SOMNIGROUP INTERNATIONAL INC. SEC Filings

Somnigroup International Inc. released an August 2026 investor presentation detailing its vertically integrated bedding platform and recent performance. Trailing twelve‑month net sales were $7,616 million and net income $533.3 million, up 27.1% and 99.1% year over year, with adjusted EBITDA of $1,360.7 million and leverage of 2.99x. Second‑quarter 2026 net income was $110.9 million and adjusted EPS was $0.58.

The company expects 2026 sales of approximately $7.6 billion, adjusted EBITDA of $1.39 billion, and full‑year adjusted EPS of $3.00 at the midpoint, supported by about $690 million of advertising spend, a 25% U.S. federal tax rate, and a diluted share count of 213 million. Management targets adjusted EPS growth from $2.70 in 2025 to approximately $5.15 by 2028, a 24% compound annual rate, while planning to allocate roughly half of free cash flow to dividends and share repurchases.

Somnigroup also outlines an all‑stock acquisition of Leggett & Platt valued at approximately $2.5 billion. Leggett & Platt shareholders will receive 0.1455 Somnigroup share for each of their shares and are expected to own about 9% of the combined company. The transaction is expected to be accretive to adjusted EPS before synergies, reduce net financial leverage, and generate about $50 million of annual run‑rate adjusted EBITDA synergies, with roughly $10 million in the first twelve months after closing.

Somnigroup International Inc. has filed a post-effective amendment to its shelf registration that previously covered resales of common stock by selling stockholders from the Mattress Firm Acquisition. The registration had been maintained to satisfy Somnigroup’s contractual registration obligations under the Mattress Firm merger agreement.

The merger agreement required Somnigroup to use commercially reasonable efforts to keep the resale registration effective and usable until August 5, 2026, the 18‑month anniversary of the Mattress Firm Acquisition closing, or earlier if specified ownership conditions were met. Those registration obligations have now expired, and Somnigroup is removing from registration any securities that were registered but remain unsold under that resale shelf.

FMR LLC and Abigail P. Johnson report beneficial ownership of SOMNIGROUP INTERNATIONAL INC common stock on a Schedule 13G/A. They collectively report 26,301,468.43 shares beneficially owned, representing 12.5% of the common stock class. FMR LLC has sole voting power over 23,001,680.35 shares and sole dispositive power over 26,301,468.43 shares, with no shared voting or dispositive power. Abigail P. Johnson reports no voting power but sole dispositive power over 26,301,468.43 shares. One or more other persons may receive dividends or sale proceeds from these shares, but no such person holds more than five percent of the outstanding common stock.

Somnigroup International Inc. reported second quarter 2026 results with total net sales of $1,823.5 million, down 3.0% from $1,880.8 million a year earlier, while gross margin improved to 44.8% from 44.0%. Net income rose 12.0% to $110.9 million and diluted EPS increased 10.6% to $0.52. Adjusted net income was $122.6 million and adjusted EPS was $0.58, up 9.4% from $0.53.

The company highlighted record second-quarter cash flows from operations of $236 million and ended the quarter with total debt of $4.4 billion and consolidated indebtedness less netted cash of $4.3 billion. The leverage ratio of consolidated indebtedness less netted cash to adjusted EBITDA was 2.99 times for the trailing twelve months ended June 30, 2026, compared with 3.56 times a year earlier.

For full year 2026, Somnigroup revised its adjusted EPS guidance to $2.85–$3.15, which it states represents about an 11% increase from 2025 at the midpoint. The company also reiterated its proposed all-stock acquisition of Leggett & Platt valued at approximately $2.5 billion, expected to close by the end of the third quarter of 2026, subject to shareholder and regulatory approvals. The Board declared a third quarter cash dividend of $0.17 per share, payable September 3, 2026 to shareholders of record on August 20, 2026.

Somnigroup International Inc. refinanced and extended its senior secured credit facilities through Amendment No. 5 to its 2023 Credit Agreement. The amended structure consists of a $1.2 billion term loan A and a $1.7 billion revolving credit facility, both maturing on July 27, 2031.

The amendment includes $510.0 million of incremental revolving commitments and provided $700.0 million used to prepay 2025 Refinancing Term B Loans. Management expects approximately $5 million in annual interest expense savings. Interest is based on a base rate or SOFR benchmarks plus margins tied to the company’s Consolidated Total Leverage Ratio.

The revised agreement also incorporates changes related to Somnigroup’s anticipated acquisition of Leggett & Platt and, upon achieving an Investment Grade Rating, permits the release of collateral and guarantees securing the credit facilities, which management characterizes as enhancing financial flexibility and optimizing its capital structure.

Leggett & Platt (LEG) has agreed to be acquired by Somnigroup (NYSE: SGI) pursuant to an Agreement and Plan of Merger dated April 13, 2026. At the Effective Time each outstanding share of Leggett & Platt common stock will convert into 0.1455 shares of Somnigroup common stock (the Exchange Ratio), with cash in lieu of fractional shares.

Based on share counts as of the record date, Somnigroup anticipates issuing approximately 19,872,203 shares in the transaction; former Leggett & Platt shareholders are expected to own approximately 8.6% of Somnigroup after closing. The Merger is subject to shareholder approval, regulatory clearances and customary closing conditions.

Somnigroup will issue approximately 19,872,203 shares of Somnigroup common stock in connection with the proposed merger with Leggett & Platt. Under the Merger Agreement, each outstanding share of Leggett & Platt common stock will be converted into the right to receive 0.1455 shares of Somnigroup common stock (the Exchange Ratio). The Merger Consideration is stock only (cash in lieu of fractional shares) and its value will vary with Somnigroup’s market price. The record date for Leggett & Platt shareholder voting was July 6, 2026; Leggett & Platt will hold a virtual special meeting on August 20, 2026, and the Merger Proposal requires the affirmative vote of at least two-thirds of outstanding Leggett & Platt shares. Upon closing, former Leggett & Platt shareholders are expected to own approximately 8.6% of Somnigroup and current Somnigroup holders approximately 91.4%.

Somnigroup International Inc. files a Form S-4 to register shares of Somnigroup common stock to be issued as consideration in its proposed merger with Leggett & Platt, Incorporated. Under the Merger Agreement, each share of Leggett & Platt common stock will convert into 0.1455 shares of Somnigroup common stock (the Exchange Ratio), with cash in lieu of fractional shares.

The proxy/prospectus describes a 6% formulaic Special Dividend if certain government competition proceedings commence and sets termination fees of $80 million (Somnigroup) and $64 million (Leggett & Platt). J.P. Morgan rendered a fairness opinion dated April 13, 2026. Closing is targeted by year-end 2026, subject to shareholder approval, regulatory clearances and other customary conditions.