Somnigroup International Inc. (NYSE: SGI) to buy Leggett & Platt for $2.5B
Rhea-AI Filing Summary
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.
Positive
- Trailing twelve‑month performance shows net sales of $7,616 million, net income of $533.3 million (up 99.1%), and adjusted EBITDA of $1,360.7 million, reflecting substantial recent profit growth.
- Management is targeting adjusted EPS growth from $2.70 in 2025 to about $5.15 by 2028, a stated 24% compound annual rate, alongside plans to return roughly half of free cash flow via dividends and share repurchases.
- The planned all‑stock acquisition of Leggett & Platt, valued at about $2.5 billion, is expected to be accretive to adjusted EPS before synergies, lower net financial leverage, and deliver $50 million of annual run‑rate adjusted EBITDA synergies.
Negative
- None.
Filing Explained
The contemplated deal issuance would dilute existing ownership only if completed; the presentation also says 2026 guidance is not reconfirmed.
The August 6 Form 8-K furnishes an investor presentation describing the proposed all-stock Leggett & Platt transaction, which remains subject to shareholder and regulatory approvals and is therefore a conditional future share issuance, not a completed change to Somnigroup’s common-share count.
If completed, issuing those additional shares would increase the total share count and reduce existing holders’ percentage ownership. The presentation is furnished under Item 7.01, is not treated as filed under Section 18, and is not incorporated by reference into registration statements unless expressly referenced.
The presentation states that its 2026 guidance is not being reconfirmed as of
8-K Event Classification
2 items: 7.01, 9.01
2 items
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, and exhibit attachments filed with this report.
Key Figures
Net sales TTM: $7,616 million
Net income TTM: $533.3 million
Adjusted EBITDA TTM: $1,360.7 million
+5 more
8 metrics
Net sales TTM
$7,616 million
Trailing twelve months ended June 30, 2026 net sales
Net income TTM
$533.3 million
Trailing twelve months ended June 30, 2026 net income, up 99.1%
Adjusted EBITDA TTM
$1,360.7 million
Adjusted EBITDA for the trailing twelve months ended June 30, 2026
Leverage
2.99x
Consolidated indebtedness less netted cash to adjusted EBITDA per credit facility as of June 30, 2026
Q2 2026 net income
$110.9 million
Net income for the three months ended June 30, 2026
Q2 2026 adjusted EPS
$0.58
Adjusted diluted EPS for the three months ended June 30, 2026
Leggett & Platt deal value
$2.5 billion
Approximate total purchase price based on Somnigroup’s April 10, 2026 closing share price
Leggett & Platt ownership
9%
Approximate fully diluted ownership of the combined company by Leggett & Platt shareholders post‑closing
Key Terms
Adjusted EBITDA per credit facility, Business combination charges, Supply chain transition costs, Leverage, +2 more
6 terms
Adjusted EBITDA per credit facility financial
"Adjusted EBITDA per credit facility is provided on a subsequent slide"
Business combination charges financial
"we recorded $57.5 million of business combination charges primarily related"
Supply chain transition costs financial
"we recorded $7.3 million of supply chain transition costs"
Leverage financial
"Consolidated indebtedness less netted cash to adjusted EBITDA per credit facility, which we may refer to as leverage"
Leverage is the use of borrowed money or other financial tools to try to amplify the returns from an investment, like using a crowbar to move a heavier rock than you could with your hands. It can boost gains when things go well but also magnifies losses and the chances of running into trouble if income or asset values fall, so investors watch leverage to judge both growth potential and financial risk.
Forward-looking statements regulatory
"This investor presentation contains statements regarding the Company’s expectations of future performances, statements relating to forward-looking statements"
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.
Non-GAAP financial measures financial
"the Company provides information regarding adjusted net income, adjusted EPS, EBITDA, adjusted EBITDA, free cash flow, and leverage, which are non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What financial results did Somnigroup (SGI) highlight for the trailing twelve months ended June 30, 2026?
Somnigroup reported $7,616 million in net sales, $533.3 million in net income, and $1,360.7 million in adjusted EBITDA for the trailing twelve months. Adjusted diluted EPS over that period was $2.84, supported by its vertically integrated bedding operations and global portfolio.
What is Somnigroup (SGI)’s outlook for 2026 sales, earnings, and margins?
For 2026, Somnigroup expects sales of about $7.6 billion, adjusted EBITDA of $1.39 billion, and adjusted EPS of $3.00 at the midpoint. Assumptions include a mid‑single‑digit decline in the global bedding industry, $690 million of advertising, a 25% U.S. tax rate, and 213 million diluted shares.
What are the key terms of Somnigroup (SGI)’s proposed acquisition of Leggett & Platt?
Somnigroup plans an all‑stock acquisition of Leggett & Platt valued at approximately $2.5 billion. Leggett & Platt shareholders will receive 0.1455 Somnigroup share per share and are expected to own about 9% of the combined company. Closing is targeted by year‑end 2026, subject to shareholder and regulatory approvals.
How is the Leggett & Platt deal expected to impact Somnigroup (SGI)’s earnings and synergies?
The Leggett & Platt combination 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. Management expects approximately $10 million of that synergy benefit in the first twelve months after closing.
What leverage and capital allocation plans did Somnigroup (SGI) describe?
As of June 30, 2026, Somnigroup reported leverage of 2.99x (consolidated indebtedness less netted cash to adjusted EBITDA) and liquidity of about $1,010 million. For 2026, it intends to allocate roughly 50% of free cash flow to shareholder returns via dividends and share repurchases.
