Leggett & Platt (NYSE: LEG) investors OK Somnigroup deal, await final regulatory nod

Rhea-AI Filing Summary

LEGGETT & PLATT INC (LEG) reported that shareholders approved its Agreement and Plan of Merger with Somnigroup International Inc., under which Sparrow Unity Corporation, a wholly owned Somnigroup subsidiary, will merge with Leggett & Platt, leaving Leggett & Platt as a wholly owned Somnigroup subsidiary.

At a special meeting held August 20, 2026, shareholders adopted the Merger Agreement with 102,234,833 votes for, 7,364,123 against, and 148,050 abstentions. As of the July 6, 2026 record date, there were 136,578,715 shares outstanding, and 109,747,006 shares (about 80.35%) were represented, constituting a quorum.

Shareholders also approved, on a non-binding advisory basis, merger-related named executive officer compensation and an adjournment proposal, although adjournment was not needed once the merger was approved. The company states that the merger remains subject to a remaining required regulatory approval and other closing conditions before it can be completed.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding on record date: 136,578,715 shares Shares represented at special meeting: 109,747,006 shares Quorum percentage: 80.35% +4 more

7 metrics

Shares outstanding on record date 136,578,715 shares Common stock outstanding as of July 6, 2026 record date

Shares represented at special meeting 109,747,006 shares Shares present or represented by proxy, about 80.35% of outstanding

Quorum percentage 80.35% Portion of outstanding common stock entitled to vote present at meeting

Merger Agreement votes FOR 102,234,833 votes Proposal to adopt the Merger Agreement

Merger Agreement votes AGAINST 7,364,123 votes Proposal to adopt the Merger Agreement

Advisory compensation votes FOR 100,258,757 votes Non-binding advisory vote on merger-related named executive officer compensation

Adjournment proposal votes FOR 98,103,626 votes Proposal to adjourn the special meeting if necessary

Key Terms

Merger Agreement, proxy statement/prospectus, non-binding, advisory basis, forward-looking statements, +1 more

5 terms

Merger Agreement regulatory

"The Company’s shareholders approved the proposal to adopt the Merger Agreement"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

proxy statement/prospectus regulatory

"any required supplement or amendment to the proxy statement/prospectus"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

non-binding, advisory basis financial

"shareholders approved, on a non-binding, advisory basis, certain compensation"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

forward-looking statements regulatory

"This press release contains “forward-looking statements,” identified by words such as"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Somnigroup Merger Agreement regulatory

"risks associated with the Agreement and Plan of Merger, dated April 13, 2026"

FAQ

What merger did LEGGETT & PLATT (LEG) shareholders approve on August 20, 2026?

Shareholders approved the Agreement and Plan of Merger under which Sparrow Unity Corporation, a wholly owned subsidiary of Somnigroup International Inc., will merge with Leggett & Platt, and Leggett & Platt will survive as a direct, wholly owned subsidiary of Somnigroup, subject to remaining conditions.

How did LEG (LEGGETT & PLATT) shareholders vote on the Merger Agreement?

The Merger Agreement was approved with 102,234,833 votes FOR, 7,364,123 AGAINST, and 148,050 ABSTAIN. This followed a special meeting where approximately 80.35% of outstanding shares entitled to vote were present or represented by proxy.

What was the shareholder turnout for LEG (LEGGETT & PLATT)’s merger special meeting?

Out of 136,578,715 LEG common shares outstanding as of the July 6, 2026 record date, 109,747,006 shares were present in person or by proxy at the August 20, 2026 special meeting, representing about 80.35% of shares entitled to vote.

Did LEG (LEGGETT & PLATT) shareholders approve merger-related executive compensation?

Yes. On a non-binding advisory basis, shareholders approved certain merger-related named executive officer compensation, with 100,258,757 votes FOR, 8,988,480 AGAINST, and 499,769 ABSTAIN, as reported from the special meeting vote results.

What conditions remain before LEGGETT & PLATT’s merger with Somnigroup can close?

The company states the merger remains subject to a remaining required regulatory approval and satisfaction of other closing conditions set forth in the Somnigroup Merger Agreement before the transaction can be completed.

What was the result of LEG (LEGGETT & PLATT)’s adjournment proposal related to the merger?

Shareholders approved the adjournment proposal with 98,103,626 votes FOR, 10,909,534 AGAINST, and 733,846 ABSTAIN; however, adjournment was not needed because the Merger Agreement was approved and no proxy statement/prospectus supplement or amendment was required.

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Understanding 8-K Material Events →

Available on EDGAR 08/21/2026 - 04:25 PM Accepted by SEC EDGAR 08/21/2026 - 04:25 PM Learn about SEC filing dates

LEGGETT & PLATT INC false 0000058492 0000058492 2026-08-20 2026-08-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 20, 2026

LEGGETT & PLATT, INCORPORATED

(Exact name of registrant as specified in its charter)

Missouri		001-07845		44-0324630
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Leggett Road
Carthage, MO		64836
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 417-358-8131

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value		LEG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed, Leggett & Platt, Incorporated, a Missouri corporation (the “Company”) entered into an Agreement and Plan of Merger, dated April 13, 2026 (the “Merger Agreement”), by and among Somnigroup International Inc., a Delaware corporation (“Parent”), and Sparrow Unity Corporation, a Missouri corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and as a direct, wholly owned subsidiary of Parent. On August 20, 2026, the Company held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals relating to the Merger Agreement. Such proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 9, 2026.

