Leggett exec’s Somnigroup merger converts 172K shares
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Form Type
4
Rhea-AI Filing Summary
LEGGETT & PLATT INC (LEG) reported Form 4 activity for executive James Tyson Hagale related to the merger with Somnigroup International Inc. As part of the merger, Leggett performance stock units were assumed by Somnigroup and converted into Somnigroup restricted stock units, with performance conditions deemed achieved at 200% of target. The filing shows deemed acquisitions and corresponding dispositions of Leggett common stock and cash-settled restricted stock units tied to this conversion, rather than open‑market trades, with resulting Somnigroup RSUs vesting on schedules through December 31, 2028.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
HAGALE JAMES TYSON
Role
EVP, Pres. - Bedding Products
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Cash-Settled Restricted Stock Units F3 | 172,082 | -- | -- |
| Disposition | Cash-Settled Restricted Stock Units F3 | 172,082 | -- | -- |
| Grant/Award | Common Stock F1 | 172,086 | $0.00 | $0.00 |
| Disposition | Common Stock F2 | 367,879.3294 | -- | -- |
Holdings After Transaction:
Cash-Settled Restricted Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- 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. 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
Somnigroup conversion ratio: 0.1455 Somnigroup RSUs per Leggett performance stock unit
Performance vesting achievement: 200% of target
Common stock deemed acquired: 172,086 shares of Leggett common stock
+5 more
8 metrics
Somnigroup conversion ratio
0.1455 Somnigroup RSUs per Leggett performance stock unit
Conversion of outstanding Leggett performance stock units at the merger effective time
Performance vesting achievement
200% of target
Performance conditions on Assumed PSU Awards deemed achieved at merger effective time
Common stock deemed acquired
172,086 shares of Leggett common stock
Deemed acquisition underlying Assumed PSU Awards settled in Leggett common stock
Common stock disposed
367,879.3294 shares of Leggett common stock
Disposition to issuer tied to conversion into Somnigroup equity or cash equivalents
Cash-settled RSUs acquired
172,082 cash-settled restricted stock units
Somnigroup RSUs corresponding to Assumed PSU Awards originally cash-settled
Vesting dates
December 31, 2026; December 31, 2027; December 31, 2028
Vesting schedule for Somnigroup RSUs replacing certain Assumed PSU Awards
Payment deadline
No later than March 15 following each vesting date
Timing for cash payments on Somnigroup RSUs
Per‑share price on deemed acquisition
$0.0000 per share
Grant/award acquisition of 172,086 shares of Leggett common stock
Key Terms
Assumed PSU Awards, restricted stock units, performance stock unit, Merger Agreement, +2 more
6 terms
Assumed PSU Awards financial
"The total represents a deemed acquisition by the reporting person of Leggett shares underlying the portion of the Assumed PSU Awards"
restricted stock units financial
"converted into the right to receive 0.1455 restricted stock units with respect to shares of Somnigroup"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock unit financial
"each outstanding Leggett performance stock unit for which the performance period had not yet ended"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
Merger Agreement regulatory
"entered into an Agreement and Plan of Merger, dated 4/13/26 (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.
cash equivalent financial
"converted into the right to receive 0.1455 shares of Somnigroup common stock or Somnigroup RSUs, or the cash equivalent thereof"
cash-Settled Restricted Stock Units financial
"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."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did LEG (Leggett & Platt) report for James Tyson Hagale?
The report shows acquisitions and dispositions of Leggett common stock and cash-settled restricted stock units on August 26, 2026, all arising from the conversion of performance stock units and restricted stock units in connection with the Somnigroup merger, not from open‑market purchases or sales.
How were LEG performance stock units treated in the Somnigroup merger?
Each outstanding Leggett performance stock unit with an unended performance period was assumed by Somnigroup and converted into the right to receive 0.1455 Somnigroup restricted stock units per unit, with performance vesting conditions deemed achieved at 200% of target under the Merger Agreement.
What are Somnigroup RSUs received by the LEG executive and how do they vest?
Somnigroup RSUs represent a conditional right to receive a cash payment equal to the closing price of Somnigroup common stock on the applicable vesting date. These RSUs will vest on December 31, 2026, 2027, and 2028, with cash paid no later than March 15 after each vesting date.
Were the LEG Form 4 transactions under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5‑1 checkbox is not affirmed (aff_10b5_one is false). The transactions are described as equity award conversions and related dispositions pursuant to the Merger Agreement with Somnigroup, rather than trades executed under a pre‑arranged trading plan.
Did the LEG executive receive cash-settled awards in this Form 4?
Yes. The executive held Assumed PSU Awards that, by their terms, were to be settled in cash; at the merger effective time these were converted into Somnigroup RSUs providing a right to cash equal to Somnigroup’s closing stock price on each vesting date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