What synergies does Somnigroup (SGI) expect from the Mattress Firm acquisition?
Somnigroup targets total Mattress Firm net synergies of $260 million in adjusted EBITDA impact, with $80 million realized in 2025, a $130 million target for 2026, and an additional $50 million targeted for 2027, coming from both sales and cost synergies.
How did Somnigroup (SGI)’s Q2 2026 results compare with Q2 2025?
For Q2 2026, Somnigroup reported net sales of $1,824 million, down 3.0% year over year, and net income of $110.9 million, up 12.0%. Adjusted net income was $122.6 million, adjusted EBITDA $296.5 million, GAAP EPS $0.52, and adjusted EPS $0.58.
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): August 6, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 | ||||||
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 7.01. Regulation FD Disclosure.
On August 6, 2026, Somnigroup International Inc. (NYSE: SGI, "Somnigroup") released an updated investor presentation (the "Investor Presentation"). The Investor Presentation will be used from time to time in meetings with investors. A copy of the Investor Presentation is furnished hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |||||||
| 99.1 | Somnigroup International Inc. August 6, 2026 Investor Presentation. | |||||||
| 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: August 6, 2026
| Somnigroup International Inc. | ||||||||
| By: | /s/ Bhaskar Rao | |||||||
| Name: | Bhaskar Rao | |||||||
| Title: | Executive Vice President & Chief Financial Officer | |||||||
NYSE: SGI A u g u s t 2 0 2 6
Global Scale, Vertical Integration: World’s leading bedding company with end-to-end capabilities from design and manufacturing to retail. Omnichannel Reach & Iconic Brands: Portfolio of trusted brands and products, reaching consumers wherever they shop – online, in 2,800+ stores, and through a robust wholesale network. Relentless Innovation & Consumer Insight: Industry-leading R&D, marketing investment, and consumer access fuel product differentiation and demand as sleep becomes ever more central to health and wellness. Operational Excellence & Leverage: Structural advantages drive superior efficiency and cash flow. Resilient Cash Generation & Disciplined Capital Allocation: Robust free cash flow and strong balance sheet supports business reinvestment, acquisitions, and shareholder returns. Connected, Proven Leadership: Seasoned management team with track record of driving execution and growth across all business units. SOMNIGROUP INVESTMENT THESIS 2 Poised for Industry Recovery: positioned to grow sales and drive value as the $120 billion1 global bedding market rebounds.
High-level strategic direction • Corporate governance • Capital allocation Tactical go-to-market strategy • Operational excellence • Passionate customer service SOMNIGROUP’S STRUCTURE 3
SOMNIGROUP 4 CONSUMER-CENTRIC INNOVATION DIVERSIFIED PORTFOLIO MANUFACTURING & LOGISTICS OMNI-CHANNEL RETAIL • Advanced R&D capabilities driving continuous solutions-based innovation • Diverse brand portfolio includes highly recognized brands • Global manufacturing footprint with advanced manufacturing and logistics capabilities • Leading bedding retailer in the U.S. and UK • Integrated brick- and-mortar and e-commerce ecosystem The world’s leading bedding company, dedicated to enriching people’s lives through the power of a great night’s sleep.
SOMNIGROUP 5 Optimize investments in sleep technology Improve targeted innovation Drive advertising share of voice Enhance consumer outcomes Accelerate continuous feedback loop Uniquely positioned to optimize consumer experience
SOMNIGROUP’S VERTICALLY INTEGRATED STRATEGY 6 OPERATIONS FACILITIES W I T H RETAIL STORES 20,000 associates Manufacturing and R&D facilities Distribution centers Logistics fleet Mattress Firm retail stores Dreams retail stores Tempur® retail stores E-commerce platforms SOMNIGROUP ECOSYSTEM
DIRECT TO CONSUMER as a percentage of TOTAL SALES SOMNIGROUP’S JOURNEY TO VERTICAL RETAILER 7*Somnigroup acquired Mattress Firm in February 2025. 4% 4% 7% 9% 13% 13% 18% 23% 24% 25% 63% 66% 0% 10% 20% 30% 40% 50% 60% 70% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025* 2Q26
KINDRA BELLIS EVP, CIO DAVID MONTGOMERY EVP, GLOBAL BUSINESS DEVELOPMENT SOMNIGROUP EXECUTIVE TEAM 8 SCOTT THOMPSON CHAIRMAN, CEO CLIFF BUSTER CEO STEVE RUSING CEO JONATHAN HIRST CEO TOM MURRAY EVP, CMO KINDEL NUÑO EVP, CHRO, GC BHASKAR RAO EVP, CFO
SOMNIGROUP’S ROBUST CAPITAL ALLOCATION 9 INVESTMENTS IN GROWTH INITIATIVES CAPITAL RETURNED TO SHAREHOLDERS $1B invested in our plants and processes to drive operations $5.6B invested in accretive M&A activities $2B invested in share repurchases $400M+ invested in quarterly dividends 2x-3x target leverage2 range supported by strong balance sheet 2020 - 2025
10 A Leading U.S. Bedding Retailer
