company on a tax deferred basis. On behalf of our Board of Directors and management team, I would like to thank the Leggett & Platt team for their hard work and dedication. For more than 140 years, we have provided our customers with innovation and quality. I believe this combination positions us to continue that track record and deliver compelling strategic and financial value for our customers, employees and shareholders.”
Strategic Rationale
The companies expect the combination to leverage the individual strengths of Somnigroup and Leggett & Platt to realize five strategic benefits.
| 1. | Continues Vertical Integration Strategy, Enhancing Consumer-Centric Innovation. |
The combination enables closer collaboration between component engineering, mattress design, and consumer trends, supporting accelerated innovation cycles and more cost effective consumer-centric product constructions.
| 2. | Expands Addressable Markets in Bedding and Into Non-Bedding Industries. |
The combination provides access to incremental addressable markets beyond bedding, expanding long-term growth opportunities and cash flow generation. Additionally, Leggett & Platt’s diversified sales streams and geographic presence lessen reliance on any single category, product or geographic market, reducing overall volatility.
| 3. | Reduces Financial Leverage and Drives Operating Cash Flow. |
The combination is expected to lower Somnigroup’s net financial leverage and increases financial flexibility. Enhanced balance sheet capacity supports an expanded capital allocation strategy, which we, in turn, expect will drive shareholder value and enhance the combined company’s competitive position.
| 4. | Drives Immediate Adjusted EPS Accretion Before Synergies. |
The combination is expected to be accretive to adjusted EPS before synergies in the first year post close*.
| 5. | Creates Meaningful Synergy Opportunities. |
The combination presents cost synergy opportunities with an expected net positive impact on adjusted EBITDA of $50 million on a fully implemented annual run-rate basis. The main categories of anticipated synergies are sourcing, operations and product innovation. We expect that these synergies will be fully realized over a three-year period, with approximately $10 million benefiting adjusted EBITDA in the first twelve months post-closing.
| * | Post closing, Somnigroup expects Leggett & Platt’s financial results will be presented as a new reporting segment within the Somnigroup business. Leggett & Platt’s sales to Somnigroup’s other reporting segments will be eliminated, with no impact to reported Leggett & Platt segment profits. In 2025, Somnigroup represented 7% of Leggett & Platt’s net sales. Additionally, in accordance with GAAP, Somnigroup expects to incur approximately $50 million of annualized non-cash expense from the adjustment to fair value of the acquired Leggett & Platt business, which will primarily impact cost of goods sold, and Somnigroup expects to incur approximately $10 million of annualized non-cash expense from the adjustment to fair value of the acquired Leggett & Platt bonds, which will impact interest expense. |
Financial Impact
As of December 31, 2025, Leggett & Platt’s net leverage under its credit agreement was 2.4 times adjusted EBITDA. Somnigroup expects to leave Leggett & Platt’s existing long-term bond debt in place following the transaction.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to Somnigroup. J.P. Morgan Securities LLC is serving as exclusive financial advisor and Latham & Watkins LLP is serving as legal counsel to Leggett & Platt.
Forward-Looking Statements
This press release contains statements that may be characterized as “forward-looking” within the meaning of the federal securities laws. Such statements might include information concerning one or more of Somnigroup’s and Leggett & Platt’s plans, guidance, objectives, goals, strategies, and other information that is not historical information. When used in this release, the words “will,” “targets,” “expects,” “anticipates,” “plans,” “proposed,” “intends,” “outlook,” and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to Somnigroup’s expectations regarding the impact of the proposed transaction on Somnigroup’s brands, products, customer base, results of operations, or financial position, its share repurchases, adjusted EPS, net leverage, operating cash flow, net income, future performance, cost and run-rate synergies, funding sources, expected capital structure, the financial impact of Leggett & Platt’s existing long-term debt, ability to deleverage after the proposed transaction, the expected timing and likelihood of completion of the proposed transaction, the integration of Leggett & Platt with Somnigroup’s business and personnel and Somnigroup’s and Leggett & Platt’s post-acquisition financial reporting. Any forward-looking statements contained herein are based upon current expectations and beliefs and various assumptions. There can be no assurance that these expectations or beliefs will prove correct.
