Every 8-K that Somnigroup International Inc. (SGI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SGI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SGI filings page.
Somnigroup International Inc. (SGI) completed its all-stock acquisition of Leggett & Platt, Incorporated, making Leggett & Platt a wholly owned subsidiary. Each Leggett & Platt share was converted into the right to receive 0.1455 Somnigroup shares, with cash in lieu of fractional shares, in a transaction valued at approximately $2.3 billion including existing indebtedness. Former Leggett & Platt shareholders now own about 9% of the combined company on a fully diluted basis.
Somnigroup reports that the deal reduces its net financial leverage by about 0.2x to roughly 2.8x adjusted EBITDA and has increased its annual run-rate synergy target to $75 million from an initial $50 million. About $1.5 billion of Leggett & Platt senior notes remain outstanding as a direct obligation, and Somnigroup expects approximately $50 million in annual non-cash fair value expense affecting cost of goods sold and $10 million in annual non-cash expense from the fair value adjustment of acquired bonds, both anticipated to be treated as financial adjustments under its credit facility. Leggett & Platt will be a new reporting segment, and Tyson Hagale has been appointed President of Leggett & Platt.
Somnigroup International Inc. (SGI) reports that, as of August 25, 2026, it has received all requisite regulatory approvals needed to close its previously announced acquisition of Leggett & Platt, Incorporated via a merger of Sparrow Unity Corporation into Leggett & Platt, which will become a wholly owned subsidiary of Somnigroup.
Somnigroup states it anticipates closing the transactions contemplated by the Merger Agreement as early as August 26, 2026. The company also includes extensive cautionary language that these plans are forward-looking and subject to numerous risks and uncertainties described in Somnigroup’s and Leggett & Platt’s periodic reports.
Somnigroup International Inc. released an August 2026 investor presentation detailing its vertically integrated bedding platform and recent performance. Trailing twelve‑month net sales were $7,616 million and net income $533.3 million, up 27.1% and 99.1% year over year, with adjusted EBITDA of $1,360.7 million and leverage of 2.99x. Second‑quarter 2026 net income was $110.9 million and adjusted EPS was $0.58.
The company expects 2026 sales of approximately $7.6 billion, adjusted EBITDA of $1.39 billion, and full‑year adjusted EPS of $3.00 at the midpoint, supported by about $690 million of advertising spend, a 25% U.S. federal tax rate, and a diluted share count of 213 million. Management targets adjusted EPS growth from $2.70 in 2025 to approximately $5.15 by 2028, a 24% compound annual rate, while planning to allocate roughly half of free cash flow to dividends and share repurchases.
Somnigroup also outlines an all‑stock acquisition of Leggett & Platt valued at approximately $2.5 billion. Leggett & Platt shareholders will receive 0.1455 Somnigroup share for each of their shares and are expected to own about 9% of the combined company. The transaction is expected to be accretive to adjusted EPS before synergies, reduce net financial leverage, and generate about $50 million of annual run‑rate adjusted EBITDA synergies, with roughly $10 million in the first twelve months after closing.
Somnigroup International Inc. reported second quarter 2026 results with total net sales of $1,823.5 million, down 3.0% from $1,880.8 million a year earlier, while gross margin improved to 44.8% from 44.0%. Net income rose 12.0% to $110.9 million and diluted EPS increased 10.6% to $0.52. Adjusted net income was $122.6 million and adjusted EPS was $0.58, up 9.4% from $0.53.
The company highlighted record second-quarter cash flows from operations of $236 million and ended the quarter with total debt of $4.4 billion and consolidated indebtedness less netted cash of $4.3 billion. The leverage ratio of consolidated indebtedness less netted cash to adjusted EBITDA was 2.99 times for the trailing twelve months ended June 30, 2026, compared with 3.56 times a year earlier.
For full year 2026, Somnigroup revised its adjusted EPS guidance to $2.85–$3.15, which it states represents about an 11% increase from 2025 at the midpoint. The company also reiterated its proposed all-stock acquisition of Leggett & Platt valued at approximately $2.5 billion, expected to close by the end of the third quarter of 2026, subject to shareholder and regulatory approvals. The Board declared a third quarter cash dividend of $0.17 per share, payable September 3, 2026 to shareholders of record on August 20, 2026.