OVERVIEW – MATTRESS FIRM 11 LEADING OMNICHANNEL U.S. RETAILER 2,100+ brick-and-mortar retail stores integrated with e- commerce and sleep education platforms to enable a seamless consumer purchase journey STRONG CONSUMER ENGAGEMENT Robust consumer touchpoints with deep insight into evolving preferences to optimize the consumer purchase journey and sustain consumer loyalty EXCEPTIONAL RETAIL TALENT 5,400+ highly trained retail sales associates facilitate an educational and effective end-to-end consumer purchase journey DIVERSIFIED PRODUCT OFFERING Leading brands and complementary private labels provide a range of innovative consumer solutions
RETAIL FOOTPRINT 12 TX MT CA ID NV AZ OR IL NM CO WY MN SD IA ND UT KS NE WA WI OK MI MO NY PA FL IN AL GA AR LA NC VA TN KY OH MS ME SC WV VT NH CT NJ MD DE RI DC AK HI Owned or owned + franchised locations Geographic Footprint • 2,100+ owned retail stores across 45 states • Integrated e-commerce capabilities with 75M+ website visitors3 annually MA Franchised locations
MATTRESS FIRM’S DIVERSIFIED PRODUCT OFFERINGS 13 Somnigroup Brands and Private Label Other Leading Brands • A leading retailer of Tempur-Pedic®, Sealy®, and Stearns & Foster® branded products • Retails Sleepy’s® and tulo® private label bedding manufactured by Tempur Sealy • A leading retailer of Beautyrest®, Nectar®, Serta®, Simmons®, DreamCloud®, Kingsdown®, Ashley®, and Purple® branded products SOMNIGROUP BRANDS AND PRIVATE LABELS ARE EXPECTED TO REPRESENT A MID-60s PERCENTAGE OF MATTRESS FIRM’S 2026 SALES1
SCALE COMPETITIVE DIFFERENTIATORS 14 PRODUCT SELECTION Diverse and curated assortment CONVENIENCE Seamless experience nationwide on and offline RETAIL EXPERTISE Highly trained Sleep Experts EXPERIENCE Personalized to each consumer CONSUMER TOUCHPOINTS Data driven tools improving consumer outcomes LOGISTICS Accelerated order-to-deliver
SALES GROWTH OUTLOOK 15 Drive conversion and AOV through enhanced RSA training Invest in stores and products to improve consumer shopping experience Continuously align brick-and-mortar footprint to consumer demand Drive e-commerce traffic via strategic investments in digital marketing Leverage improving U.S. industry Develop compelling branded exclusive products and private brands
16 A Leading Global Manufacturer
OVERVIEW – TEMPUR SEALY 17 CORE COMPETENCIES GEOGRAPHICAL CONCENTRATION PRODUCTS SOLD IN 100+ COUNTRIES WORLDWIDE Consumer-Centric Innovation Leading Product Brands World-Class Manufacturing Integrated Marketing Extensive Logistics Capabilities ~70% Domestic ~30% International
COMPETITIVE DIFFERENTIATORS 18 ICONIC BRANDS Consumer preferred supported by advertising DIVERSE PORTFOLIO Wide range of price points and technologies GLOBAL MANUFACTURING Extensive capabilities across 70+ plants LOGISTICS Global integrated logistics operations R&D Advanced in-house technology and product development MARKETING Fully integrated data-driven marketing initiatives SCALE
BRAND PORTFOLIO 19 TEMPUR-PEDIC®: LEADING WORLDWIDE PREMIUM BEDDING BRAND Tempur-Pedic® uniquely adapts, supports, and aligns to you to deliver truly life- changing sleep. $2,300-$10,600* STEARNS & FOSTER®: HIGH-END-TARGETED BRAND The world’s finest beds that are made with exceptional materials, time-honored craftsmanship and impeccable design. $1,900-$6,600* SEALY®: #1 BEDDING BRAND1 Combines innovation, engineering and industry-leading testing to ensure quality and durability. $400-$2,600* PRIVATE LABEL OFFERINGS: CUSTOMIZED PRODUCT Offers products for the value-oriented consumer. *Retail prices for a standard queen mattress.
GLOBAL MANUFACTURING FOOTPRINT 20 72 manufacturing facilities 20 million sq. ft. of manufacturing and distribution operations 4 state-of-the-art product testing locations 110k sq. ft. R&D innovation Wholly owned (30) Joint Venture (9) Licensee (29)Tempur-Pedic® Facility (4)
TTM 2Q’26 Sales SUCCESSFUL OMNI-DISTRIBUTION PLATFORM 21 • Significant worldwide sales growth • Highly profitable • Direct customer relationships E-commerce • Luxury Tempur-Pedic® experiences • Operate approximately 425+ stores worldwide and expanding direct customer relationships • Highly profitable Company- Owned Stores • Third-party retailers are our largest distribution channel • Significant private label opportunity • Valued win-win relationships with retailers Wholesale NORTH AMERICA WHOLESALE NORTH AMERICA DIRECT-TO- CONSUMER *Eliminated on a consolidated basis in accordance with GAAP. **International Direct-to-Consumer sales includes Dreams sales. INTERNATIONAL DIRECT-TO-CONSUMER** INTERNATIONAL WHOLESALE NORTH AMERICA WHOLESALE INTERCOMPANY SALES TO MATTRESS FIRM* 42% 8%10% 17% 23%
KEY MARKETS 22 NORTH AMERICA • $45B1 bedding market • Historically strong bedding industry growth, emerging from a prolonged downturn* • Continued opportunities to expand through higher slot velocity, expansion into non- traditional channels, and growing DTC presence INTERNATIONAL • $75B1 bedding market • Highly fragmented • Historically solid bedding industry growth, emerging from a prolonged downturn • Opportunities for growth in existing and new international markets *See historical U.S. industry detail in Appendix.
