Somnigroup (NYSE: SGI) boosts 2026 EPS guidance, declares $0.17 dividend
Rhea-AI Filing Summary
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.
Positive
- Diluted EPS grew 10.6% to $0.52 and net income rose 12.0% year over year despite a modest 3.0% decline in net sales.
- The company generated record second-quarter operating cash flow of $236 million, supporting liquidity and financial flexibility.
- Leverage, measured as consolidated indebtedness less netted cash to adjusted EBITDA, improved to 2.99x, down from 3.56x a year earlier and well below the 5.00x covenant limit.
- Full-year 2026 adjusted EPS guidance of $2.85–$3.15 implies approximately 11% growth versus 2025 at the midpoint.
- The Board maintained capital returns with a $0.17 per share third quarter cash dividend.
- A proposed all-stock acquisition of Leggett & Platt valued at approximately $2.5 billion is progressing, with closing expected by the end of the third quarter of 2026, subject to approvals.
Negative
- None.
Filing Explained
The reported 2.99-times leverage ratio for the trailing twelve months ended June 30, 2026 is calculated under the 2023 Credit Agreement, which permits
8-K Event Classification
3 items: 2.02, 8.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
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 Q2 2026: $1,823.5 million
Net income Q2 2026: $110.9 million
Diluted EPS Q2 2026: $0.52
+5 more
8 metrics
Net sales Q2 2026
$1,823.5 million
Total net sales for the quarter ended June 30, 2026
Net income Q2 2026
$110.9 million
Net income attributable to Somnigroup International Inc. in Q2 2026
Diluted EPS Q2 2026
$0.52
Earnings per diluted share for the quarter ended June 30, 2026
Adjusted EPS guidance 2026
$2.85–$3.15
Full-year 2026 adjusted EPS guidance range provided by the company
Leverage ratio
2.99 times
Consolidated indebtedness less netted cash to adjusted EBITDA for TTM ended June 30, 2026
Quarterly dividend
$0.17 per share
Third quarter 2026 cash dividend declared on common stock
Leggett & Platt deal value
$2.5 billion
Approximate value of proposed all-stock acquisition including Leggett & Platt indebtedness
Record Q2 cash from operations
$236 million
Record second quarter 2026 cash flows from operating activities
Key Terms
non-GAAP financial measures, adjusted EBITDA, consolidated indebtedness less netted cash, constant currency basis, +1 more
5 terms
non-GAAP financial measures financial
"The Company provides information regarding EBITDA, adjusted EBITDA, adjusted EPS and other 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.
adjusted EBITDA financial
"The following table sets forth the reconciliation of the Company's reported net income to the calculations of EBITDA and adjusted EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
consolidated indebtedness less netted cash financial
"Leverage based on the ratio of consolidated indebtedness less netted cash to adjusted EBITDA was 2.99 times"
constant currency basis financial
"On a constant currency basis, International net sales increased 1.3% as compared to the second quarter of 2025"
A "constant currency basis" is a way companies compare financial results by removing the effects of changing exchange rates between different currencies. It helps show how the business is really performing, without the confusion caused by currency value swings, much like adjusting for inflation to see true growth.
business combination charges financial
"In the second quarter of 2026, the Company recorded $7.4 million of business combination charges"
Earnings Snapshot
Net sales: $1,823.5 million · Guidance included
Quarter ended June 30, 2026
Net sales
$1,823.5 million
-3.0% vs Q2 2025
Net income
$110.9 million
12.0% vs Q2 2025
Diluted EPS
$0.52
10.6% vs Q2 2025
Adjusted EPS
$0.58
9.4% vs Q2 2025
Guidance
For full year 2026, adjusted EPS is guided to a range of $2.85 to $3.15, representing an approximate 11% increase from 2025 adjusted EPS at the midpoint.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Somnigroup (SGI) perform in the second quarter of 2026?
Somnigroup reported Q2 2026 net sales of $1,823.5 million, down 3.0% year over year, while diluted EPS increased to $0.52 from $0.47. Net income rose 12.0% to $110.9 million and gross margin improved to 44.8%.
What adjusted EPS guidance did Somnigroup (SGI) give for full year 2026?
Somnigroup expects 2026 adjusted EPS between $2.85 and $3.15. The company states this range represents an approximately 11% increase from 2025 adjusted EPS at the midpoint, based on information available at the time of the release.
What is Somnigroup’s (SGI) leverage ratio as of June 30, 2026?
As of June 30, 2026, Somnigroup’s ratio of consolidated indebtedness less netted cash to adjusted EBITDA was 2.99 times. The 2023 Credit Agreement requires this leverage ratio to remain below 5.00 times, indicating meaningful covenant headroom.
What dividend did Somnigroup (SGI) declare for the third quarter of 2026?
Somnigroup’s Board declared a third quarter cash dividend of $0.17 per share on its common stock. The dividend is payable on September 3, 2026, to shareholders of record as of the close of business on August 20, 2026.
What are the key terms of Somnigroup’s proposed acquisition of Leggett & Platt?
Somnigroup signed a definitive agreement to acquire Leggett & Platt in an all-stock transaction valued at approximately $2.5 billion, including its indebtedness. Closing is expected by the end of Q3 2026, subject to Leggett & Platt shareholder approval and regulatory clearances.
How strong were Somnigroup’s operating cash flows in early 2026?