Somnigroup International Inc. refinanced and extended its senior secured credit facilities through Amendment No. 5 to its 2023 Credit Agreement. The amended structure consists of a $1.2 billion term loan A and a $1.7 billion revolving credit facility, both maturing on July 27, 2031.
The amendment includes $510.0 million of incremental revolving commitments and provided $700.0 million used to prepay 2025 Refinancing Term B Loans. Management expects approximately $5 million in annual interest expense savings. Interest is based on a base rate or SOFR benchmarks plus margins tied to the company’s Consolidated Total Leverage Ratio.
The revised agreement also incorporates changes related to Somnigroup’s anticipated acquisition of Leggett & Platt and, upon achieving an Investment Grade Rating, permits the release of collateral and guarantees securing the credit facilities, which management characterizes as enhancing financial flexibility and optimizing its capital structure.
Somnigroup International Inc. reports a key step toward its planned acquisition of Leggett & Platt. The mandatory 30-day waiting period under the U.S. Hart-Scott-Rodino antitrust law expired on June 3, 2026, removing one regulatory hurdle. Somnigroup still needs Leggett & Platt shareholder approval, additional competition and foreign investment clearances in several jurisdictions, effectiveness of a Form S-4 registration statement, and no material adverse changes at either company. Somnigroup currently expects the merger to close by year-end 2026, but highlights numerous risks and uncertainties that could delay or prevent completion.
Somnigroup International Inc. reported that stockholders approved an amendment to its Amended and Restated Certificate of Incorporation to increase authorized common stock from 500,000,000 to 1,000,000,000 shares, keeping authorized preferred stock at 10,000,000 shares for a total of 1,010,000,000 authorized shares.
At the 2026 Annual Meeting, held on May 13, 2026, stockholders elected all director nominees, ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, and approved on an advisory basis the compensation of named executive officers.
Somnigroup International released an investor presentation outlining strong recent results and an aggressive growth plan. For the quarter ended March 31, 2026, net sales were $1.802 billion, up 12.3%, with net income of $104.2 million versus a prior-year loss and adjusted EPS of $0.59.
Trailing-twelve-month net income reached $521.4 million and adjusted EBITDA $1.355 billion, while leverage was about 3.1x. For 2026, Somnigroup targets roughly $7.8 billion in sales, adjusted EBITDA of $1.45 billion, and adjusted EPS between $3.00 and $3.40, supported by about $700 million of advertising and $225 million of capital spending.
The presentation highlights integration of Mattress Firm, with expected net EBITDA synergies of $235 million by 2027, and a planned all‑stock acquisition of Leggett & Platt valued around $2.5 billion, expected to be immediately accretive to adjusted EPS, reduce net leverage, and add about $50 million of annual EBITDA synergies at full run rate.
Somnigroup International Inc. reported strong first quarter 2026 results, with net sales of $1.8 billion, up 12.3% from $1.60 billion a year earlier. Net income swung to $104.2 million from a $33.1 million loss, and diluted EPS reached $0.49 versus $(0.17).
Adjusted net income was $124.5 million and adjusted EPS rose 20.4% to $0.59. Operating cash flow hit a record $246.5 million. The company ended the quarter with $4.6 billion of total debt and a consolidated indebtedness less netted cash to adjusted EBITDA ratio of 3.07x.
Management reaffirmed 2026 guidance, targeting adjusted EPS of $3.00–$3.40, about 19% above 2025 at the midpoint, and highlighted benefits from the Mattress Firm acquisition. Somnigroup also referenced a proposed all‑stock acquisition of Leggett & Platt valued at approximately $2.5 billion and declared a $0.17 per‑share quarterly dividend payable June 4, 2026.
Somnigroup International Inc. agreed to acquire Leggett & Platt, Incorporated in an all‑stock merger, with Leggett & Platt becoming a wholly owned subsidiary. Each share of LEG common stock will be converted into the right to receive 0.1455 shares of Somnigroup common stock, plus cash in lieu of fractional shares.
The deal has unanimous board approval and is subject to Leggett & Platt stockholder approval, antitrust and foreign investment clearances, effectiveness of a Form S‑4 registration statement, New York Stock Exchange listing of the new Somnigroup shares, and absence of specified material adverse events. The agreement includes mutual termination rights, an End Date of January 13, 2027 with up to three extensions, a $64 million termination fee payable by Leggett & Platt in certain circumstances, and an $80 million termination fee payable by Somnigroup if required approvals are not obtained. Equity awards for Leggett & Platt employees will generally convert into Somnigroup awards based on the same 0.1455 exchange ratio, with performance stock units for open performance periods deemed earned at 200% of target.
Somnigroup International Inc. is acquiring Leggett & Platt in an all-stock transaction valued at about $2.5 billion. Leggett & Platt shareholders will receive 0.1455 Somnigroup shares for each of their shares and are expected to own roughly 9% of the combined company on a fully diluted basis.
The deal, unanimously approved by both boards, is targeted to close by year-end 2026, subject to Leggett & Platt shareholder and regulatory approvals. Management expects the combination to be accretive to adjusted EPS before synergies in the first year and to reduce Somnigroup’s net financial leverage, supported by anticipated cost synergies.
Together, after eliminating intercompany sales, the companies generated 2025 net sales of about $11.2 billion, approximately $1.7 billion of adjusted EBITDA, and $1.1 billion of operating cash flow. The combined business is expected to run 175 manufacturing facilities in 36 countries with a workforce of more than 36,000, deepening Somnigroup’s vertical integration in bedding while adding diversified non-bedding revenue streams.
Somnigroup International Inc. is hosting an Investor Day on March 4, 2026, featuring executive presentations on its strategic vision, growth initiatives across business units, the building blocks for multi-year financial targets, and its go-forward capital allocation strategy.
The event begins at 8:00 a.m. ET and will be streamed live via the company’s Investor Relations website, with a replay and presentation materials available online after the event. Attendance in person is by invitation only, and the information described is furnished as a Regulation FD disclosure rather than filed under the Exchange Act.
Somnigroup International Inc. furnished an updated investor presentation outlining its strategy as the world’s largest bedding company and providing detailed 2025 results and 2026–2028 targets. The business is vertically integrated across manufacturing, logistics and more than 2,800 retail stores, including Mattress Firm in the U.S. and Dreams in the UK.
For the quarter ended December 31, 2025, net sales were $1.87 billion, up 54.7% year over year, with net income of $140.8 million, up 95.8%. Full-year 2025 net sales reached $7.48 billion, up 51.6%, and adjusted EPS was $2.70.
The company expects 2026 sales of about $7.9 billion at the midpoint, adjusted EPS between $3.00 and $3.40, and adjusted EBITDA of $1.45 billion. Mattress Firm acquisition net synergies are targeted at $225 million of EBITDA impact by 2027, and adjusted EPS is targeted to grow to roughly $5.15 by 2028.
Leverage was 3.21x adjusted EBITDA per credit facility with about $774 million of liquidity as of December 31, 2025. Management plans to return roughly half of 2026 free cash flow to shareholders via dividends and share repurchases while maintaining a target leverage range of 2.0x to 3.0x.
Somnigroup International reported a strong finish to 2025, with fourth quarter net sales of $1,868.4 million, up 54.7%, driven largely by the Mattress Firm acquisition. Quarterly EPS rose to $0.66, up 65.0%, while adjusted EPS increased 20.0% to $0.72.
For full year 2025, net sales grew to $7,476.5 million, up 51.6%. GAAP diluted EPS declined to $1.84 from $2.16, but adjusted EPS rose to $2.70, a 5.9% increase. Management highlighted record fourth quarter net sales and adjusted EBITDA, and meaningful margin gains in North America.
The company ended 2025 with consolidated indebtedness less netted cash of $4.6 billion, a leverage ratio of 3.21 times adjusted EBITDA per its credit facility. Somnigroup guided 2026 adjusted EPS to $3.00–$3.40 and internally targets adjusted EPS of about $5.15 by 2028. The Board raised the quarterly dividend 13% to $0.17 per share.
Somnigroup International Inc. filed a current report to let investors know it has issued a press release about ongoing discussions with Leggett & Platt. The company furnished this press release as Exhibit 99.1 under a Regulation FD disclosure item, which is used to share material information broadly with the market.
The company notes that the information in this section, including the press release, is being furnished rather than filed, meaning it is not subject to certain Exchange Act liabilities and will only be incorporated into other SEC documents if specifically referenced. The filing is signed by Executive Vice President and Chief Financial Officer Bhaskar Rao, underscoring management’s authorization of the disclosure.
Somnigroup International Inc. announced that it has submitted a proposal to acquire all outstanding shares of Leggett & Platt, Incorporated in an all‑stock transaction. The proposal offers Leggett & Platt shareholders Somnigroup common stock with a market value of $12.00 per Leggett & Platt share, based on a fixed exchange ratio to be agreed. Somnigroup disclosed the proposal via a press release and indicated that any transaction, if negotiated and agreed, could later involve registration statements, proxy materials or tender offer documents filed with the SEC.
The company emphasizes that this is a proposal rather than a completed deal and includes extensive forward‑looking statement cautions, noting that many factors could cause actual results or transaction outcomes to differ from current expectations. Investors are directed to future SEC filings and Somnigroup’s existing public reports for more detailed information about the potential combination and related risks.
Somnigroup International Inc. furnished an updated investor presentation under Item 7.01 on November 6, 2025. The deck, provided as Exhibit 99.1, will be used from time to time in meetings with investors.
The information is furnished under Regulation FD and is not deemed “filed” for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless specifically referenced.
Somnigroup International Inc. (SGI) announced two items. The company furnished a press release with financial results for the quarter ended September 30, 2025, and its Board declared a quarterly cash dividend of $0.15 per share.
The dividend is payable on December 4, 2025 to shareholders of record as of November 20, 2025. The results press release is included as Exhibit 99.1, and the dividend announcement is Exhibit 99.2. The Item 2.02 materials are furnished, not filed, under the Exchange Act.
Somnigroup International Inc. filed an 8-K to report that its Board of Directors has appointed Kindel Nuno as General Counsel of the company. According to the filing, Ms. Nuno now serves as both Chief Human Resources Officer and General Counsel, combining leadership of the company’s legal and human resources functions. The change was announced in a press release dated October 9, 2025, which is included as an exhibit to the report.
On September 30, 2025, Somnigroup International Inc. increased its Board from seven to eight members and appointed Christopher T. Cook as an independent director effective immediately. Mr. Cook's term will expire at the company's 2026 Annual Meeting of Stockholders or until his successor is elected. He will receive a pro rata director equity award under the 2021 Amended and Restated Non-Employee Director Compensation Plan and will be paid under the company's director compensation program described in the 2025 Proxy Statement. The filing attaches a press release as Exhibit 99.1 announcing the appointment.
On 7 Aug 2025, Somnigroup International Inc. (NYSE: SGI) filed a Form 8-K under Item 7.01 – Regulation FD Disclosure. The sole purpose of the filing is to furnish an updated Investor Presentation, attached as Exhibit 99.1. Management indicates the deck may be used in future investor meetings. Consistent with Reg FD, the material is explicitly furnished, not filed; therefore it carries no Exchange Act liability and will not be incorporated into registration statements unless specifically referenced. No earnings figures, balance-sheet data, strategic transactions or guidance updates accompany the exhibit. Apart from the routine signature block and exhibit list, the 8-K contains no additional quantitative or qualitative disclosures, making it a standard investor-relations communication with neutral impact on the investment thesis.
On 7 Aug 2025, Somnigroup International Inc. filed a Form 8-K outlining two reportable events.
- Item 2.02 – Results of Operations: The company issued a press release (Exhibit 99.1) announcing financial results for Q2 FY25 ended 30 Jun 2025. Numerical metrics are not included in the 8-K; investors must review the attached exhibit for revenue, EPS and guidance details.
- Item 8.01 – Other Events: The Board declared a quarterly $0.15 cash dividend per share, payable 5 Sep 2025 to shareholders of record on 21 Aug 2025 (Exhibit 99.2).
No other material transactions, executive changes or financing activities were disclosed. The furnished information is expressly not deemed “filed” under Section 18 of the Exchange Act.