SALES GROWTH OUTLOOK 23 Expand into OEM market. Grow wholesale through existing and new retail relationships. Invest in innovation to meet customer demand. Expand direct-to-consumer through e-commerce and company-owned stores. Invest in U.S. Sealy and Stearns & Foster® products and marketing.
Tempur Sealy fully mitigating expected financial impact of commodity inflation • Tempur Sealy U.S. and international modest pricing actions offsetting inflationary pressures tied to oil-derived inputs, including key chemicals, gasoline, and diesel • No net impact to FY2026 Tempur Sealy earnings: Modified seasonality as cost increases hit slightly before pricing actions are fully implemented, giving retailers time to adjust merchandising and advertising plans $(10M) Annualized pricing benefit to LFL global TSI sales* $100M *Tempur Sealy on a standalone basis before intercompany eliminations. 24 COMMODITY INFLATION & PRICING ACTIONS $10M Q2’26 2H’26 FY’26 $0M
25 A Leading UK Bedding Retailer
DIVERSIFIED PRODUCT OFFERING Multi-branded strategy comprised of in-house brands, Tempur Sealy brands, and third-party brands OVERVIEW – DREAMS 26 LEADING UK BEDDING RETAILER 225+ brick-and-mortar retail stores, 2,000+ colleagues, and an integrated e-commerce platform attracting over 18M visitors3 annually VERTICALLY INTEGRATED In-house manufacturing, distribution and logistics operations result in Dreams producing and delivering the majority of the product it sells GROWTH OPPORTUNITY Driving growth through leveraging its vertically integrated business model and broad brand range of offerings to meet consumer needs
FINANCIALS 27
SECOND QUARTER PERFORMANCE 28 Trailing Twelve MonthsThree Months Ended % ChangeJune 30, 2025 June 30, 2026% ChangeJune 30, 2025 June 30, 2026 (in millions, except percentages and per common share amounts) 27.1%$5,993$7,616-3.0%$1,881$1,824Net Sales 99.1%$268$53312.0%$99$111Net Income 29.8%$464$6028.4%$113$123Adjusted Net Income2 67.1%$759$1,26915.2%$244$281EBITDA2 31.7%$1033$1,3612.0%$291$297Adjusted EBITDA2 74.8%$1.43$2.5010.6%$0.47$0.52GAAP EPS 16.4%$2.44$2.849.4%$0.53$0.58Adjusted EPS2 Q2 ‘26 Sales by Channel 66% 34% Direct Wholesale
2026 OUTLOOK4 29 Expect full-year adjusted EPS2 of $3.00 at the midpoint Other Modeling Assumptions $310MDepreciation & Amortization $225MCapital Expenditures $230MInterest Expense 25%U.S. Federal Tax Rate 213M sharesDiluted Share Count • The global bedding industry to be down mid-single digits year over year • We expect sales of approximately $7.6B at the midpoint • Consolidated adjusted gross margin to be slightly above 45% • Approximately $690M of advertising investments • Resulting in adjusted EBITDA2 of $1.39B at the midpoint $1.00 $1.94 $3.19 $2.60 $2.40 $2.55 $2.68 $3.00 $- $1.00 $2.00 $3.00 $4.00 2019 2020 2021 2022 2023 2024 2025 2026 Projected Adjusted EPS2 CAGR of 17% 2019-2026
Total2027 Target2026 Target2025 ActualAdjusted EBITDA1,2 Impact $125$0$65$60Sales Synergies $135$50$65$20Cost Synergies $260$50$130$80Total MATTRESS FIRM ACQUISITION NET SYNERGIES4 • Expanded scale and vertical integration drive operational efficiencies across sourcing, manufacturing, and logistics • Enhanced visibility to consumer demand creates opportunities for agile supply chain management COST SYNERGIESSALES SYNERGIES • Mattress Firm is further aligning their merchandising to consumer demand • As a result, we are realizing meaningful expansion in Tempur Sealy’s balance of share at Mattress Firm, resulting in incremental Tempur Sealy EBITDA2 • We are also realizing an EBITDA2 benefit from enhanced economics as Mattress Firm deepens relationships with key third-party suppliers 30
LONG TERM PERSPECTIVE4 31 2026-2028 Adjusted EPS2 SALES TARGETS1 • We are targeting sales to grow at a compound annual rate of mid single-digits between 2025 and 2028. • This indicates adjusted EPS2 would increase from $2.70 in 2025 to approximately $5.15 by 2028, a compound annual growth rate of 24%.$2.70 $3.00* $5.15 $0.00 $2.00 $4.00 $6.00 2025 2026 2028 *This represents the midpoint of our 2026 EPS range.
CAPITAL STRUCTURE 32 • Leverage2 was 2.99x and liquidity was ~$1,010M as of 6/30/26 • In 2026, we intend to begin to allocate approximately 50 percent of free cash flow to capital returns to shareholders in the form of dividends and share repurchases • In July 2026, we refinanced our credit facilities, which include a $1.7B revolver and a $1.2B term loan A • Credit ratings o Fitch: BB+ o Moody’s: Ba2 o S&P: BB $292 $30 $60 $60 $60 $60 $930 $104 $800 $800 $8 $15 $15 $15 $15 $459 0 500 1000 1500 2000 2500 2026 2027 2028 2029 2030 Thereafter Debt Maturities* Revolving Credit Facility Term Loan A Securitized Debt 2029 Senior Notes 2031 Senior Notes Term Loan B *Updated for the refinancing of our credit facilities.