Numerous factors, many of which are beyond Somnigroup’s and Leggett & Platt’s control, could cause actual results to differ materially from any that may be expressed herein as forward-looking statements. These potential risks include risks associated with Leggett & Platt’s ongoing operations; the ability to obtain the requisite Leggett & Platt shareholder approval; the risk that Somnigroup or Leggett & Platt may be unable to obtain governmental and regulatory approvals required for the proposed transaction (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction; the risk of delays in completing the proposed transaction; the ability to successfully integrate Leggett & Platt into Somnigroup’s operations and realize synergies from the proposed transaction and the expected run-rate of such synergies; the possibility that the expected benefits of the acquisition are not realized when expected or at all; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Somnigroup’s or Leggett & Platt’s common stock; the risk of litigation related to the proposed transaction; the diversion of management time from ongoing business operations and opportunities as a result of the proposed transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; general economic, financial and industry conditions, particularly conditions relating to the financial performance and related credit issues present in the retail sector, as well as consumer confidence and the availability of consumer financing; the impact of the macroeconomic environment in both the U.S. and internationally on Somnigroup and Leggett & Platt; uncertainties arising from national and global events; industry competition; the effects of consolidation of retailers on revenues and costs; consumer acceptance and changes in demand for Somnigroup’s and Leggett & Platt’s products; and other risks inherent in Somnigroup’s and Leggett & Platt’s businesses.
All such factors are difficult to predict, are beyond Somnigroup’s and Leggett & Platt’s control, and are subject to additional risks and uncertainties, including those detailed in Somnigroup’s annual report on Form 10-K for the year ended December 31, 2025 and those detailed in Leggett & Platt’s annual report on Form 10-K for the year ended December 31, 2025. These risks, as well as other risks related to the proposed transaction, will be included in the Form S-4 and proxy statement/prospectus (each as defined below) that Somnigroup and Leggett & Platt intend to file with the United States Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. There may be other factors that may cause Somnigroup’s and Leggett & Platt’s actual results to differ materially from the forward-looking statements. Neither Somnigroup nor Leggett & Platt undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
No Offer or Solicitation
This press release is not intended to be, and shall not constitute, an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed transaction, Somnigroup intends to file with the SEC a registration statement on Form S-4 (the “Form S-4”) that will include a proxy statement of Leggett & Platt and that will also constitute a prospectus of Somnigroup with respect to the shares of Somnigroup common stock to be issued in the proposed transaction (the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if and when available) will be filed with the SEC by, and mailed to shareholders of, Leggett & Platt. Each of Somnigroup and Leggett & Platt may also file other relevant documents with the SEC regarding the proposed transaction.
This press release is not a substitute for the Form S-4, the proxy statement/prospectus or any other document that Somnigroup or Leggett & Platt may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOMNIGROUP AND LEGGETT & PLATT ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available), as well as other filings containing information about Somnigroup and Leggett & Platt, free of charge on the SEC’s website at www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Somnigroup will be available free of charge on Somnigroup’s website at https://somnigroup.com/investor-resources/financials/sec-filings/default.aspx. Copies of the documents filed with, or furnished to, the SEC by Leggett & Platt will be available free of charge on Leggett & Platt’s website at https://leggett.gcs-web.com/financials/sec-filings. The information included on, or accessible through, Somnigroup’s or Leggett & Platt’s website is not incorporated by reference into this communication.
Participants in Solicitation
Somnigroup, Leggett & Platt and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. You can find information about Somnigroup’s executive officers and directors in Somnigroup’s definitive proxy statement filed with the SEC on March 31, 2026, under the section entitled “Proposal No. 1 — Election of Directors—Executive Officers,” “Proposal No. 1 — Election of Directors—Nominees to Board of Directors,” “Stock Ownership – Stock Ownership of Certain Beneficial Owners and Directors and Executive Officers,” “Executive Compensation and Related Information—Compensation of Executive Officers” and “Director Compensation.” You can find information about Leggett & Platt’s executive officers and directors in Leggett & Platt’s Annual Report on Form 10-K for the year ended December 31, 2025, under the section entitled “Supplemental Information: Information about our Executive Officers,” and “Directors, Executive Officers and Corporate Governance,” and in Leggett & Platt’s definitive proxy statement filed with the SEC on April 7, 2026, under the sections entitled “Corporate Governance and Board Matters—Director Compensation,” “Proposals to be Voted On at the Annual Meeting—Proposal One: Election of Directors,” “Executive Compensation and Related Matters—Compensation Discussion & Analysis” and “Security Ownership—Security Ownership of Directors and Executive Officers.” Additional information regarding the interests of the participants in the solicitation of proxies will be included in the Form S-4, the proxy statement/prospectus and other relevant materials to be filed with the SEC if and when they become available. You should read the Form S-4 and the proxy statement/prospectus carefully when available before making any voting or investment decisions. You may obtain free copies of these documents using the sources indicated above.
About Somnigroup International
Somnigroup is the world’s leading bedding company, dedicated to transforming how the world sleeps. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in more than 100 countries worldwide, through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster®, and Sleepy’s®, and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored sleep solutions.
We seek to deliver long-term value for our shareholders through prudent capital allocation, including managing investments in our businesses. We are guided by our core value of Doing the Right Thing and committed to our global responsibility to protect the environment and the communities in which we operate. For more information, please visit www.somnigroup.com.