As of the close of business on July 6, 2026, the record date for the Special Meeting (the “Record Date”), there were 136,578,715 shares of common stock, par value $0.01 per share, of the Company (“Company common stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 109,747,006 shares of Company common stock, representing approximately 80.35% of the outstanding shares of Company common stock entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.

The number of votes cast for and against, as well as abstention votes, with respect to each proposal presented at the Special Meeting was as follows:

Proposal No. 1: Approval of the Merger Agreement

The Company’s shareholders approved the proposal to adopt the Merger Agreement and thereby approve the transactions contemplated by the Merger Agreement, including the Merger, as follows:

FOR		AGAINST		ABSTAIN
102,234,833		7,364,123		148,050

Proposal No. 2: Advisory Vote on Merger-Related Named Executive Officer Compensation

The Company’s shareholders approved, on a non-binding, advisory basis, certain compensation that will or may become payable to the Company’s named executive officers in connection with the Merger as follows:

FOR		AGAINST		ABSTAIN
100,258,757		8,988,480		499,769

Proposal No. 3: Adjournment of the Special Meeting

The Company’s shareholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies to adopt the Merger Agreement or to allow reasonable additional time for the filing and mailing of any required supplement or amendment to the proxy statement/prospectus, and the review of such materials by Company shareholders as follows:

FOR		AGAINST		ABSTAIN
98,103,626		10,909,534		733,846

2

However, because Proposal No. 1 to adopt the Merger Agreement was approved and no supplement or amendment to the proxy statement/prospectus was necessary, the adjournment of the Special Meeting was not necessary and, accordingly, the Special Meeting was not adjourned.

Item 7.01 Regulation FD Disclosure.

On August 20, 2026, the Company issued a press release announcing shareholder approval of the Merger Agreement and the transactions contemplated by the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
99.1*		Press Release dated August 20, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

* Denotes furnished herewith.

3

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: August 21, 2026				By:		/s/ Jennifer J. Davis
						Jennifer J. Davis
						Executive Vice President – General Counsel

4

Exhibit 99.1

FOR IMMEDIATE RELEASE: AUGUST 20, 2026  

Leggett & Platt Announces Shareholder Approval of Merger with Somnigroup

Carthage, Mo., August 20, 2026 ---

Leggett & Platt today announced that its shareholders voted to approve the merger of the Company with Somnigroup International Inc. (NYSE: SGI). The Merger remains subject to a remaining required regulatory approval and we anticipate that the transaction will close upon satisfaction of the remaining closing conditions.

FORWARD-LOOKING STATEMENTS: This press release contains “forward-looking statements,” identified by words such as “expect,” “anticipate,” “estimate,” “believe,” or by the context in which they appear, including, but not limited to, the anticipated closing of the Somnigroup transaction upon satisfaction of the remaining closing conditions, including required regulatory approvals. Such statements are expressly qualified by cautionary statements described in this provision and reflect only the beliefs, expectations, and assumptions of the Company at the time the statement is made. Because all forward-looking statements deal with the future, they are subject to risks, uncertainties and developments which might cause actual events or results to differ materially from those envisioned or reflected in any forward-looking statement. Moreover, we do not have, and do not undertake, any duty to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement was made, whether as a result of new information, future events or otherwise, except as required by law. Some of these risks include: risks associated with the Agreement and Plan of Merger, dated April 13, 2026 (as may be amended from time to time, the “Somnigroup Merger Agreement”), by and among Somnigroup International Inc. (“Somnigroup”), Sparrow Unity Corporation, a Missouri corporation and a direct, wholly owned subsidiary of Somnigroup (“Merger Sub”) and the Company, pursuant to which, subject to the terms and conditions of the Somnigroup Merger Agreement, Merger Sub will merge with and into the Company (the “Somnigroup Merger”), with the Company surviving the Somnigroup Merger as a direct, wholly owned subsidiary of Somnigroup, including (i) the completion of the Somnigroup Merger is subject to certain conditions that may not be satisfied or waived, including certain governmental and regulatory approvals; (ii) an event, change or other circumstance could give rise to delays in completing the Somnigroup Merger or the termination of the Somnigroup Merger Agreement; (iii) the Company’s business relationships (including with Somnigroup and its affiliates) may be subject to disruption due to uncertainty associated with the Somnigroup Merger; (iv) the diversion of management time from ongoing business operations and opportunities as a result of the Somnigroup Merger; (v) failure to complete the Somnigroup Merger could negatively impact the share price and the future business and financial results of the Company; (vi) litigation against the Company could result in substantial costs, an injunction preventing the completion of the Somnigroup Merger and/or a judgment resulting in the payment of damages; (vii) the Company will incur significant transaction and merger-related costs in connection with the Somnigroup Merger; (viii) the possibility that the expected benefits of the Somnigroup Merger are not realized when expected or at all; and (ix) other risks inherent in the Company’s and Somnigroup’s businesses.

All such factors are difficult to predict, are beyond the Company’s and Somnigroup’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 the Company’s annual report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026. These risks, as well as other risks related to the proposed transaction, are included in the Form S-4 and proxy statement/prospectus that Somnigroup and Leggett & Platt filed with the SEC in connection with the proposed transaction. There may be other factors that may cause the Company’s and Somnigroup’s actual results to differ materially from the forward-looking statements. The Company does not undertake 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.

FOR MORE INFORMATION: Visit Leggett’s website at www.leggett.com.

COMPANY DESCRIPTION: Leggett & Platt (NYSE: LEG) 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.

CONTACT: Investor Relations, (417) 358-8131 or invest@leggett.com

Ryan M. Kleiboeker, Executive Vice President

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE DATED AUGUST 20, 2026 8.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB