Somnigroup (SGI) CEO awarded 13,975 performance stock units tied to EPS

Rhea-AI Filing Summary

Somnigroup International Inc. reported that Steven H. Rusing, President & CEO Mattress Firm, received a grant of 13,975 performance restricted stock units that convert into common stock on a one-for-one basis at no purchase price.

The grant relates to a target number of performance shares awarded on January 3, 2025, with the final payout from 0 to 300% of target based on adjusted EPS, adjusted EBITDA and qualitative Strategic Initiatives performance. The board committee determined the payout on February 26, 2026, resulting in the 13,975 units, which vest in roughly three equal installments on January 4, 2027, 2028 and 2029.

Insights

Compensation & Governance Analyst

CEO receives performance-based equity award vesting 2027–2029.

The transaction shows Somnigroup granting 13,975 performance restricted stock units to its Mattress Firm President & CEO as equity compensation at no purchase price. The units convert into common stock on a one-for-one basis, aligning part of his pay with future share performance.

Payout ranges from 0% to 300% of the original target, determined by adjusted EPS, adjusted EBITDA and qualitative Strategic Initiatives. A board committee set the final payout on February 26, 2026, tying realized value to multi-metric performance rather than time alone.

The PRSUs vest in approximately three equal installments on January 4, 2027, January 4, 2028 and January 4, 2029, encouraging longer-term retention and focus. This appears to be a structured, performance-linked award rather than an open-market share purchase or sale.

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

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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^*

Rusing Steven H

(Last) (First) (Middle)

C/O SOMNIGROUP INTERNATIONAL INC.

100 CRESCENT CT., SUITE 700

(Street)

DALLAS TX 75201

(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)
	President & CEO Mattress Firm

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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

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
Performance Restricted Stock Units	$0(1)	02/26/2026		A		13,975		(2)	(2)	Common Stock	13,975	$0	13,975	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 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 26, 2026 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2027, 2028 and 2029.

Remarks:

	/s/ Bhaskar Rao Attorney-in-Fact	03/02/2026
	** 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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FAQ

What insider equity award did Somnigroup (SGI) report for Steven H. Rusing?

Somnigroup reported that Steven H. Rusing received 13,975 performance restricted stock units, converting one-for-one into common shares. The award was granted at no purchase price as part of his equity compensation and is tied to specific financial and strategic performance goals over time.

How many performance restricted stock units were granted to Somnigroup (SGI) CEO?

Steven H. Rusing was granted 13,975 performance restricted stock units. These units convert into common stock on a one-for-one basis and represent the actual payout determined from a prior performance share target grant after the company’s financial and strategic performance metrics were evaluated.

What performance metrics determine the payout of Somnigroup (SGI) CEO’s PRSUs?

The payout is based on adjusted EPS, adjusted EBITDA and qualitative Strategic Initiatives performance. These metrics can produce a payout from 0 to 300% of the original target, with the final number of performance shares determined by the board’s Human Resources/Capital and Talent Committee.

When do Steven H. Rusing’s Somnigroup (SGI) performance RSUs vest?

The performance restricted stock units vest in approximately three equal installments on January 4, 2027, January 4, 2028 and January 4, 2029. This multi-year vesting schedule encourages long-term retention and sustained focus on the company’s strategic and financial objectives by the executive.

Was cash paid for the Somnigroup (SGI) CEO’s performance stock units?

No cash purchase was involved; the 13,975 performance restricted stock units were granted at a price per share of 0.0000. This indicates an equity compensation award rather than an open-market transaction, aligning the executive’s interests directly with future Somnigroup common stock performance.

How was the final number of Somnigroup (SGI) CEO performance shares determined?

A target number of performance shares was granted on January 3, 2025, with payout from 0 to 300% of target. On February 26, 2026, the board committee evaluated adjusted EPS, adjusted EBITDA and strategic initiatives, resulting in 13,975 performance shares being earned and reported.