Somnigroup reported record second-quarter cash flows from operations of $236 million. For the first six months of 2026, net cash provided by operating activities totaled $482.8 million, compared with $292.5 million in the same period of 2025.
How did Somnigroup’s net income and margins change year over year in Q2 2026?
Q2 2026 net income increased 12.0% to $110.9 million, while gross margin improved to 44.8% from 44.0%. Operating income rose 12.1% to $201.7 million, and adjusted net income was $122.6 million, up 8.4% from Q2 2025.
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 2.02 Results of Operations and Financial Condition
On August 6, 2026, Somnigroup International Inc. (the "Company") issued a press release to announce its financial results for the quarter ended June 30, 2026 and revised its financial guidance for 2026. Copies of the press release and the supplemental materials are attached as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Item 2.02 (including Exhibit 99.1) 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 such filing.
Item 8.01 Other Items
On August 6, 2026, the Company issued a press release to announce that its Board of Directors has declared a quarterly cash dividend of $0.17 per share. The dividend is payable on September 3, 2026, to shareholders of record as of August 20, 2026. A copy of the press release is attached as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |||||||
| 99.1 | Press Release dated August 6, 2026, titled "Somnigroup Reports Second Quarter 2026 Results" | |||||||
| 99.2 | Press Release dated August 6, 2026, titled "Somnigroup Announces Third Quarter Cash Dividend" | |||||||
| 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 | |||||||
SOMNIGROUP INTERNATIONAL INC. REPORTS SECOND QUARTER 2026 RESULTS
- EPS Growth of 11% and Adjusted EPS(1) Growth of 9%
- Second Quarter Gross Margins Expand
- Record Second Quarter Cash Flows from Operations of $236 Million
DALLAS, TX, August 6, 2026 - Somnigroup International Inc. (NYSE: SGI, "Company") announced financial results for the second quarter ended June 30, 2026 and revised financial guidance for the full year 2026.
SECOND QUARTER 2026 FINANCIAL SUMMARY
•Total net sales decreased 3.0% to $1,823.5 million as compared to $1,880.8 million in the second quarter of 2025.
•Gross margin was 44.8% as compared to 44.0% in the second quarter of 2025. Adjusted gross margin(1) was 45.1% as compared to 44.2% in the second quarter of 2025.
•Operating income increased 12.1% to $201.7 million as compared to $179.9 million in the second quarter of 2025. Adjusted operating income(1) decreased 3.5% to $216.6 million as compared to $224.4 million in the second quarter of 2025.
•Net income increased 12.0% to $110.9 million as compared to $99.0 million in the second quarter of 2025. Adjusted net income(1) increased 8.4% to $122.6 million as compared to $113.1 million in the second quarter of 2025.
•Earnings per diluted share ("EPS") increased 10.6% to $0.52 as compared to $0.47 in the second quarter of 2025. Adjusted EPS(1) increased 9.4% to $0.58 as compared to $0.53 in the second quarter of 2025.
•Leverage based on the ratio of consolidated indebtedness less netted cash(1) to adjusted EBITDA(1) was 2.99 times for the trailing twelve months ended June 30, 2026 compared to 3.56 times for the trailing twelve months ended June 30, 2025.
KEY HIGHLIGHTS
| (in millions, except percentages and per common share amounts) | Three Months Ended | % Reported Change | |||||||||||||||
| June 30, 2026 | June 30, 2025 | ||||||||||||||||
| Net sales | $ | 1,823.5 | $ | 1,880.8 | (3.0) | % | |||||||||||
| Net income | $ | 110.9 | $ | 99.0 | 12.0 | % | |||||||||||
Adjusted net income (1) | $ | 122.6 | $ | 113.1 | 8.4 | % | |||||||||||
| EPS | $ | 0.52 | $ | 0.47 | 10.6 | % | |||||||||||
Adjusted EPS (1) | $ | 0.58 | $ | 0.53 | 9.4 | % | |||||||||||
Company Chairman and CEO Scott Thompson commented, "Our second-quarter performance demonstrates our global team's ability to execute in a dynamic environment. We delivered solid results while continuing to fully invest in our iconic brands, advancing our international growth strategy, preparing for the North American launch of our new Stearns & Foster collection and strengthening our multiple distribution platforms. The progress we are making across the business reinforces our confidence in our long-term strategy and our ability to create sustainable value."
(1) This is a non-GAAP financial measure. Please refer to "Non-GAAP Financial Measures and Constant Currency Information" below.
1
Business Segment Highlights
The Company's business segments include Mattress Firm, Tempur Sealy North America and Tempur Sealy International. Corporate operating expenses are not included in any of the business segments and are presented separately as a reconciling item to consolidated results.
Mattress Firm net sales decreased 2.8% to $922.2 million as compared to $948.8 million in the second quarter of 2025, primarily driven by store closures. Mattress Firm same store sales were up slightly as compared to the second quarter of 2025. All Mattress Firm sales are reported through the direct channel.
Mattress Firm gross margin was 33.3% as compared to 35.6% in the second quarter of 2025. Adjusted gross margin(1) declined 240 basis points to 33.3% as compared to 35.7% in the second quarter of 2025. These declines were primarily driven by product mix, consumer financing costs, investments in Mattress Firm's stores and deleverage.
Mattress Firm operating margin was 6.4% as compared to 6.7% in the second quarter of 2025. Adjusted operating margin(1) declined 130 basis points to 6.5% as compared to 7.8% in the second quarter of 2025. These declines were primarily driven by the decline in gross margin, partially offset by favorable co-operative advertising expense.
Tempur Sealy North America net sales to Mattress Firm increased 11.6% to $294.0 million as compared to $263.5 million in the second quarter of 2025. These sales are eliminated on a reported basis. Reported net sales, which were impacted by market conditions, decreased 5.7% to $601.8 million as compared to $638.4 million in the second quarter of 2025. Reported net sales through the wholesale channel decreased $29.6 million, or 5.5%, to $504.4 million as compared to the second quarter of 2025. Reported net sales through the direct channel decreased $7.0 million, or 6.7%, to $97.4 million as compared to the second quarter of 2025, primarily driven by a decrease in sales from the divestiture of Sleep Outfitters in the second quarter of 2025.
North America gross margin was 61.1% as compared to 54.5% in the second quarter of 2025. Adjusted gross margin(1) improved 680 basis points to 61.8% as compared to 55.0% in the second quarter of 2025. These improvements were primarily driven by the achievement of synergies from the Mattress Firm acquisition, operational efficiencies and mix. These improvements were partially offset by commodity cost inflation before pricing actions. Subsequent to quarter end, the Company implemented price increases designed to reflect the increase in key input cost of production.
North America operating margin was 25.9% as compared to 20.4% in the second quarter of 2025. Adjusted operating margin(1) improved 400 basis points to 26.7% as compared to 22.7% in the second quarter of 2025. These improvements were primarily driven by the improvement in gross margin, partially offset by investments in co-operative advertising expense.
Tempur Sealy International net sales increased 2.0% to $299.5 million as compared to $293.6 million in the second quarter of 2025. On a constant currency basis(1), International net sales increased 1.3% as compared to the second quarter of 2025. Net sales through the direct channel decreased $2.2 million, or 1.2%, to $182.7 million as compared to the second quarter of 2025. Net sales through the wholesale channel increased $8.1 million, or 7.5%, to $116.8 million as compared to the second quarter of 2025.
International gross margin declined 80 basis points to 47.4% as compared to 48.2% in the second quarter of 2025. The decline was primarily driven by commodity cost inflation before pricing actions, partially offset by operational efficiencies. Subsequent to quarter end, the Company implemented price increases designed to reflect the increase in key input cost of production.
International operating margin declined 120 basis points to 12.4% as compared to 13.6% in the second quarter of 2025. The decline was primarily driven by the decline in gross margin.
Corporate operating expense decreased to $50.8 million as compared to $53.2 million in the second quarter of 2025, primarily driven by decreased costs related to the Mattress Firm acquisition. Adjusted operating expense(1) was $41.0 million as compared to $34.4 million in the second quarter of 2025.
(1) This is a non-GAAP financial measure. Please refer to "Non-GAAP Financial Measures and Constant Currency Information" below.
2
Consolidated Financial Position
Consolidated net income increased 12.0% to $110.9 million as compared to $99.0 million in the second quarter of 2025. Adjusted net income(1) increased 8.4% to $122.6 million as compared to $113.1 million in the second quarter of 2025. EPS increased 10.6% to $0.52 as compared to $0.47 in the second quarter of 2025. Adjusted EPS(1) increased 9.4% to $0.58 as compared to $0.53 in the second quarter of 2025.
The Company ended the second quarter of 2026 with total debt of $4.4 billion and consolidated indebtedness less netted cash(1) of $4.3 billion. Leverage based on the ratio of consolidated indebtedness less netted cash(1) to adjusted EBITDA(1) was 2.99 times for the trailing twelve months ended June 30, 2026.
Financial Guidance
For the full year 2026, the Company revised its expectations for adjusted EPS(1) to a range of $2.85 to $3.15, which represents an approximate 11% increase from 2025 adjusted EPS(1) at the mid-point of the range.
The Company noted that its expectations are based on information available at the time of this release, and are subject to changing conditions and risks, many of which are outside the Company's control, including the possible imposition of new tariffs or retaliatory tariffs, uncertainties arising from global and geo-political events (including the war in Ukraine and the war in the Middle East) and any related effect on pricing, sales and supply of materials, labor costs and other employment-related costs, increases in existing tariffs and other changes in trade policy and regulations and the resulting uncertainty of the macroeconomic environment. 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.
Proposed Acquisition of Leggett & Platt
On April 13, 2026, the Company announced it has signed a definitive agreement to acquire Leggett & Platt, Incorporated ("Leggett & Platt"), a diversified component manufacturer, in an all-stock transaction valued at approximately $2.5 billion based on the closing price of Somnigroup International's common stock as of April 10, 2026 and inclusive of Leggett & Platt's existing indebtedness. The Company expects the transaction to close by the end of the third quarter of 2026, subject to the satisfaction of customary closing conditions, including approval by Leggett & Platt's shareholders and receipt of applicable regulatory approvals. A separate press release related to the announcement of this transaction can be found on the Company's investor relations website at investor.somnigroup.com.
Dividend Declared
Today, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.17 per share, payable on September 3, 2026 to shareholders of record at the close of business on August 20, 2026.
Conference Call Information
Somnigroup International Inc. will host a live conference call to discuss financial results today, August 6, 2026, at 8:00 a.m. Eastern Time. The call will be webcast and can be accessed on the Company's investor relations website at investor.somnigroup.com. After the conference call, a webcast replay will remain available on the investor relations section of the Company's website for 30 days.