About Leggett & Platt
Leggett & Platt is a diversified manufacturer that designs and produces a broad variety of engineered components and products that can be found in many homes and automobiles. The 143-year-old company is a leading supplier of bedding components and solutions; automotive seat comfort and convenience systems; home and work furniture components; geo components; flooring underlayment; and hydraulic cylinders for material handling and heavy construction applications.
Investor Relations Contacts
For Somnigroup:
Lauren Avritt
Investor Relations
Somnigroup International Inc.
800-805-3635
Investor.relations@somnigroup.com
For Leggett & Platt:
Ryan M. Kleiboeker
Investor Relations
Leggett & Platt, Incorporated
417-358-8131
invest@leggett.com
Media Contacts
For Somnigroup:
FGS Global
Somnigroup@fgsglobal.com
For Leggett & Platt:
Joele Frank, Wilkinson Brimmer Katcher
Tim Lynch / Leigh Parrish / Eliza Rothstein / Lyle Weston
(212) 355-4449
Exhibit 99.2 Somnigroup to Acquire Leggett & Platt A pr i l 13, 2026 1
Transaction Summary • Total purchase price of approximately $2.5B, based on Somnigroup’s closing share price on April 10, 2026 • 100% stock consideration Consideration • Leggett & Platt shareholders will receive 0.1455 shares of Somnigroup common stock in exchange for each share of Leggett & Platt stock they own Expected Post- • Leggett & Platt’s shareholders will own approximately 9% of the combined company on a fully diluted basis Closing Ownership¹ • Expected to be accretive to adjusted EPS² before synergies in the first year post close • Expected to lower Somnigroup’s net financial leverage² and increase financial flexibility Financial Impact • Combination presents meaningful cost synergy opportunities with an expected net positive impact on adjusted EBITDA² of $50 million on a fully implemented annual run-rate basis, with approximately $10 million benefiting adjusted EBITDA² in the first twelve months post-closing • Leggett & Platt is expected to operate as a separate business unit within Somnigroup, similar to Tempur Sealy, Mattress Firm and Dreams • Leggett & Platt’s Chairman and CEO, Karl Glassman, will continue to lead Leggett & Platt following the Management & closing date and will assist with a seamless transition to a new CEO of the Leggett & Platt business unit Governance within twelve months of closing • Leggett & Platt to maintain its offices in Carthage, MO, and the combined company will continue to honor Leggett & Platt’s existing supply agreements with customers in the bedding industry • Anticipated to close by year-end 2026 Timing & Approvals • Subject to the satisfaction of customary closing conditions, including approval by Leggett & Platt’s shareholders and receipt of applicable regulatory approvals 2 2
The Somnigroup Investment Thesis: “The Stage Is Set – the Best Is Yet to Come” Global Scale, Vertical Integration: A leading international bedding company with leading, end-to-end capabilities from design and manufacturing to retail Omnichannel Reach & Iconic Brands: Portfolio of trusted brands and products, reaching consumers wherever they shop – online, in 2,800+ stores, and through a robust wholesale network Relentless Innovation & Consumer Insight: Industry-leading R&D, marketing investment and consumer access fuel product differentiation and demand as sleep becomes ever more central to health and wellness Operational Excellence & Leverage: Structural advantages drive superior efficiency and cash flow Resilient Cash Generation & Disciplined Capital Allocation: Robust free cash flow and strong balance sheet supports business reinvestment, acquisitions and shareholder returns Connected, Proven Leadership: Seasoned management team with track record of driving execution and growth across all business units Poised for Industry Recovery: 3 Uniquely positioned to drive value as the $120 billion global bedding market rebounds 3
High-level Strategic Direction | Corporate Governance | Capital Allocation Leading global Leading U.S. Leading U.K. Leading global bedding manufacturer bedding retailer bedding retailer components designer & manufacturer Tactical Go-to-market Strategy | Operational Excellence | Passionate Customer Service 4
Leggett & Platt Overview Leggett & Platt: • Leggett & Platt is an international diversified manufacturer that conceives, Facts and Figures⁴ designs, and produces a wide range of engineered components and products found in many homes and automobiles $4.1B • Innovative proprietary products and efficient vertical integration have made Leggett one of the largest U.S.-based bedding component 2025 sales manufacturers: • Leggett is a supplier of innersprings, specialty foam, adjustable beds, and other bedding components and services, with global manufacturing and distribution $385M • Leggett also produces machinery for internal production and assembly 2 2025 Adj. EBITDA of its bedding products • Diverse manufacturing expertise, proprietary capabilities, and global scale have enabled Leggett to become a leading supplier of automotive seat comfort and convenience systems, home and work furniture components, geo $338M components, flooring underlayment, and hydraulic cylinders 2025 Operating Cash Flow 5 2025 Sales Bedding Products 143 Year Specialized Products 38% 28% 34% Heritage Furniture, Flooring & Textiles 5
