[8-K] SOMNIGROUP INTERNATIONAL INC. Reports Material Event

Rhea-AI Filing Summary

On September 30, 2025, Somnigroup International Inc. increased its Board from seven to eight members and appointed Christopher T. Cook as an independent director effective immediately. Mr. Cook's term will expire at the company's 2026 Annual Meeting of Stockholders or until his successor is elected. He will receive a pro rata director equity award under the 2021 Amended and Restated Non-Employee Director Compensation Plan and will be paid under the company's director compensation program described in the 2025 Proxy Statement. The filing attaches a press release as Exhibit 99.1 announcing the appointment.

Positive

• Board expansion filled by an independent director, increasing board size to eight
• New director has over 20 years of relevant retail and executive experience, including leadership roles and prior public company board service
• Compensation and equity award for the director are provided under established plans and disclosed by reference to the 2025 Proxy Statement

Negative

• None.

Insights

Financial Analyst

TL;DR Board expanded and a retail-experienced independent director was added, with standard equity and cash compensation.

Christopher T. Cook brings over 20 years of retail and executive experience, including founding Sleep Experts Partners and serving on Mattress Firm's board. The appointment fills a newly created vacancy and follows the company's stated director compensation framework, with a pro rata equity award under the 2021 plan and cash compensation per the 2025 Proxy Statement. From a financial-materiality perspective, the filing discloses governance and compensation mechanics but does not present financial results or transactions that directly alter reported financial metrics.

Corporate Governance Expert

TL;DR Governance change: independent director added with disclosed compensation structure and no related-party transactions reported.

The appointment is documented as independent and subject to standard term expiration at the next annual meeting, aligning with typical governance practice. The filer explicitly states there are no related person transactions requiring disclosure and no arrangements or understandings influencing the appointment. Compensation is tied to an existing director plan, disclosed by reference, which supports transparency. The filing is procedural and governance-focused, without signaling extraordinary corporate control shifts.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 30, 2025

SOMNIGROUP INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware			001-31922			33-1022198
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

1000 Tempur Way

Lexington, Kentucky  40511

(Address of principal executive offices) (Zip Code)

(800) 878-8889

(Registrant’s telephone number, including area code)

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:

☐ 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 exchange on which registered
Common Stock, $0.01 par value			SGI			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 Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2025, the Board of Directors (the "Board") of Somnigroup International Inc. (the "Company") approved an increase of the size of the Board from seven to eight members effective immediately and filled the newly created vacancy by appointing Christopher T. Cook as an independent director to serve on the Board. Consistent with all of the Company's directors, Mr. Cook's term will expire at the Company's Annual Meeting of Stockholders for the year 2026 or until his successor is duly elected and qualified.

In connection with Mr. Cook's appointment to the Board, Mr. Cook will receive a director equity award under the Company's 2021 Amended and Restated Non-Employee Director Compensation Plan, representing a pro rata allocation of the annual director equity award based on an effective date of September 30, 2025 and will receive compensation as a non-employee director in accordance with the Company's director compensation program as described in its 2025 Proxy Statement, dated March 31, 2025.

Background of New Director

Mr. Cook is the founder of Dry Powder Capital, a private family investment office, and has served as its Principal since 2014. Mr. Cook founded Sleep Experts Partners, L.P., a chain of specialty mattress retail stores, and served as its Chief Executive Officer from 2004 until its acquisition by Mattress Firm Group Inc. ("Mattress Firm") in 2014. Mr. Cook continued to serve as a strategic consultant to the Mattress Firm executive team until 2016 and as a Director of Mattress Firm from 2018 until the Company's acquisition of Mattress Firm in 2025. Since April of 2022, Mr. Cook has served as a member of the Executive Board at the Southern Methodist University Cox School of Business and as an Advisory Board Member to certain subsidiaries of Bestige Holdings, LLC, a private equity firm, since November 2021. Mr. Cook also served on the Board of Directors of The Tile Shop (TTS), a publicly traded specialty retailer of tile and home improvement products, from September 2014 through October 2019 and as a member of the Board of Directors of Peerless Events & Tents, a tent rental company, from December 2018 through September 2023. Mr. Cook holds a BBA from Southern Methodist University Cox School of Business. Mr. Cook brings to the Board more than 20 years of executive leadership experience and deep understanding of the industry as a seasoned retail entrepreneur and former Mattress Firm board member, which makes him well-qualified to serve on the Company's Board.

There have been no related person transactions with Mr. Cook required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Cook and any other person pursuant to which the Board appointed Mr. Cook as director.

Item 8.01 Other Items.

On September 30, 2025, the Company issued a press release to announce the appointment of Mr. Cook to the Board. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release dated September 30, 2025 titled "Somnigroup International Appoints New Director".
104						Cover page interactive data file (embedded within the Inline XBRL document).

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.

Date:  September 30, 2025

			Somnigroup International Inc.
			By:			/s/ Bhaskar Rao
			Name:			Bhaskar Rao
			Title:			Executive Vice President & Chief Financial Officer

FAQ

Who was appointed to Somnigroup International's (SGI) board on September 30, 2025?

The company appointed Christopher T. Cook as an independent director effective September 30, 2025.

How long is Christopher T. Cook's term on the SGI board?

Mr. Cook's term will expire at the company's Annual Meeting of Stockholders for 2026 or when his successor is elected and qualified.

What compensation will the new SGI director receive?

Mr. Cook will receive a pro rata equity award under the company's 2021 Non-Employee Director Compensation Plan and cash compensation per the 2025 Proxy Statement.

Are there any related person transactions involving the new director disclosed by SGI?

The filing states there have been no related person transactions with Mr. Cook required to be disclosed under Item 404(a) of Regulation S-K.

Did SGI provide a press release about the board appointment?

Yes. The company issued a press release on September 30, 2025, which is attached as Exhibit 99.1 to the current report and incorporated by reference.