Somnigroup International (SGI) CEO details RSU, PRSU activity and new grant

Rhea-AI Filing Summary

Somnigroup International Inc.'s CEO of Tempur Sealy reported multiple equity transactions on January 2, 2026. Several blocks of common stock were acquired at $0 through the vesting and conversion of restricted stock units and performance restricted stock units, and portions of these shares were disposed of at $88.74 per share, typically to cover related obligations.

After these transactions, the CEO directly owned 248,334 shares of Somnigroup common stock and indirectly held 286,679 shares through the Buster Family Trust. The filing also shows a new grant of 14,086 restricted stock units, which are scheduled to vest in four annual installments on January 4, 2027, 2028, 2029 and 2030. Performance awards referenced in the filing are based on metrics such as adjusted EBITDA, adjusted EPS, relative TSR percentile and qualitative ESG or strategic initiatives performance.

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

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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^*

BUSTER H CLIFFORD III

(Last) (First) (Middle)

C/O SOMNIGROUP NTERNATIONAL 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO of Tempur Sealy

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		6,482	A	$0(1)	217,103	D
Common Stock	01/02/2026		F		2,956	D	$88.74	214,147	D
Common Stock	01/02/2026		M		8,946	A	$0(1)	223,093	D
Common Stock	01/02/2026		F		4,080	D	$88.74	219,013	D
Common Stock	01/02/2026		M		6,521	A	$0(1)	225,534	D
Common Stock	01/02/2026		F		2,974	D	$88.74	222,560	D
Common Stock	01/02/2026		M		5,607	A	$0(1)	228,167	D
Common Stock	01/02/2026		F		2,557	D	$88.74	225,610	D
Common Stock	01/02/2026		M		7,397	A	$0(1)	233,007	D
Common Stock	01/02/2026		F		3,374	D	$88.74	229,633	D
Common Stock	01/02/2026		M		24,050	A	$0(1)	253,683	D
Common Stock	01/02/2026		F		11,057	D	$88.74	242,626	D
Common Stock	01/02/2026		M		10,494	A	$0(1)	253,120	D
Common Stock	01/02/2026		F		4,786	D	$88.74	248,334	D
Common Stock								286,679	I	Buster Family Trust(2)

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			6,482	(3)	(3)	Common Stock	6,482	$0	0	D
Restricted Stock Units	$0(1)	01/02/2026		M			8,946	(4)	(4)	Common Stock	8,946	$0	8,946	D
Restricted Stock Units	$0(1)	01/02/2026		M			6,521	(5)	(5)	Common Stock	6,521	$0	13,042	D
Restricted Stock Units	$0(1)	01/02/2026		M			5,607	(6)	(6)	Common Stock	5,607	$0	16,819	D
Performance Restricted Stock Units	$0(1)	01/02/2026		M			7,397	(7)	(7)	Common Stock	7,397	$0	0	D
Performance Restricted Stock Units	$0(1)	01/02/2026		M			24,050	(8)	(8)	Common Stock	24,050	$0	24,047	D
Performance Restricted Stock Units	$0(1)	01/02/2026		M			10,494	(9)	(9)	Common Stock	10,494	$0	20,988	D
Restricted Stock Units	$0(1)	01/02/2026		A		14,086		(10)	(10)	Common Stock	14,086	$0	14,086	D

Explanation of Responses:

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

2. These shares of SGI common stock are held by a family trust of which the reporting person is trustee. The reporting person's spouse is the sole beneficiary of the trust.

3. On January 4, 2022, the reporting person was granted 25,928 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.

4. On January 4, 2023, the reporting person was granted 35,786 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.

5. On January 4, 2024, the reporting person was granted 26,085 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.

6. On January 3, 2025, the reporting person was granted 22,426 restricted stock units, vesting in four annual installments on January 4, 2026, 2027, 2027 and 2029.

7. On January 4, 2022, 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 EBITDA, Relative TSR Percentile and qualitative ESG performance. The Human Resources/Capital and Talent Committee of the Board of Directors determined the payout for each metric on February 17, 2023 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2024, 2025 and 2026.

8. On January 4, 2023, 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 EBITDA, Relative TSR Percentile and qualitative ESG performance. The Human Resources/Capital and Talent Committee of the Board of Directors determined the payout for each metric on February 16, 2024 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2025, 2026 and 2027.

9. 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 approximately three equal installments on January 4, 2026, 2027 and 2028.

10. On January 2, 2026, the reporting person was granted 14,086 restricted stock units, vesting in four annual installments on January 4, 2027, 2028, 2029 and 2030.

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).
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FAQ

What insider transaction did Somnigroup International (SGI) report for January 2, 2026?

The CEO of Tempur Sealy reported multiple transactions in Somnigroup International Inc. common stock on January 2, 2026, including shares acquired at $0 from vesting restricted stock units and performance restricted stock units, and shares sold at $88.74 per share.

How many Somnigroup (SGI) shares does the CEO directly and indirectly own after these transactions?

Following the reported transactions, the CEO directly owned 248,334 shares of Somnigroup common stock and indirectly held 286,679 shares through the Buster Family Trust.

What new equity award was granted to the Somnigroup (SGI) CEO on January 2, 2026?

On January 2, 2026, the CEO received a grant of 14,086 restricted stock units, which vest in four annual installments on January 4, 2027, 2028, 2029 and 2030.

At what price were Somnigroup (SGI) shares sold in the reported Form 4 transactions?

Shares of Somnigroup common stock reported as disposed of in the filing were sold at a price of $88.74 per share.

What are the key performance metrics for Somnigroup (SGI) performance restricted stock units mentioned?

The performance restricted stock units referenced use metrics including adjusted EBITDA, adjusted EPS, Relative TSR Percentile and qualitative ESG or Strategic Initiatives performance to determine payouts.

Who controls the indirect Somnigroup (SGI) holdings reported in the Form 4?

The 286,679 indirect shares of Somnigroup common stock are held by the Buster Family Trust, where the reporting person is trustee and the reporting person’s spouse is the sole beneficiary.