Leggett & Platt Business Highlights Strong Competitive • Trusted supplier to customers across varied, large addressable end markets Positions in Core • Diverse customer base with low concentration Markets • Supports bedding customers’ product needs from raw materials to components to finished mattresses and foundations Heritage as an • Pioneer of the steel coil innerspring with a track record of innovative, proprietary products Innovator supporting the global bedding industry • Drives innovation across Specialized Products and Furniture, Flooring and Textile segments to improve product quality, increase efficiency, and support ongoing growth Significant Operating • Track record of strong cash generation Cash Flow Deeply Experienced • Deep company knowledge and understanding of Leggett’s diverse capabilities Management • Driven to succeed through people, product and innovation Team A diversified manufacturer that designs and produces a broad variety of engineered components and products 6 6
Transaction Rationale 1 Continues Vertical Integration Strategy, Enhancing Consumer-Centric Innovation 2 Expands Addressable Market in Bedding and into Non-Bedding Industries 2 3 Reduces Financial Leverage and Drives Operating Cash Flow 2 Drives Immediate Adjusted EPS Accretion Before Synergies 4 Creates Meaningful Synergy Opportunities 5 7
1 Continues Vertical Integration Strategy Bedding Products 01 4 industry-leading lab sites Innovation 110,000+ square feet of R&D + 5 development & 70+ strategically located plants globally, 02 innovation centers supported by resilient supply chains Production + 250,000+ incremental 03 $700M+ annual advertising spend square feet of R&D Marketing 04 + 28 global manufacturing 20,000+ third-party retail doors Wholesale facilities, including 2 wire Distribution mills and 1 rod mill 2,800+ retail stores globally 05 40+ e-commerce platforms DTC Retail 8
1 Enhances Consumer-Centric Innovation Bedding Products Deployment of Innovation Pipeline driven by Innovation Pipeline driven by proprietary technologies Engineering Expertise and Consumer Insights across Somnigroup’s Collaboration portfolio of leading products Key Innovation Areas Key Innovation Areas Enables end-to-end ü Quality & Durabilityü Industry-Leading development of Co-Development integrated sleep systems ü Support Capabilities ü Comfort ü Ability to Serve Customers Accelerates Anywhere in the Value Chain advancements in smart ü Climate bed technologies ü Innerspring Innovation and ü Sleep Tracking Production Efficiency ü Snoring Improves ability to serve ü Enhanced Foam consumers across Performance segments Combination advances Somnigroup’s mission to transform how the world sleeps 9
2 Expands Addressable Market in Bedding ROD & WIRE AND SPECIALTY ADJUSTABLE INTERNATIONAL U.S. SPRING FOAM BED BEDDING ü Experienced workforce ü Strong business in ü North American ü Strategically supporting quality and hybrid and foam footprint with positioned physical consistent production mattresses established customer manufacturing relationships presence in or near target geographies ü Vertical integration ü Large U.S. ensures availability of manufacturing and ü Vertical integration in key raw materials distribution footprint steel and wood ü Consistent quality and fabrication drives cost efficient production efficiency ü Operational scale ü Advanced foam creates durable cost engineering drives advantages product differentiation ü Engineering, operational and commercial expertise 10
2 Expands Addressable Market into Non-Bedding Industries 6 Combined Company FY ‘25 FY ‘25 üExpands and fortifies bedding operation and 12% provides opportunity for diversified long-term 100% 10% growth and cash flow generation üIntegrating Leggett & Platt’s innerspring and 78% Product specialty foam components generates Mix efficiencies üLessens reliance on any single category, product or geographic market, reducing overall volatility Bedding Specialized Products Furniture, Flooring and Textile üStrengthens North American business by leveraging L&P’s established manufacturing 17% 22% 83% 78% and distribution infrastructure in Canada and Mexico Geographic üReduces U.S. concentration, creating a more Mix balanced international profile with expanded footprints in Europe and China üProvides a broader global foundation to facilitate long-term growth North America International 11
3 Reduces Financial Leverage and Drives Operating Cash Flow Cost Accelerated Synergies Deleveraging 2 Leverage Target Range: 2.0x – 3.0x End-Market Operational Expansion Efficiency Capital Return Value to Maintenance Capex and Opportunistic M&A Allocation Shareholders Strategic Reinvestment Priorities 12 12
4 Drives Immediate Adjusted EPS Accretion Before Synergies 4 6 FY ‘25 FY ‘25 FY ‘25 Consolidated Sales $7.5B $4.1B $11.2B 2 Adjusted EBITDA $1.3B $385M $1.7B Capex $167M $57M $224M 2 Acquisition expected to be accretive to adjusted EPS 3 before synergies in the first year post-close 13 13
5 Creates Meaningful Synergy Opportunities Preliminary Expected Sourcing: Creates a platform to further increase 3 Run-Rate Synergies internal sourcing and supply integration Operations: Leverages the combined scale and $10M vertically integrated infrastructure across $20M manufacturing and logistics to drive operational efficiencies $20M Innovation: Enables tighter integration of component engineering, mattress design, and consumer insights, enabling more cost-effective, Sourcing Operations Innovation consumer-centric product development We expect that these synergies will be fully realized over a three-year period, with approximately $10M benefiting adjusted 2 3 EBITDA in the first year post-close 14 14
Transaction Valuation Pre-Synergies Post-Synergies FY ‘25 FY ‘25 Purchase Price $2.5B $2.5B 2,7 Adjusted EBITDA $380M $380M 3 Expected Run-Rate Synergies $0M $50M 2 Adjusted EBITDA After Synergies $380M $430M 3 Expected Multiple 6.6x 5.8x We expect attractive cost synergies to drive value creation for the combined shareholder base 15 15
The Somnigroup Investment Thesis: “The Stage Is Set – the Best Is Yet to Come” Global Scale, Vertical Integration: A leading international bedding company with leading, end-to-end capabilities from design and manufacturing to retail Omnichannel Reach & Iconic Brands: Portfolio of trusted brands and products, reaching consumers wherever they shop – online, in 2,800+ stores, and through a robust wholesale network Relentless Innovation & Consumer Insight: Industry-leading R&D, marketing investment and consumer access fuel product differentiation and demand as sleep becomes ever more central to health and wellness Operational Excellence & Leverage: Structural advantages drive superior efficiency and cash flow Resilient Cash Generation & Disciplined Capital Allocation: Robust free cash flow and strong balance sheet supports business reinvestment, acquisitions and shareholder returns Connected, Proven Leadership: Seasoned management team with track record of driving execution and growth across all business units Poised for Industry Recovery: 3 Uniquely positioned to drive value as the $120 billion global bedding market rebounds 16
APPENDIX 17
Forward Looking Statements This investor presentation contains statements that may be characterized as “forward-looking” within the meaning of the federal securities laws. Such statements might include information concerning one or more of Somnigroup International Inc.’s (“Somnigroup”) and Leggett & Platt, Incorporated’s (“Leggett”) plans, guidance, objectives, goals, strategies, and other information that is not historical information. When used in this communication, the words “will,” “targets,” “expects,” “anticipates,” “plans,” “proposed,” “intends,” “outlook,” and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to Somnigroup’s expectations regarding the impact of the proposed transaction on Somnigroup's brands, products, customer base, results of operations, or financial position, its share repurchases, adjusted EPS, net leverage, operating cash flow, net income, future performance, cost and run-rate synergies, funding sources, expected capital structure, the financial impact of Leggett’s existing long-term debt, ability to deleverage after the proposed transaction, the expected timing and likelihood of completion of the proposed transaction, the integration of Leggett with Somnigroup’s business and personnel and Somnigroup's and Leggett's post-acquisition financial reporting. Any forward-looking statements contained herein are based upon current expectations and beliefs and various assumptions. There can be no assurance that these expectations and these beliefs will prove correct. Numerous factors, many of which are beyond Somnigroup’s and Leggett's control, could cause actual results to differ materially from any that may be expressed herein as forward-looking statements. These potential risks include risks associated with Leggett’s ongoing operations; the ability to obtain the requisite Leggett shareholder approval; the risk that Somnigroup or Leggett may be unable to obtain governmental and regulatory approvals required for the proposed transaction (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction; the risk of delays in completing the proposed transaction; the ability to successfully integrate Leggett into Somnigroup's operations and realize synergies from the proposed transaction and the expected run-rate of such synergies; the possibility that the expected benefits of the acquisition are not realized when expected or at all; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Somnigroup’s or Leggett’s common stock; the risk of litigation related to the proposed transaction; the diversion of management time from ongoing business operations and opportunities as a result of the proposed transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; general economic, financial and industry conditions, particularly conditions relating to the financial performance and related credit issues present in the retail sector, as well as consumer confidence and the availability of consumer financing; the impact of the macroeconomic environment in both the U.S. and internationally on Somnigroup and Leggett; uncertainties arising from national and global events; industry competition; the effects of consolidation of retailers on revenues and costs; consumer acceptance and changes in demand for Somnigroup’s and Leggett's products; and other risks inherent in Somnigroup’s and Leggett’s businesses. All such factors are difficult to predict, are beyond Somnigroup’s and Leggett’s control, and are subject to additional risks and uncertainties, including those detailed in Somnigroup’s annual report on Form 10-K for the year ended December 31, 2025, and those detailed in Leggett’s annual report on Form 10-K for the year ended December 31, 2025. These risks, as well as other risks related to the proposed transaction, will be included in the Form S-4 and proxy statement/prospectus (as defined below) that Somnigroup and Leggett intend to file with the United States Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. There may be other factors that may cause Somnigroup’s and Leggett's actual results to differ materially from the forward-looking statements. Neither Somnigroup nor Leggett undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. 18
