Somnigroup (SGI) CEO discloses stock unit vesting, share sales and new RSU award

Rhea-AI Filing Summary

Somnigroup International Inc. CEO, President and Director reported several equity transactions on January 2, 2026. He exercised 71,762 restricted stock units and 100,748 performance restricted stock units into common stock at an exercise price of $0, reflecting previously granted awards that vested. To cover taxes, he disposed of 28,239 shares and 39,726 shares of common stock at a price of $88.74 per share. After these transactions, he directly owned 4,093,634 shares of common stock. He also received a new grant of 56,345 restricted stock units, which are scheduled to vest in full on January 4, 2027.

Insider Trade Summary

172,510 shares exercised/converted

Mixed 7 txns

Insider THOMPSON SCOTT L

Role CEO & PRESIDENT

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	71,762	$0.00	--
Exercise	Performance Restricted Stock Units	100,748	$0.00	--
Grant/Award	Restricted Stock Units	56,345	$0.00	--
Exercise	Common Stock	71,762	$0.00	--
Tax Withholding	Common Stock	28,239	$88.74	$2.51M
Exercise	Common Stock	100,748	$0.00	--
Tax Withholding	Common Stock	39,726	$88.74	$3.53M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Restricted Stock Units — 0 shares (Direct); Common Stock — 4,060,851 shares (Direct)

Footnotes (1)

1. Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. On January 3, 2025, the reporting person was granted 71,762 restricted stock units, vesting in full on January 4, 2026. On January 4, 2024, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EPS, adjusted EBITDA and qualitative Strategic Initiatives performance. The Human Resources/Capital and Talent Committee of the Board of Directors determined the payout for each metric on February 28, 2025 resulting in the reported number of performance shares received. The PRSUs vest in full on January 4, 2026. On January 2, 2026, the reporting person was granted 56,345 restricted stock units, vesting in full on January 4, 2027.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/06/2026 - 04:01 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THOMPSON SCOTT L

(Last) (First) (Middle)

C/O SOMNIGROUP INTERNATIONAL INC.

1000 TEMPUR WAY

(Street)

LEXINGTON KY 40511

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SOMNIGROUP INTERNATIONAL INC. [ SGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2026		M		71,762	A	$0(1)	4,060,851	D
Common Stock	01/02/2026		F		28,239	D	$88.74	4,032,612	D
Common Stock	01/02/2026		M		100,748	A	$0(1)	4,133,360	D
Common Stock	01/02/2026		F		39,726	D	$88.74	4,093,634	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(1)	01/02/2026		M			71,762	(2)	(2)	Common Stock	71,762	$0	0	D
Performance Restricted Stock Units	$0(1)	01/02/2026		M			100,748	(3)	(3)	Common Stock	100,748	$0	0	D
Restricted Stock Units	$0(1)	01/02/2026		A		56,345		(4)	(4)	Common Stock	56,345	$0	56,345	D

Explanation of Responses:

1. Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis.

2. On January 3, 2025, the reporting person was granted 71,762 restricted stock units, vesting in full on January 4, 2026.

3. On January 4, 2024, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EPS, adjusted EBITDA and qualitative Strategic Initiatives performance. The Human Resources/Capital and Talent Committee of the Board of Directors determined the payout for each metric on February 28, 2025 resulting in the reported number of performance shares received. The PRSUs vest in full on January 4, 2026.

4. On January 2, 2026, the reporting person was granted 56,345 restricted stock units, vesting in full on January 4, 2027.

Remarks:

	/s/ Bhaskar Rao Attorney-in-Fact	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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