Leggett & Platt (NYSE: LEG) CEO swaps stock and awards in Somnigroup merger
Rhea-AI Filing Summary
LEGGETT & PLATT INC (LEG) reports a change in President and CEO Karl G. Glassman’s equity holdings tied to the merger of Leggett & Platt with Somnigroup International Inc. At the merger’s effective time, Glassman’s Leggett equity awards and shares were cancelled or assumed and converted into rights over Somnigroup common stock or cash-settled restricted stock units.
Outstanding Leggett stock options held by Glassman were disposed of to the issuer and, per the merger terms, each option was assumed by Somnigroup and became 0.1455 options for Somnigroup shares with an adjusted exercise price. Performance stock units were treated as achieved at 200% of target and converted into Somnigroup restricted stock units or cash-settled units. Direct and trust-held Leggett common shares, including those in the company retirement plan, were cancelled and converted into the right to receive 0.1455 Somnigroup shares per Leggett share.
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Insights
Analyzing...
Insider Trade Summary
Net Seller: 1,684,090.5968 shares
Net Sell
8 txns
Insider
GLASSMAN KARL G
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Options (Right to Buy) F5 | 40,917 | $9.7759 | $400K |
| Disposition | Employee Stock Options (Right to Buy) F5 | 55,051 | $7.266 | $400K |
| Grant/Award | Cash-Settled Restricted Stock Units F6 | 1,167,338 | -- | -- |
| Disposition | Cash-Settled Restricted Stock Units F6 | 1,167,338 | -- | -- |
| Grant/Award | Common Stock F1 | 1,167,344 | $0.00 | $0.00 |
| Disposition | Common Stock F2 | 2,308,087.1108 | -- | -- |
| Disposition | Common Stock F3 | 514,335 | -- | -- |
| Disposition | Common Stock F4 | 29,012.486 | -- | -- |
Holdings After Transaction:
Employee Stock Options (Right to Buy) — 0 shares (Direct);
Cash-Settled Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Glassman Living Trust);
Common Stock — 0 shares (Indirect, Held In Trust Under Issuer's Retirement Plan)
Footnotes (6)
- F1. Leggett & Platt, Incorporated (Leggett), Somnigroup International Inc (Somnigroup), and Sparrow Unity Corporation, a wholly owned subsidiary of Somnigroup (Merger Sub) entered into an Agreement and Plan of Merger, dated 4/13/26 (the Merger Agreement), pursuant to which Merger Sub merged with and into Leggett (the Merger). At the effective time of the Merger (the Effective Time), each outstanding Leggett performance stock unit for which the performance period had not yet ended was assumed by Somnigroup and converted into the right to receive 0.1455 restricted stock units with respect to shares of Somnigroup common stock (each, a Somnigroup RSU) on the same terms, except the performance vesting conditions were deemed achieved at 200% of target (Assumed PSU Awards). The total represents a deemed acquisition by the reporting person of Leggett shares underlying the portion of the Assumed PSU Awards that, by their original terms, were to be settled in shares of Leggett common stock.
- F2. Reflects shares of Leggett common stock, outstanding Leggett restricted stock unit awards, and the portion of the Assumed PSU Awards held by the reporting person that, by their terms, were to be settled in shares of Leggett common stock, each of which, at the Effective Time, was converted into the right to receive 0.1455 shares of Somnigroup common stock or Somnigroup RSUs, or the cash equivalent thereof, as applicable, pursuant to the terms of the Merger Agreement.
- F3. Reflects shares beneficially owned by the reporting person held by the Glassman Living Trust, each of which, at the Effective Time, was cancelled and converted into the right to receive 0.1455 shares of Somnigroup common stock.
- F4. Reflects shares beneficially owned by the reporting person held in trust in the Leggett retirement plan, each of which, at the Effective Time, was cancelled and converted into the right to receive 0.1455 shares of Somnigroup common stock.
- F5. At the Effective Time, each outstanding Leggett stock option held by the reporting person was assumed by Somnigroup and converted into the right to receive 0.1455 options to purchase shares of Somnigroup common stock under the same terms, except the exercise price will equal the quotient obtained by dividing (i) the exercise price of the Leggett option, by (ii) 0.1455, rounded up to the nearest whole cent.
- F6. The total in columns 5 and 7 represents the portion of the Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the Effective Time, each such Assumed PSU Award was assumed by Somnigroup and converted into a Somnigroup RSU that represents a conditional right to receive a cash payment equal to the closing price of Somnigroup common stock on the applicable vesting date. Such Somnigroup RSUs will vest on the same schedule as the Assumed PSU Awards, on December 31, 2026, December 31, 2027 and December 31, 2028, respectively, and cash payments therefor will be delivered to the reporting person no later than March 15 following the respective vesting date.