Forward Looking Statements Note Regarding Historical Financial Information: In this investor presentation we provide or refer to certain historical information for Somnigroup and Leggett. For a more detailed discussion of Somnigroup’s and Leggett’s financial performance, please refer to Somnigroup’s and Leggett’s SEC filings. Note Regarding Trademarks, Trade Names, and Service Marks: TEMPUR®, Tempur-Pedic®, the Tempur-Pedic & Reclining Figure Design®, Tempur Breeze, ActiveBreeze®, TEMPUR-Adapt®, TEMPUR-ProAdapt®, TEMPUR-LuxeAdapt®, TEMPUR-ProBreeze®, TEMPURLuxeBreeze®, TEMPUR-Cloud®, TEMPUR-Contour , TEMPUR-Rhapsody , TEMPUR-Flex®, THE GRANDBED BY Tempur-Pedic®, TEMPUR- Ergo®, TEMPUR-UP , TEMPUR-Neck , TEMPUR-Symphony, TEMPUR-Comfort , TEMPUR-Traditional , TEMPUR-Home , Sealy®, Sealy Posturepedic®, Stearns & Foster®, Intellicoil , PrecisionFit , COCOON by Sealy , SealyChill , Mattress Firm®, and Sleepy’s® are trademarks, trade names, or service marks of Somnigroup International Inc., and/or its subsidiaries. All other trademarks, trade names, and service marks in this presentation are the property of the respective owners. 19
Legends No Offer or Solicitation This investor presentation is not intended to be, and shall not constitute, an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information and Where to Find It In connection with the proposed transaction, Somnigroup intends to file with the SEC a registration statement on Form S-4 (the “Form S-4”) that will include a proxy statement of Leggett and that will also constitute a prospectus of Somnigroup with respect to the shares of Somnigroup common stock to be issued in the proposed transaction (the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if and when available) will be filed with the SEC by, and mailed to shareholders of, Leggett. Each of Somnigroup and Leggett may also file other relevant documents with the SEC regarding the proposed transaction. This investor presentation is not a substitute for the Form S-4, the proxy statement/prospectus or any other document that Somnigroup or Leggett may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOMNIGROUP AND LEGGETT ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available), as well as other filings containing information about Somnigroup and Leggett, free of charge on the SEC's website at www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Somnigroup will be available free of charge on Somnigroup's website at https://somnigroup.com/investor-resources/financials/sec-filings/default.aspx. Copies of the documents filed with, or furnished to, the SEC by Leggett will be available free of charge on Leggett’s website at https://leggett.gcs-web.com/financials/sec-filings. The information included on, or accessible through, Somnigroup’s or Leggett’s website is not incorporated by reference into this investor presentation. Participants in Solicitation Somnigroup, Leggett and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. You can find information about Somnigroup's executive officers and directors in Somnigroup's definitive proxy statement filed with the SEC on March 31, 2026, under the section entitled “Proposal No. 1 — Election of Directors – Executive Officers,” “Proposal No. 1 — Election of Directors - Nominees to Board of Directors,” “Stock Ownership – Stock Ownership of Certain Beneficial Owners and Directors and Executive Officers,” “Executive Compensation and Related Information - Compensation of Executive Officers” and “Director Compensation.” You can find information about Leggett’s executive officers and directors in Leggett’s Annual Report on Form 10-K for the year ended December 31, 2025, under the sections entitled “Supplemental Information: Information about our Executive Officers” and “Directors, Executive Officers and Corporate Governance,” and in Leggett’s definitive proxy statement filed with the SEC on April 7, 2026, under the sections entitled “Corporate Governance and Board Matters - Director Compensation,” “Proposals to be Voted On at the Annual Meeting - Proposal One: Election of Directors,” “Executive Compensation and Related Matters - Compensation Discussion & Analysis” and “Security Ownership - Security Ownership of Directors and Executive Officers.” Additional information regarding the interests of the participants in the solicitation of proxies will be included in the Form S-4, the proxy statement/prospectus and other relevant materials to be filed with the SEC if and when they become available. You should read the Form S-4 and the proxy statement/prospectus carefully when available before making any voting or investment decisions. You may obtain free copies of these documents using the sources indicated above. 20