Non-GAAP Financial Measures and Constant Currency Information
For additional information regarding EBITDA, adjusted EBITDA, adjusted EPS, adjusted net income, adjusted gross profit, adjusted gross margin, adjusted operating income (expense), adjusted operating margin, consolidated indebtedness and consolidated indebtedness less netted cash (all of which are non-GAAP financial measures), please refer to the reconciliations and other information included in the attached schedules. For information on the methodology used to present information on a constant currency basis, please refer to "Constant Currency Information" included in the attached schedules.
Forward-Looking Statements
This press release contains statements that may be characterized as "forward-looking," within the meaning of the federal securities laws. Such statements might include information concerning one or more of the Company's plans, guidance, objectives, goals, strategies and other information that is not historical information. When used in this release, the words "assumes," "estimates," "expects," "guidance," "anticipates," "might," "projects," "plans," "proposed," "targets," "intends," "believes," "will," "contemplates" and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to the Company's expectations regarding the Mattress Firm acquisition and the pending Leggett & Platt acquisition, expectations regarding post-closing supply agreements, future performance, synergies, integration of acquired companies with our business, including the Mattress Firm acquisition and the pending Leggett & Platt acquisition, the Company's expected quarterly results, full year guidance and outperformance relative to the broader industry, the Company's quarterly cash dividend, the Company's expectations regarding geopolitical events (including the war in Ukraine and the war in the Middle East) and any related effect on pricing, sales and supply of materials, the imposition of new tariffs or 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, loss of suppliers and disruptions in the supply of raw materials, the macroeconomic environment including its impact on consumer behavior, foreign exchange rates and fluctuations in such rates, the bedding industry, financial infrastructure, adjusted EPS for 2026 and subsequent periods and the Company's expectations for sales and adjusted EPS growth, product launches, expected hiring and advertising, capital project timelines, channel growth, acquisitions and commodities outlook. 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 ability to close the pending Leggett & Platt acquisition, which depends on the satisfaction of customary closing conditions, including approval by Leggett & Platt's shareholders and receipt of applicable regulatory approvals; the ability to successfully integrate Mattress Firm and Leggett & Platt into the Company's operations and realize synergies from the transactions; the possibility that the expected benefits of the Mattress Firm and Leggett & Platt acquisitions are not realized when expected or at all; general economic, financial and industry conditions, particularly conditions relating to the financial performance and related credit issues present in the retail sector, as well as consumer confidence and the availability of consumer financing; the impact of the macroeconomic environment in both the U.S. and internationally on the Company; uncertainties arising from national and global events and any related effect on pricing, sales and supply of materials; industry competition; the effects of consolidation of retailers on revenues and costs; and consumer acceptance and changes in demand for the Company's products and 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.
About Somnigroup International Inc.
Somnigroup (NYSE: SGI) is the world's leading bedding company, dedicated to transforming how the world sleeps. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in more than 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster® and Sleepy’s®, and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored solutions.
Investor Relations Contact:
Lauren Avritt
Investor Relations
Somnigroup International Inc.
Investor.relations@somnigroup.com
3
SOMNIGROUP INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(in millions, except percentages and per common share amounts)
(unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, | Chg % | June 30, | Chg % | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Net sales | $ | 1,823.5 | $ | 1,880.8 | (3.0)% | $ | 3,625.0 | $ | 3,485.5 | 4.0% | |||||||||||||||||||||||||
| Cost of sales | 1,006.3 | 1,053.6 | 2,030.9 | 2,077.8 | |||||||||||||||||||||||||||||||
| Gross profit | 817.2 | 827.2 | (1.2)% | 1,594.1 | 1,407.7 | 13.2% | |||||||||||||||||||||||||||||
| Selling and marketing expenses | 453.5 | 460.5 | 882.0 | 823.1 | |||||||||||||||||||||||||||||||
| General, administrative and other expenses | 165.1 | 175.9 | 332.0 | 385.4 | |||||||||||||||||||||||||||||||
| Loss on disposal of business | — | 13.9 | — | 13.9 | |||||||||||||||||||||||||||||||
| Equity income in earnings of unconsolidated affiliates | (3.1) | (3.0) | (8.7) | (7.8) | |||||||||||||||||||||||||||||||
| Operating income | 201.7 | 179.9 | 12.1% | 388.8 | 193.1 | 101.3% | |||||||||||||||||||||||||||||
| Other expense, net: | |||||||||||||||||||||||||||||||||||
| Interest expense, net | 59.0 | 72.5 | 119.0 | 133.8 | |||||||||||||||||||||||||||||||
| Other (income) expense, net | (5.1) | 4.7 | (15.3) | 5.9 | |||||||||||||||||||||||||||||||