LEGGETT & PLATT AGREEMENT 33
34 • Total purchase price of approximately $2.5B, based on Somnigroup’s closing share price on April 10, 2026 • 100% stock consideration • Leggett & Platt shareholders will receive 0.1455 shares of Somnigroup common stock in exchange for each share of Leggett & Platt stock they own Consideration • Leggett & Platt’s shareholders will own approximately 9% of the combined company on a fully diluted basis Expected Post- Closing Ownership¹ • Expected to be accretive to adjusted EPS² before synergies in the first year post close • Expected to lower Somnigroup’s net financial leverage² and increase financial flexibility • Combination presents meaningful cost synergy opportunities with an expected net positive impact on adjusted EBITDA² of $50 million on a fully implemented annual run-rate basis, with approximately $10 million benefiting adjusted EBITDA² in the first twelve months post-closing Financial Impact • Leggett & Platt is expected to operate as a separate business unit within Somnigroup, similar to Tempur Sealy, Mattress Firm and Dreams • Leggett & Platt’s Chairman and CEO, Karl Glassman, will continue to lead Leggett & Platt following the closing date and will assist with a seamless transition to a new CEO of the Leggett & Platt business unit within twelve months of closing • Leggett & Platt to maintain its offices in Carthage, MO, and the combined company will continue to honor Leggett & Platt’s existing supply agreements with customers, including those in the bedding industry Management & Governance • Anticipated to close by year-end 2026 • Subject to the satisfaction of customary closing conditions, including approval by Leggett & Platt’s shareholders and receipt of applicable regulatory approvals Timing & Approvals TRANSACTION SUMMARY
Continues Vertical Integration Strategy, Enhancing Consumer-Centric Innovation Expands Addressable Market in Bedding and into Non-Bedding Industries Reduces Financial Leverage2 and Drives Operating Cash Flow Drives Immediate Adjusted EPS2 Accretion Before Synergies Creates Meaningful Synergy Opportunities 1 2 3 4 5 TRANSACTION RATIONALE 35
Thank you for your interest in For more information, please email: investor.relations@somnigroup.com 36
APPENDIX 37
U.S. HISTORICAL INDUSTRY VOLUMES1 38 U.S. Produced Mattress Units Source: ISPA, U.S. ITC, management estimates * We believe that imported mattresses have similarly declined in recent years. ** U.S. population is based on data from the U.S. Census Bureau. 18.1 20.1 20.9 22.5 24.3 23.5 23.6 23.5 24.1 24.7 20.4 18.0 16.7 15.9 4.5% 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 15.0 16.0 17.0 18.0 19.0 20.0 21.0 22.0 23.0 24.0 25.0 2009 20-year Trough 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 U .S . P ro du ce d U ni ts / U .S . P op ul at io n U .S . P ro du ce d U ni ts (M ill io ns ) U.S. Produced Units* 10-Year Average 20-Year Trough (2009) U.S. Produced Units / U.S. Population**
SGI VIEW - U.S. MATTRESS INDUSTRY ANALYSIS1 39Source: ISPA, U.S. ITC, management estimates 10 15 20 25 30 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Total U.S. Produced Consumption in Units Trend Line (Based on 2011–2021 CAGR)
40 SUSTAINABILITY INITIATIVES Environmental • Progressed towards our goal of achieving carbon neutrality by 2040 through reducing greenhouse gas emissions at our wholly owned manufacturing and logistics operations by 2% compared to the prior year* • Maintained zero waste to landfill status at all our U.S. and European manufacturing operations and made progress towards our goal to achieve zero waste to landfill status at 100% of our corporate offices and R&D labs by 2025 • Launched a program to track greenhouse gas emissions within our U.S. retail operations, a key milestone in our path to carbon neutrality by 2040 Purpose • Awarded #1 in Customer Satisfaction for both the Online Purchase and Retail Purchase segments in the J.D. Power 2024 U.S. Mattress Satisfaction Study for our Tempur-Pedic brand for the fourth consecutive year for the online category and fifth time in six years for the retail category • Continued to deliver industry-leading advancements, providing consumers with access to better sleep quality through a diverse portfolio of products, price points, and technologies • Contributed over $29 million in product and monetary donations to charitable causes People • Embedded sustainability performance as a factor in executive leadership’s 2024 compensation program • Invested in employee training, professional development, and satisfaction with a variety of initiatives that led to obtaining an Engagement Score of 75% on a comprehensive survey of employee sentiment, surpassing the industry average by 4% • Continued to implement a comprehensive set of employee health and safety initiatives, resulting in improved manufacturing and logistics employee health metrics *This excludes the impact of the new Crawfordsville facility opened in late 2023. Including the impact of new facilities, we reduced greenhouse gas emissions at our wholly owned manufacturing and logistics operations by 0.5% compared to the prior year. The impact of acquisitions will be integrated into our Corporate Responsibility disclosures and initiatives 24 months after closing. 2025 Updates
41 This investor presentation contains statements regarding the Company’s expectations of future performances, statements relating to the Company's expectations regarding the Mattress Firm acquisition and the pending Leggett & Platt acquisition, integration of acquired companies with our business (including Mattress Firm and Leggett & Platt), the Company’s quarterly cash dividend, the Company’s expectations regarding geopolitical events (including the war in Ukraine, the war in the Middle East, and any related effect on pricing, sales, and supply of materials), the Company’s share repurchase targets, the Company’s expectations regarding net sales and adjusted EPS for 2026 and subsequent periods and the Company’s expectations for increasing sales growth, product launches, channel growth, acquisitions and commodities outlook, expectations regarding the imposition of new tariffs and retaliatory tariffs, increases in existing tariffs and other changes in trade policy and regulations, changes in tax laws generally, including the H.R. 1 bill, a potential U.S. government shutdown and its effect on sales and supply of materials, and expectations regarding supply chain disruptions and the macroeconomic environment. Any forward-looking statements contained herein are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations, meet its guidance, or that these beliefs will prove correct. Numerous factors, many of which are beyond the Company’s control, could cause actual results to differ materially from any that may be expressed herein as forward- looking statements. These potential risks include the factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There may be other factors that may cause the Company’s actual results to differ materially from the forward-looking statements. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. Note Regarding Historical Financial Information: In this investor presentation we provide or refer to certain historical information for the Company. For a more detailed discussion of the Company’s financial performance, please refer to the Company’s SEC filings. Note Regarding Trademarks, Trade Names, and Service Marks: TEMPUR®, Tempur-Pedic®, the Tempur-Pedic & Reclining Figure Design®, TEMPUR-Adapt®, TEMPUR-ProAdapt®, TEMPUR-LuxeAdapt®, TEMPUR-ProBreeze®, TEMPUR- LuxeBreeze®, TEMPUR-Cloud®, TEMPUR-Contour , TEMPUR-Rhapsody , TEMPUR-Flex®, THE GRANDBED BY Tempur-Pedic®, TEMPUR-Ergo®, TEMPUR-UP , TEMPUR- Neck , TEMPUR-Symphony , TEMPUR-Comfort , TEMPUR-Traditional , TEMPUR-Home , Sealy®, Sealy Posturepedic®, Stearns & Foster®, COCOON by Sealy , SealyChill , Clean Shop Promise®, Mattress Firm®, and Sleepy’s® are trademarks, trade names, or service marks of Somnigroup International Inc., and/or its subsidiaries. All other trademarks, trade names, and service marks in this presentation are the property of the respective owners. Limitations on Guidance: The guidance included herein is from or supplemental to the Company’s press release and related earnings call on August 6, 2026. The Company is neither reconfirming this guidance as of the date of this investor presentation nor assuming any obligation to update or revise such guidance. See above. FORWARD-LOOKING STATEMENTS
42 In this investor presentation and certain of its press releases and SEC filings, the Company provides information regarding adjusted net income, adjusted EPS, EBITDA, adjusted EBITDA, free cash flow, consolidated indebtedness less netted cash, and leverage, which are not recognized terms under U.S. Generally Accepted Accounting Principles (“GAAP”) and do not purport to be alternatives to net income and earnings per share as a measure of operating performance, an alternative to cash provided by operating activities as a measure of liquidity, or an alternative to total debt. The Company believes these non-GAAP measures provide investors with performance measures that better reflect the Company’s underlying operations and trends, including trends in changes in margin and operating expenses, providing a perspective not immediately apparent from net income and operating income. The adjustments management makes to derive the non-GAAP measures include adjustments to exclude items that may cause short-term fluctuations in the nearest GAAP measure, but which management does not consider to be the fundamental attributes or primary drivers of the Company’s business. The Company believes that exclusion of these items assists in providing a more complete understanding of the Company’s underlying results from continuing operations and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its consolidated and business segment performance compared to prior periods and the marketplace, to establish operational goals and management incentive goals, and to provide continuity to investors for comparability purposes. Limitations associated with the use of these non-GAAP measures include that these measures do not present all the amounts associated with the Company’s results as determined in accordance with GAAP. These non-GAAP measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by GAAP. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies. For more information regarding the use of these non-GAAP financial measures, please refer to the reconciliations on the following pages and the Company’s SEC filings. EBITDA and Adjusted EBITDA A reconciliation of the Company’s GAAP net income to EBITDA and adjusted EBITDA per credit facility is provided on the subsequent slides. Management believes that the use of EBITDA and adjusted EBITDA per credit facility provides investors with useful information with respect to the Company’s operating performance and comparisons from period to period as well as the Company’s compliance with requirements under its credit agreement. Adjusted Net Income and Adjusted EPS A reconciliation of the Company’s GAAP net income to adjusted net income and a calculation of adjusted EPS are provided on subsequent slides. Management believes that the use of adjusted net income and adjusted EPS also provides investors with useful information with respect to the Company’s operating performance and comparisons from period to period. Forward-looking Adjusted EPS is a non-GAAP financial measure. The Company is unable to reconcile this forward-looking non-GAAP measure to EPS, its most directly comparable forward-looking GAAP financial measure, without unreasonable efforts, because the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact EPS in 2026. Leverage Consolidated indebtedness less netted cash to adjusted EBITDA per credit facility, which the Company may refer to as leverage, is provided on a subsequent slide and is calculated by dividing consolidated indebtedness less netted cash, as defined by the Company’s senior secured credit facility, by adjusted EBITDA per credit facility. The Company provides this as supplemental information to investors regarding the Company’s operating performance and comparisons from period to period, as well as general information about the Company's progress in managing its leverage. USE OF NON-GAAP FINANCIAL MEASURES INFORMATION
Three Months Ended June 30, 2025June 30, 2026(in millions, except per share amounts) $ 99.0$ 110.9Net income (loss) 4.98.3Transaction costs (1) 17.6—Business combination charges (2) 13.9—Loss on disposal of business (3) 9.2—Disposition-related costs (4) 1.3—Supply chain transition costs (5) (32.8)(4.0)Adjusted income tax provision (6) $ 113.1$ 122.6Adjusted net income $ 0.53$ 0.58Adjusted earnings per common share, diluted 212.4212.5Diluted shares outstanding 43 QTD ADJUSTED NET INCOME2 AND ADJUSTED EPS2 *For a reconciliation net income to adjusted net income and adjusted EPS in prior reporting periods, please refer to the Company’s SEC filings.
44 QTD ADJUSTED NET INCOME2 AND ADJUSTED EPS2 *For a reconciliation net income to adjusted net income and adjusted EPS in prior reporting periods, please refer to the Company’s SEC filings. In the second quarter of 2026, we recorded $8.3 million of transaction costs, primarily associated with legal and professional fees related to the proposed acquisition of Leggett & Platt. In the second quarter of 2025, we recorded $4.9 million of transaction costs associated with the Term B Loan repricing and the divestiture of 73 Mattress Firm stores and its Sleep Outfitters subsidiary, which primarily included legal and professional fees. (1) In the second quarter of 2026, we recorded $7.4 million of business combination charges. Cost of sales included $4.3 million of charges primarily related to costs to achieve supply chain synergies. Operating expenses included $2.3 million of professional fees and restructuring costs. Other income, net also included $0.8 million of charges related to Mattress Firm store refreshes. In the second quarter of 2025, we recorded $17.6 million of business combination charges, primarily related to the CEO transaction bonus, professional fees and restructuring costs. (2) In the second quarter of 2025, we recorded a $13.9 million loss on disposal of business, net of proceeds of $9.0 million, associated with the divestiture of 73 Mattress Firm stores and our Sleep Outfitters subsidiary. (3) In the second quarter of 2025, we recorded $9.2 million of disposition-related costs. Cost of sales included $3.7 million, primarily related to retail store transition costs incurred for the divestiture to Mattress Warehouse. Operating expenses included $3.7 million of merchandising, store personnel and other support costs related to the divestiture. Other expenses included a $1.8 million loss on disposal for assets not divested to Mattress Warehouse. (4) In the second quarter of 2025, we recorded $1.3 million of supply chain transition costs associated with the consolidation of certain manufacturing facilities, with $0.7 million recorded in cost of sales and $0.6 million recorded in other expenses. (5) Adjusted income tax provision represents the tax effects associated with the aforementioned items and other non-recurring discrete items.(6)
45 TTM ADJUSTED NET INCOME2 AND ADJUSTED EPS2 *For a reconciliation net income to adjusted net income and adjusted EPS in prior reporting periods, please refer to the Company’s SEC filings. In the trailing twelve months ended June 30, 2026, we recognized $57.5 million of business combination charges primarily related to the floor model transition associated with the refinement of Mattress Firm's multi-branded merchandising plan, professional fees and restructuring costs. (1) In the trailing twelve months ended June 30, 2026, we recognized $11.1 million of transaction costs primarily related to the proposed acquisition of Leggett & Platt. (2) In the trailing twelve months ended June 30, 2026, we recorded $8.6 million of one-time charges, including $6.1 million of legal fees and $2.5 million of customer- related charges. (3) In the trailing twelve months ended June 30, 2026, we recorded $7.3 million of supply chain transition costs.(4) In the trailing twelve months ended June 30, 2026, we recorded $6.2 million of impairment charges related to certain cloud-based computing arrangements.(5) In the trailing twelve months ended June 30, 2026, we recorded $1.3 million of disposition-related costs, primarily related to retail store transition costs incurred for the divestiture to Mattress Warehouse. (6) Adjusted income tax provision represents the tax effects associated with the aforementioned items and other non-recurring discrete items.(7) Trailing Twelve Months Ended June 30, 2026(in millions, except per common share amounts) $ 533.3Net income 57.5Business combination charges (1) 11.1Transaction costs (2) 8.6Legal and other charges (3) 7.3Supply chain transition costs (4) 6.2Cloud-based computing arrangements impairment (5) 1.3Disposition-related costs (6) (23.1)Adjusted income tax provision (7) $ 68.9Total adjustments $ 602.2Adjusted net income $ 2.84Adjusted earnings per share, diluted
46 QTD ADJUSTED EBITDA2 *For a reconciliation net income to EBITDA and Adjusted EBITDA in prior reporting periods, please refer to the Company’s SEC filings. Three Months Ended June 30, 2025June 30, 2026(in millions) $ 99.0$ 110.9Net income (loss) 72.559.0Interest expense, net 3.237.2Income tax provision 69.173.7Depreciation and amortization $ 243.8$ 280.8EBITDA Adjustments: 4.98.3Transaction costs (1) 17.67.4Business combination charges (2) 13.9—Loss on disposal of business (3) 9.2—Disposition-related costs (4) 1.3—Supply chain transition costs (5) $ 290.7$ 296.5Adjusted EBITDA In the second quarter of 2026, we recorded $8.3 million of transaction costs, primarily associated with legal and professional fees related to the proposed acquisition of Leggett & Platt. In the second quarter of 2025, we recorded $4.9 million of transaction costs associated with the Term B Loan repricing and the divestiture of 73 Mattress Firm stores and its Sleep Outfitters subsidiary, which primarily included legal and professional fees. (1) In the second quarter of 2026, we recorded $7.4 million of business combination charges. Cost of sales included $4.3 million of charges primarily related to costs to achieve supply chain synergies. Operating expenses included $2.3 million of professional fees and restructuring costs. Other income, net also included $0.8 million of charges related to Mattress Firm store refreshes. In the second quarter of 2025, we recorded $17.6 million of business combination charges, primarily related to the CEO transaction bonus, professional