Use of Non-GAAP Financial Measures Information In this investor presentation and certain of its press releases and SEC filings, Somnigroup provides information regarding EBITDA, adjusted EBITDA, and leverage, which are not recognized terms under U.S. Generally Accepted Accounting Principles (“GAAP”) and do not purport to be alternatives to net income and earnings per share as a measure of operating performance, an alternative to cash provided by operating activities as a measure of liquidity, or an alternative to total debt. Also, Leggett provides information regarding Adjusted EBITDA, which is not recognized term under GAAP and does not purport to be an alternative to net income. Somnigroup and Leggett believe these non-GAAP measures provide investors with performance measures that better reflect Somnigroup’s and Leggett’s underlying operations and trends, including trends in changes in margin and operating expenses, providing a perspective not immediately apparent from net income and operating income. The adjustments each company’s management makes to derive the non-GAAP measures include adjustments to exclude items that may cause short-term fluctuations in the nearest GAAP measure, but which management does not consider to be the fundamental attributes or primary drivers of Somnigroup’s or Leggett’s businesses, as applicable. Somnigroup and Leggett believe that exclusion of these items assists in providing a more complete understanding of their respective underlying results from continuing operations and trends, and each company’s management uses these measures along with the corresponding GAAP financial measures to manage their respective businesses, to evaluate its consolidated and business segment performance compared to prior periods and the marketplace, to establish operational goals and management incentive goals, and to provide continuity to investors for comparability purposes. Limitations associated with the use of these non-GAAP measures include that these measures do not present all the amounts associated with Somnigroup’s or Leggett’s results as determined in accordance with GAAP. These non-GAAP measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by GAAP. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies. For more information regarding the use of these non-GAAP financial measures, please refer to the reconciliations on the following pages and Somnigroup’s and Leggett’s SEC filings. EBITDA and Adjusted EBITDA A reconciliation of Somnigroup’s GAAP net income to EBITDA and adjusted EBITDA per credit facility is provided on the subsequent slides. Somnigroup management believes that the use of EBITDA and adjusted EBITDA per credit facility provides investors with useful information with respect to Somnigroup’s operating performance and comparisons from period to period as well as Somnigroup’s compliance with requirements under its credit agreement. A reconciliation of Leggett’s GAAP net income to EBITDA and adjusted EBITDA is provided on the subsequent slides. Leggett management believes that the use of EBITDA and adjusted EBITDA provides investors with useful information with respect to Leggett’s operating performance and comparisons from period to period. Leverage Consolidated indebtedness less netted cash to adjusted EBITDA per credit facility, which Somnigroup may refer to as leverage, is provided on a subsequent slide and is calculated by dividing consolidated indebtedness less netted cash, as defined by Somnigroup’s senior secured credit facility, by adjusted EBITDA per credit facility. Somnigroup provides this as supplemental information to investors regarding Somnigroup’s operating performance and comparisons from period to period, as well as general information about Somnigroup 's progress in managing its leverage. 21
Somnigroup – 2025 Adjusted EBITDA Twelve Months Ended (in millions) December 31, 2025 Net income $ 384.1 Interest expense, net 261.1 (1) Transaction related interest expense, net 6.8 Income tax provision 95.7 Depreciation and amortization 291.6 EBITDA $ 1,039.3 Adjustments for financial covenant purposes: (2) Acquisition-related costs 114.2 (3) Transaction costs 56.0 (4) Business combination charges 53.8 (5) Loss on disposal of business 13.9 (6) Supply chain transition costs 12.1 (7) Disposition-related costs 10.5 (8) Cloud-based computing arrangements impairment 6.2 Adjusted EBITDA $ 1,306.0 Adjustments for financial covenant purposes: (9) Loss from unrestricted subsidiary 3.1 (10) Earnings from Mattress Firm prior to acquisition 18.7 (11) Future cost synergies to be realized from Mattress Firm acquisition 100.0 Adjusted EBITDA per credit facility $ 1,427.8 Consolidated indebtedness less netted cash $ 4,582.4 Ratio of consolidated indebtedness less netted cash to adjusted EBITDA 3.21 times 22
Somnigroup – 2025 Adjusted EBITDA (1) In the year ended 2025, the Company incurred $6.8 million of transaction related interest expense, net of interest income, related to the Term B Loan drawn and held in escrow. The proceeds of the Term B Loan were released upon the closing of the acquisition of Mattress Firm on February 5, 2025. (2) In the year ended 2025, the Company recognized $114.2 million of acquisition-related costs following the Mattress Firm Acquisition, primarily related to one- time business combination accounting and purchase price allocation adjustments. (3) In the year ended 2025, the Company recorded $56.0 million of transaction costs primarily related to the Mattress Firm acquisition and related divestitures. (4) In the year ended 2025, the Company recorded $53.8 million of business combination charges primarily related to the floor model transition associated with the refinement of Mattress Firm's multi-branded merchandising plan, professional fees and restructuring costs. (5) In the year ended 2025, the Company recorded a $13.9 million loss on disposal of business, net of proceeds of $9.0 million, associated with the divestiture of 73 Mattress Firm stores and the Sleep Outfitters subsidiary. (6) In the year ended 2025, the Company recorded $12.1 million of supply chain transition costs associated with the consolidation of certain manufacturing facilities. (7) In the year ended 2025, the Company recorded $10.5 million of disposition-related costs, primarily related to retail store transition costs incurred for the divestiture to Mattress Warehouse. (8) In the year ended 2025, the Company recorded $6.2 million of impairment charges related to certain cloud-based computing arrangements. (9) A subsidiary in the Tempur Sealy North America business segment was accounted for as held for sale and designated as an unrestricted subsidiary under the 2023 Credit Agreement. Therefore, this subsidiary's financial results were excluded from the Company’s adjusted financial measures for covenant compliance purposes. (10) The Company completed the Mattress Firm acquisition on February 5, 2025 and designated this subsidiary as restricted under the 2023 Credit Agreement. For covenant compliance purposes, the Company included $18.7 million of Mattress Firm adjusted EBITDA for the period prior to acquisition in the Company's calculation of adjusted EBITDA per credit facility for the year ended December 31, 2025. (11) For the year ended 2025, the Company is permitted to include $100.0 million of future cost synergies expected to be realized in connection with acquisitions for the purpose of calculating adjusted EBITDA in accordance with the 2023 Credit Agreement. 23
Somnigroup – 2025 Leverage Reconciliation (in millions) December 31, 2025 Total debt, net $ 4,685.7 (1) Plus: Deferred financing costs 31.6 Total debt 4,717.3 (2) Less: Netted cash 134.9 Consolidated indebtedness less netted cash $ 4,582.4 (1) The Company presents deferred financing costs as a direct reduction from the carrying amount of the related debt in the Condensed Consolidated Balance Sheets. For purposes of determining total debt for financial covenant purposes, the Company has added these costs back to total debt, net as calculated per the Condensed Consolidated Balance Sheets. (2) Netted cash includes cash and cash equivalents for domestic and foreign subsidiaries designated as restricted subsidiaries in the 2023 Credit Agreement. 24
Leggett & Platt – 2025 Adjusted EBITDA Twelve Months Ended (in millions) December 31, 2025 Net earnings $ 235.4 Net interest expense 66.3 Income taxes 54.3 Depreciation and amortization 122.4 EBITDA $ 478.4 Adjustments for reported Adjusted EBITDA Gain on sale of Aerospace Products Group (90.9) Net gain from insurance proceeds (34.7) Gain on sale of real estate (29.1) (1) Restructuring, restructuring-related, and impairment charges 36.2 (2) Pension settlement 22.0 Somnigroup unsolicited offer evaluation costs 3.4 Adjusted EBITDA $ 385.3 (1) 2025 includes $6 million of other restructuring activities not associated with the restructuring plan. (2) Impact from a non-cash settlement charge related to the termination of a pension plan. 25
Footnotes (1) Expected post-closing ownership is based on fully diluted shares outstanding as of April 9, 2026. (2) EBITDA, adjusted EBITDA, adjusted EPS, and leverage are non-GAAP financial measures. Please refer to the “Use of Non-GAAP Financial Measures Information” on a previous slide for more information regarding the definitions of EBITDA, adjusted EBITDA, adjusted EPS, and leverage, including the adjustments (as applicable) from the corresponding GAAP information. (3) Somnigroup management estimates. Addressable market estimates are informed by equity research notes and other industry reports. (4) Leggett & Platt's 2025 results include $132M of sales and $22M of adjusted EBITDA from the Aerospace business unit, which was divested in August 2025. Prior to the divestiture, the Aerospace business unit's financial results were included in the Specialized Products reporting segment. (5) The Specialized Products segment includes the Automotive and Hydraulic Cylinder businesses, and the partial impact of the divested Aerospace business and the Furniture, Flooring & Textile Products Segments includes the Home Furniture, Work Furniture, Flooring Products and Textile Products businesses. (6) The combined financials have been adjusted for the elimination of $293M of FY25 sales between Leggett & Platt and Somnigroup. (7) Leggett & Platt’s adjusted EBITDA has been adjusted to remove $22M of adjusted EBITDA from the Aerospace business unit, which was divested in August 2025. Leggett & Platt's adjusted EBITDA has also been adjusted to add back $17M of stock-based compensation amortization to conform to Somnigroup’s definition of adjusted EBITDA in its credit facility. 26