| Total other expense, net | 53.9 | 77.2 | 103.7 | 139.7 | |||||||||||||||||||||||||||||||
| Income before income taxes | 147.8 | 102.7 | 43.9% | 285.1 | 53.4 | 433.9% | |||||||||||||||||||||||||||||
| Income tax (provision) benefit | (37.2) | (3.2) | (70.6) | 13.3 | |||||||||||||||||||||||||||||||
| Net income before non-controlling interest | 110.6 | 99.5 | 11.2% | 214.5 | 66.7 | 221.6% | |||||||||||||||||||||||||||||
| Less: Net (loss) income attributable to non-controlling interest | (0.3) | 0.5 | (0.6) | 0.8 | |||||||||||||||||||||||||||||||
| Net income attributable to Somnigroup International Inc. | $ | 110.9 | $ | 99.0 | 12.0% | $ | 215.1 | $ | 65.9 | 226.4% | |||||||||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||||||||||||||
| Basic | $ | 0.53 | $ | 0.47 | 12.8% | $ | 1.02 | $ | 0.33 | 209.1% | |||||||||||||||||||||||||
| Diluted | $ | 0.52 | $ | 0.47 | 10.6% | $ | 1.01 | $ | 0.32 | 215.6% | |||||||||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||||||||||||||
| Basic | 210.4 | 209.2 | 210.4 | 202.1 | |||||||||||||||||||||||||||||||
| Diluted | 212.5 | 212.4 | 212.6 | 205.7 | |||||||||||||||||||||||||||||||
4
SOMNIGROUP INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in millions)
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | (unaudited) | ||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 112.0 | $ | 134.9 | |||||||
| Accounts receivable, net | 361.4 | 358.5 | |||||||||
| Inventories | 649.8 | 630.0 | |||||||||
| Prepaid expenses and other current assets | 165.8 | 170.7 | |||||||||
| Total Current Assets | 1,289.0 | 1,294.1 | |||||||||
| Property, plant and equipment, net | 1,009.7 | 1,019.2 | |||||||||
| Goodwill | 4,584.5 | 4,595.9 | |||||||||
| Trade name and other intangible assets, net | 2,580.1 | 2,587.1 | |||||||||
| Operating lease right-of-use assets | 1,893.5 | 1,878.8 | |||||||||
| Deferred income taxes | 21.6 | 18.5 | |||||||||
| Other non-current assets | 232.6 | 207.1 | |||||||||
| Total Assets | $ | 11,611.0 | $ | 11,600.7 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | 522.2 | $ | 401.6 | |||||||
| Accrued expenses and other current liabilities | 646.3 | 636.5 | |||||||||
| Short-term operating lease obligations | 405.2 | 399.6 | |||||||||
| Current portion of long-term debt | 115.7 | 112.4 | |||||||||
| Income taxes payable | 33.6 | 15.1 | |||||||||
| Total Current Liabilities | 1,723.0 | 1,565.2 | |||||||||
| Long-term debt, net | 4,292.8 | 4,573.3 | |||||||||
| Long-term operating lease obligations | 1,598.4 | 1,589.8 | |||||||||
| Deferred income taxes | 626.5 | 624.9 | |||||||||
| Other non-current liabilities | 133.3 | 130.6 | |||||||||
| Total Liabilities | 8,374.0 | 8,483.8 | |||||||||
| Redeemable non-controlling interest | 7.6 | 8.9 | |||||||||
| Total Stockholders' Equity | 3,229.4 | 3,108.0 | |||||||||
| Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity | $ | 11,611.0 | $ | 11,600.7 | |||||||
5
SOMNIGROUP INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income before non-controlling interest | $ | 214.5 | $ | 66.7 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 123.3 | 116.2 | |||||||||
| Amortization of stock-based compensation | 22.6 | 18.5 | |||||||||
| Amortization of deferred financing costs | 3.3 | 3.4 | |||||||||
| Bad debt expense | 1.3 | 4.3 | |||||||||
| Deferred income taxes | (0.6) | 1.1 | |||||||||
| Dividends received from unconsolidated affiliates | 6.6 | 6.7 | |||||||||
| Equity income in earnings of unconsolidated affiliates | (8.7) | (7.8) | |||||||||
| Loss on disposal of business | — | 13.9 | |||||||||
| Foreign currency adjustments and other | 3.8 | 4.4 | |||||||||
| Changes in operating assets and liabilities, net of effect of business acquisitions | 116.7 | 65.1 | |||||||||
| Net cash provided by operating activities | 482.8 | 292.5 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of property, plant and equipment | (115.2) | (60.7) | |||||||||
| Acquisitions, net of cash acquired | — | (2,824.5) | |||||||||
| Purchases of investments | (0.3) | — | |||||||||
| Other | 0.4 | 7.1 | |||||||||
| Net cash used in investing activities | (115.1) | (2,878.1) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from borrowings under long-term debt obligations | 1,779.7 | 2,677.1 | |||||||||
| Repayments of borrowings under long-term debt obligations | (2,051.8) | (1,578.6) | |||||||||
| Proceeds from exercise of stock options | — | 49.1 | |||||||||
| Treasury stock repurchased | (26.2) | (132.4) | |||||||||
| Dividends paid | (72.5) | (64.4) | |||||||||
| Repayments of finance lease obligations and other | (13.2) | (10.6) | |||||||||
| Net cash (used in) provided by financing activities | (384.0) | 940.2 | |||||||||
| NET EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (6.6) | 33.8 | |||||||||
| Decrease in cash, cash equivalents and restricted cash | (22.9) | (1,611.6) | |||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 134.9 | 1,709.7 | |||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ | 112.0 | $ | 98.1 | |||||||
6
Summary of Channel Sales
The following table highlights net sales information, by channel and by business segment, for the three months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Consolidated | Mattress Firm | Tempur Sealy North America | Tempur Sealy International | |||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
Direct (a) | $ | 1,202.3 | $ | 1,238.1 | $ | 922.2 | $ | 948.8 | $ | 97.4 | $ | 104.4 | $ | 182.7 | $ | 184.9 | |||||||||||||||||||||||||||||||
Wholesale (b) | 621.2 | 642.7 | — | — | 504.4 | 534.0 | 116.8 | 108.7 | |||||||||||||||||||||||||||||||||||||||
| $ | 1,823.5 | $ | 1,880.8 | $ | 922.2 | $ | 948.8 | $ | 601.8 | $ | 638.4 | $ | 299.5 | $ | 293.6 | ||||||||||||||||||||||||||||||||
| (a) | The Direct channel includes company-owned stores, online and call centers. | ||||
| (b) | The Wholesale channel includes all third party retailers, including third party distribution, hospitality and healthcare. | ||||
7
SOMNIGROUP INTERNATIONAL INC. AND SUBSIDIARIES
Reconciliation of Non-GAAP Financial Measures
(in millions, except percentages, ratios and per common share amounts)
The Company provides information regarding adjusted net income, EBITDA, adjusted EBITDA, adjusted EPS, adjusted gross profit, adjusted gross margin, adjusted operating income (expense), adjusted operating margin, consolidated indebtedness and consolidated indebtedness less netted cash, which are not recognized terms under GAAP and do not purport to be alternatives to net income, earnings per share, gross profit, gross margin, operating income (expense) and operating margin as a measure of operating performance, or an alternative to total debt as a measure of liquidity. The Company believes these non-GAAP financial measures provide investors with performance measures that better reflect the Company's underlying operations and trends, providing a perspective not immediately apparent from net income, gross profit, gross margin, operating income (expense) and operating margin. The adjustments management makes to derive the non-GAAP financial measures include adjustments to exclude items that may cause short-term fluctuations in the nearest GAAP financial 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 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 to provide continuity to investors for comparability purposes. Limitations associated with the use of these non-GAAP financial measures include that these measures do not present all of the amounts associated with the Company's results as determined in accordance with GAAP. These non-GAAP financial measures should be considered supplemental in nature and should not be construed as more significant than comparable financial 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 about these non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure, please refer to the reconciliations on the following pages.
Constant Currency Information
In this press release the Company refers to, and in other press releases and other communications with investors the Company may refer to, net sales, earnings or other historical financial information on a "constant currency basis", which is a non-GAAP financial measure. These references to constant currency basis do not include operational impacts that could result from fluctuations in foreign currency rates. To provide information on a constant currency basis, the applicable financial results are adjusted based on a simple mathematical model that translates current period results in local currency using the comparable prior corresponding period's currency conversion rate. This approach is used for countries where the functional currency is the local country currency. This information is provided so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates, thereby facilitating period-to-period comparisons of business performance.
8
Adjusted Net Income and Adjusted EPS
A reconciliation of reported net income to adjusted net income and the calculation of adjusted EPS are provided below. Management believes that the use of these non-GAAP financial measures provides investors with additional useful information with respect to the impact of various adjustments as described in the footnotes at the end of this release.
The following table sets forth the reconciliation of the Company's reported net income to adjusted net income and the calculation of adjusted EPS for the three months ended June 30, 2026 and 2025:
| Three Months Ended | |||||||||||
| (in millions, except per share amounts) | June 30, 2026 | June 30, 2025 | |||||||||
| Net income | $ | 110.9 | $ | 99.0 | |||||||
Transaction costs (1) | 8.3 | 4.9 | |||||||||
Business combination charges (2) | 7.4 | 17.6 | |||||||||
Loss on disposal of business (3) | — | 13.9 | |||||||||
Disposition-related costs (4) | — | 9.2 | |||||||||
Supply chain transition costs (5) | — | 1.3 | |||||||||
Adjusted income tax provision (6) | (4.0) | (32.8) | |||||||||
| Adjusted net income | $ | 122.6 | $ | 113.1 | |||||||
| Adjusted earnings per common share, diluted | $ | 0.58 | $ | 0.53 | |||||||
| Diluted shares outstanding | 212.5 | 212.4 | |||||||||
Please refer to Footnotes at the end of this release.
9
Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income (Expense) and Adjusted Operating Margin
A reconciliation of gross profit and gross margin to adjusted gross profit and adjusted gross margin, respectively, and operating income (expense) and operating margin to adjusted operating income (expense) and adjusted operating margin, respectively, are provided below. Management believes that the use of these non-GAAP financial measures provides investors with additional useful information with respect to the impact of various adjustments as described in the footnotes at the end of this release.
The following table sets forth the reconciliation of the Company's reported gross profit and operating income (expense) to the calculation of adjusted gross profit and adjusted operating income (expense) for the three months ended June 30, 2026.
| 2Q 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | Consolidated | Margin | Mattress Firm | Margin | Tempur Sealy North America | Margin | Tempur Sealy International | Margin | Corporate | ||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 1,823.5 | $ | 922.2 | $ | 601.8 | $ | 299.5 | $ | — | |||||||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 817.2 | 44.8 | % | $ | 307.5 | 33.3 | % | $ | 367.8 | 61.1 | % | $ | 141.9 | 47.4 | % | $ | — | |||||||||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business combination charges (2) | 4.3 | — | 4.3 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | 4.3 | — | 4.3 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted gross profit | $ | 821.5 | 45.1 | % | $ | 307.5 | 33.3 | % | $ | 372.1 | 61.8 | % | $ | 141.9 | 47.4 | % | $ | — | |||||||||||||||||||||||||||||||||||
| Operating income (expense) | $ | 201.7 | 11.1 | % | $ | 59.4 | 6.4 | % | $ | 155.9 | 25.9 | % | $ | 37.2 | 12.4 | % | $ | (50.8) | |||||||||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Transaction costs (1) | 8.3 | — | — | — | 8.3 | ||||||||||||||||||||||||||||||||||||||||||||||||
Business combination charges (2) | 6.6 | 0.5 | 4.6 | — | 1.5 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | 14.9 | 0.5 | 4.6 | — | 9.8 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted operating income (expense) | $ | 216.6 | 11.9 | % | $ | 59.9 | 6.5 | % | $ | 160.5 | 26.7 | % | $ | 37.2 | 12.4 | % | $ | (41.0) | |||||||||||||||||||||||||||||||||||
Please refer to Footnotes at the end of this release.
10
The following table sets forth the reconciliation of the Company's reported gross profit and operating income (expense) to the calculation of adjusted gross profit and adjusted operating income (expense) for the three months ended June 30, 2025:
| 2Q 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | Consolidated | Margin | Mattress Firm | Margin | Tempur Sealy North America | Margin | Tempur Sealy International | Margin | Corporate | ||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 1,880.8 | $ | 948.8 | $ | 638.4 | $ | 293.6 | $ | — | |||||||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 827.2 | 44.0 | % | $ | 337.4 | 35.6 | % | $ | 348.2 | 54.5 | % | $ | 141.6 | 48.2 | % | $ | — | |||||||||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Disposition-related costs (4) | 3.7 | 1.4 | 2.3 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Supply chain transition costs (5) | 0.7 | — | 0.7 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | 4.4 | 1.4 | 3.0 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted gross profit | $ | 831.6 | 44.2 | % | $ | 338.8 | 35.7 | % | $ | 351.2 | 55.0 | % | $ | 141.6 | 48.2 | % | $ | — | |||||||||||||||||||||||||||||||||||
| Operating income (expense) | $ | 179.9 | 9.6 | % | $ | 63.2 | 6.7 | % | $ | 130.1 | 20.4 | % | $ | 39.8 | 13.6 | % | $ | (53.2) | |||||||||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business combination charges (2) | 17.6 | 2.2 | — | — | 15.4 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss on disposal of business (3) | 13.9 | 4.1 | 9.8 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Disposition-related costs (4) | 7.4 | 2.9 | 4.5 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Transaction costs (1) | 4.9 | 1.5 | — | — | 3.4 | ||||||||||||||||||||||||||||||||||||||||||||||||
Supply chain transition costs (5) | 0.7 | — | 0.7 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | 44.5 | 10.7 | 15.0 | — | 18.8 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted operating income (expense) | $ | 224.4 | 11.9 | % | $ | 73.9 | 7.8 | % | $ | 145.1 | 22.7 | % | $ | 39.8 | 13.6 | % | $ | (34.4) | |||||||||||||||||||||||||||||||||||
Please refer to Footnotes at the end of this release.
11
EBITDA, Adjusted EBITDA and Consolidated Indebtedness less Netted Cash
The following reconciliations are provided below:
•Net income to EBITDA and adjusted EBITDA
•Ratio of consolidated indebtedness less netted cash to adjusted EBITDA
•Total debt, net to consolidated indebtedness less netted cash
Management believes that presenting these non-GAAP measures provides investors with useful information with respect to the Company's operating performance, cash flow generation and comparisons from period to period, as well as general information about the Company's leverage.
The Company's credit agreement (the "2023 Credit Agreement") provides the definition of adjusted EBITDA. Accordingly, the Company presents adjusted EBITDA to provide information regarding the Company's compliance with requirements under the 2023 Credit Agreement.
The following table sets forth the reconciliation of the Company's reported net income to the calculations of EBITDA and adjusted EBITDA for the three months ended June 30, 2026 and 2025:
| Three Months Ended | |||||||||||
| (in millions) | June 30, 2026 | June 30, 2025 | |||||||||
| Net income | $ | 110.9 | $ | 99.0 | |||||||
| Interest expense, net | 59.0 | 72.5 | |||||||||
| Income tax provision | 37.2 | 3.2 | |||||||||
| Depreciation and amortization | 73.7 | 69.1 | |||||||||
| EBITDA | $ | 280.8 | $ | 243.8 | |||||||
| Adjustments: | |||||||||||
Transaction costs (1) | 8.3 | 4.9 | |||||||||
Business combination charges (2) | 7.4 | 17.6 | |||||||||
Loss on disposal of business (3) | — | 13.9 | |||||||||
Disposition-related costs (4) | — | 9.2 | |||||||||
Supply chain transition costs (5) | — | 1.3 | |||||||||
| Adjusted EBITDA | $ | 296.5 | $ | 290.7 | |||||||
Please refer to Footnotes at the end of this release.
12
The following table sets forth the reconciliation of the Company's net income to the calculations of EBITDA and adjusted EBITDA for the trailing twelve months ended June 30, 2026:
| Trailing Twelve Months Ended | |||||
| (in millions) | June 30, 2026 | ||||
| Net income | $ | 533.3 | |||
| Interest expense, net | 253.1 | ||||
| Income tax provision | 179.6 | ||||
| Depreciation and amortization | 302.7 | ||||
| EBITDA | $ | 1,268.7 | |||
| Adjustments: | |||||
Business combination charges (2) | 57.5 | ||||
Transaction costs (1) | 11.1 | ||||
Legal and other charges (7) | 8.6 | ||||
Supply chain transition costs (5) | 7.3 | ||||
Cloud-based computing arrangements impairment (8) | 6.2 | ||||
Disposition-related costs (4) | 1.3 | ||||
| Adjusted EBITDA | $ | 1,360.7 | |||
Future cost synergies to be realized from Mattress Firm acquisition (9) | 85.0 | ||||
| Adjusted EBITDA per credit facility | $ | 1,445.7 | |||
| Consolidated indebtedness less netted cash | $ | 4,324.3 | |||
| Ratio of consolidated indebtedness less netted cash to adjusted EBITDA per credit facility | 2.99 times | ||||
Under the 2023 Credit Agreement, the definition of adjusted EBITDA per credit facility contains certain restrictions that limit adjustments to net income when calculating adjusted EBITDA. For the trailing twelve months ended June 30, 2026, the Company's adjustments to net income when calculating adjusted EBITDA did not exceed the allowable amount under the 2023 Credit Agreement.
The ratio of consolidated indebtedness less netted cash to adjusted EBITDA per credit facility is 2.99 times for the trailing twelve months ended June 30, 2026. The 2023 Credit Agreement requires the Company to maintain a ratio of consolidated indebtedness less netted cash to adjusted EBITDA of less than 5.00 times.
The following table sets forth the reconciliation of the Company's reported total debt to the calculation of consolidated indebtedness less netted cash as of June 30, 2026. "Consolidated Indebtedness" and "Netted Cash" are terms used in the 2023 Credit Agreement for purposes of certain financial covenants.
| (in millions) | June 30, 2026 | ||||
| Total debt, net | $ | 4,408.5 | |||
Plus: Deferred financing costs (10) | 27.8 | ||||
| Consolidated indebtedness | 4,436.3 | ||||
Less: Netted cash (11) | 112.0 | ||||
| Consolidated indebtedness less netted cash | $ | 4,324.3 | |||
Please refer to Footnotes at the end of this release.
13
Footnotes:
| (1) | In the second quarter of 2026, the Company 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, the Company 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. In the trailing twelve months ended June 30, 2026, the Company recognized $11.1 million of transaction costs primarily related to the proposed acquisition of Leggett & Platt. | ||||
| (2) | In the second quarter of 2026, the Company 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 included $0.8 million of charges related to Mattress Firm store refreshes. In the second quarter of 2025, the Company recorded $17.6 million of business combination charges, primarily related to the CEO transaction bonus, professional fees and restructuring costs. In the trailing twelve months ended June 30, 2026, the Company 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. | ||||
| (3) | In the second quarter of 2025, the Company 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 its Sleep Outfitters subsidiary. | ||||
| (4) | In the second quarter of 2025, the Company 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. In the trailing twelve months ended June 30, 2026, the Company recognized $1.3 million of disposition-related costs, primarily related to retail store transition costs incurred for the divestiture to Mattress Warehouse. | ||||
| (5) | In the second quarter of 2025, the Company 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. In the trailing twelve months ended June 30, 2026, the Company recognized $7.3 million in supply chain transition costs, primarily related to a manufacturing facility lease termination. | ||||
| (6) | Adjusted income tax provision represents the tax effects associated with the aforementioned items and other non-recurring discrete items. | ||||
| (7) | In the trailing twelve months ended June 30, 2026, the Company recorded $8.6 million of one-time charges, including $6.1 million of legal fees and $2.5 million of customer-related charges. | ||||
| (8) | In the trailing twelve months ended June 30, 2026, the Company recorded $6.2 million of impairment charges related to certain cloud-based computing arrangements. | ||||
| (9) | In the trailing twelve months ended June 30, 2026, the Company is permitted to include $85.0 million of future cost synergies expected to be realized in connection with acquisitions for the purpose of calculating the Company's adjusted EBITDA in accordance with the 2023 Credit Agreement. | ||||
| (10) | The Company presents 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. | ||||
| (11) | Netted cash includes cash and cash equivalents for domestic and foreign subsidiaries designated as restricted subsidiaries in the 2023 Credit Agreement. | ||||
14
SOMNIGROUP ANNOUNCES THIRD QUARTER CASH DIVIDEND
DALLAS, TX, August 6, 2026 – Somnigroup International Inc. (NYSE: SGI, “Company” or “Somnigroup”) today announced that its Board of Directors has declared a third quarter cash dividend on its common stock of $0.17 per share. The dividend is payable on September 3, 2026, to shareholders of record as of August 20, 2026.
About Somnigroup International Inc.
Somnigroup is the world’s leading bedding company, dedicated to transforming how the world sleeps. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in more than 100 countries worldwide, through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster®, and Sleepy’s®, and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored sleep solutions.
We seek to deliver long-term value for our shareholders through prudent capital allocation, including managing investments in our businesses. We are guided by our core value of Doing the Right Thing and committed to our global responsibility to protect the environment and the communities in which we operate. For more information, please visit www.somnigroup.com.
Investor Relations Contact
Lauren Avritt
Investor Relations
Somnigroup International Inc.
Investor.relations@somnigroup.com