fees and restructuring costs. (2) In the second quarter of 2025, we recorded a $13.9 million loss on disposal of business, net of proceeds of $9.0 million, associated with the divestiture of 73 Mattress Firm stores and our Sleep Outfitters subsidiary. (3) In the second quarter of 2025, we recorded $9.2 million of disposition-related costs. Cost of sales included $3.7 million, primarily related to retail store transition costs incurred for the divestiture to Mattress Warehouse. Operating expenses included $3.7 million of merchandising, store personnel and other support costs related to the divestiture. Other expenses included a $1.8 million loss on disposal for assets not divested to Mattress Warehouse. (4) In the second quarter of 2025, we recorded $1.3 million of supply chain transition costs associated with the consolidation of certain manufacturing facilities, with $0.7 million recorded in cost of sales and $0.6 million recorded in other expenses. (5)
47 TTM ADJUSTED EBITDA2 *For a reconciliation net income to EBITDA and Adjusted EBITDA in prior reporting periods, please refer to the Company’s SEC filings. Trailing Twelve Months Ended June 30, 2026(in millions) $ 533.3Net income 253.1Interest expense, net 179.6Income tax provision 302.7Depreciation and amortization $ 1,268.7EBITDA Adjustments: 57.5Business combination charges (1) 11.1Transaction costs (2) 8.6Legal and other charges (3) 7.3Supply chain transition costs (4) 6.2Cloud-based computing arrangements impairment (5) 1.3Disposition-related costs (6) $ 1,360.7Adjusted EBITDA 85.0Future cost synergies to be realized from Mattress Firm acquisition (7) $ 1,445.7Adjusted EBITDA per credit facility 4,324.3Consolidated indebtedness less netted cash 2.99 timesRatio of consolidated indebtedness less netted cash to adjusted EBITDA
48 TTM ADJUSTED EBITDA2 *For a reconciliation net income to EBITDA and Adjusted EBITDA in prior reporting periods, please refer to the Company’s SEC filings. In the trailing twelve months ended June 30, 2026, we recognized $57.5 million of business combination charges primarily related to the floor model transition associated with the refinement of Mattress Firm's multi-branded merchandising plan, professional fees and restructuring costs. (1) In the trailing twelve months ended June 30, 2026, we recognized $11.1 million of transaction costs primarily related to the proposed acquisition of Leggett & Platt.(2) In the trailing twelve months ended June 30, 2026, we recorded $8.6 million of one-time charges, including $6.1 million of legal fees and $2.5 million of customer- related charges. (3) In the trailing twelve months ended June 30, 2026, we recorded $7.3 million of supply chain transition costs.(4) In the trailing twelve months ended June 30, 2026, we recorded $6.2 million of impairment charges related to certain cloud-based computing arrangements.(5) In the trailing twelve months ended June 30, 2026, we recorded $1.3 million of disposition-related costs, primarily related to retail store transition costs incurred for the divestiture to Mattress Warehouse. (6) In the trailing twelve months ended June 30, 2026, we are permitted to include $85.0 million of future cost synergies expected to be realized in connection with acquisitions for the purpose of calculating adjusted EBITDA in accordance with the 2023 Credit Agreement. (7)
49 LEVERAGE2 RECONCILIATION *For a reconciliation of leverage to consolidated indebtedness less netted cash in prior reporting periods, please refer to the Company’s SEC filings. We present deferred financing costs as a direct reduction from the carrying amount of the related debt in the Condensed Consolidated Balance Sheets. For purposes of determining total debt for financial covenant purposes, the Company has added these costs back to total debt, net as calculated per the Condensed Consolidated Balance Sheets. (1) Netted cash includes cash and cash equivalents for domestic and foreign subsidiaries designated as restricted subsidiaries in the 2023 Credit Agreement.(2) June 30, 2026(in millions) $ 4,408.5Total debt, net 27.8Plus: Deferred financing costs (1) 4,436.3Total debt 112Less: Netted cash (2) $ 4,324.3Consolidated indebtedness less netted cash
50 FOOTNOTES 1 Management estimates, informed by equity research notes and other industry reports 2 Adjusted net income, EBITDA, adjusted EBITDA, adjusted EBITDA per credit facility, adjusted EPS, leverage, and free cash flow are non-GAAP financial measures. Please refer to the “Use of Non-GAAP Financial Measures Information” on a previous slide for more information regarding the definitions of adjusted net income, EBITDA, adjusted EBITDA, adjusted EPS, leverage, and free cash flow, including the adjustments (as applicable) from the corresponding GAAP information. Please refer to “Forward-Looking Statements” and “Limitations on Guidance” on a previous slide 3 Website visitors is defined as the number of website users, identified by internet protocol addresses and devices that have initiated at least one session on the referenced website during the period 4 Based on and supplemental to the Company’s financial targets provided in the press release dated August 6, 2026, and the related earnings call on August 6, 2026, and the long-term perspective provided in the press release dated February 17, 2026, and the related earnings call on February 17, 2026. Please refer to “Forward-Looking Statements” and “Limitations on Guidance.” The Company is unable to reconcile forward‐looking adjusted EPS, a non‐GAAP financial measure, to EPS, its most directly comparable forward‐looking GAAP financial measure, without unreasonable efforts, because the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact EPS in 2026 or beyond