Key Figures
Leggett stock options disposed (grant 2018-03-15): 40,917 Employee Stock Options
Leggett stock options disposed (grant 2020-03-15): 55,051 Employee Stock Options
Cash-settled restricted stock units affected: 1,167,338 Cash-Settled RSUs
+5 more
8 metrics
Leggett stock options disposed (grant 2018-03-15)
40,917 Employee Stock Options
Disposed to issuer on 2026-08-26; options had a $48.88 exercise price and were converted into Somnigroup options per the merger terms
Leggett stock options disposed (grant 2020-03-15)
55,051 Employee Stock Options
Disposed to issuer on 2026-08-26; options had a $36.33 exercise price and were converted into Somnigroup options per the merger terms
Cash-settled restricted stock units affected
1,167,338 Cash-Settled RSUs
Portion of Assumed PSU Awards converted at the effective time into Somnigroup RSUs representing cash-settled rights
Common Stock deemed acquired from PSU awards
1,167,344 Common Shares
Represents Leggett shares underlying the portion of Assumed PSU Awards originally to be settled in Leggett common stock
Common Stock cancelled and converted under merger terms
2,308,087.1108 Common Shares
Leggett common stock, RSUs, and certain PSU portions converted into rights to receive 0.1455 Somnigroup shares or Somnigroup RSUs or cash
Common Stock cancelled in Glassman Living Trust
514,335 Common Shares
Trust-held Leggett shares cancelled and converted into the right to receive Somnigroup common stock at a 0.1455 exchange ratio
Retirement plan Common Stock cancelled
29,012.486 Common Shares
Leggett retirement plan trust shares beneficially owned by the reporting person cancelled and converted into Somnigroup common shares at 0.1455 per share
Equity exchange ratio
0.1455 Somnigroup shares/RSUs per Leggett share or unit
Applied to Leggett common stock, RSUs, options, and PSU awards at the merger’s effective time
Key Terms
Agreement and Plan of Merger, Assumed PSU Awards, Somnigroup RSU, cash-settled restricted stock units, +2 more
6 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger, dated 4/13/26 (the Merger Agreement)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Assumed PSU Awards financial
"performance vesting conditions were deemed achieved at 200% of target (Assumed PSU Awards)"
Somnigroup RSU financial
"converted into the right to receive 0.1455 restricted stock units with respect to shares of Somnigroup common stock (each, a Somnigroup RSU)"
cash-settled restricted stock units financial
"The total in columns 5 and 7 represents the portion of the Assumed PSU Awards...converted into a Somnigroup RSU that represents a conditional right to receive a cash payment"
Leggett retirement plan financial
"shares beneficially owned by the reporting person held in trust in the Leggett retirement plan"
exercise price financial
"except the exercise price will equal the quotient obtained by dividing (i) the exercise price of the Leggett option, by (ii) 0.1455"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
FAQ
What did the Form 4 report for LEG (Leggett & Platt) CEO Karl G. Glassman?
It reported that Karl G. Glassman’s Leggett equity—stock options, performance and restricted stock units, and common shares—was cancelled or assumed and converted into rights over Somnigroup common stock or Somnigroup RSUs/cash units in connection with the merger between Leggett & Platt and Somnigroup.
How were LEG stock options treated in the Somnigroup merger?
Each outstanding Leggett stock option held by Karl G. Glassman was assumed by Somnigroup and converted into the right to receive 0.1455 options to purchase Somnigroup common stock, with the new exercise price equal to the original Leggett exercise price divided by 0.1455, rounded up to the nearest cent.
What exchange ratio applied to LEG common stock and awards in the merger?
At the effective time, each relevant Leggett security—common shares, restricted stock units, and certain performance stock units—was converted into the right to receive 0.1455 shares of Somnigroup common stock or Somnigroup RSUs, or the cash equivalent, as specified by the merger agreement.
How were performance stock units for LEG handled for Karl G. Glassman?
Leggett performance stock units with uncompleted performance periods were assumed by Somnigroup and converted into 0.1455 Somnigroup RSUs per unit. The performance conditions were deemed achieved at 200% of target, and some awards became cash-settled Somnigroup RSUs tied to Somnigroup’s share price.
When will the new Somnigroup RSUs from LEG’s PSU awards vest?
The Somnigroup RSUs created from the cash-settled portion of the Assumed PSU Awards will vest on December 31, 2026, December 31, 2027, and December 31, 2028. Cash payments will be delivered to Karl G. Glassman no later than March 15 following each respective vesting date.
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