SomniGroup (SGI) CEO discloses stock awards, vesting and share holdings

Rhea-AI Filing Summary

SomniGroup International Inc. president and CEO reports multiple equity transactions on January 2, 2026. The Form 4 shows several blocks of common stock acquired at $0 per share under vested restricted stock units and performance restricted stock units, followed by share disposals at $88.74 per share to cover tax withholding. After these transactions, the reporting person directly beneficially owns 295,869 shares of SomniGroup common stock and indirectly owns 22,400 shares through a family limited liability company.

In the derivative table, previously granted RSUs and performance RSUs convert into common stock on a one-for-one basis as they vest under awards originally granted between 2022 and 2025. The filing also discloses a new grant on January 2, 2026 of 14,086 restricted stock units, scheduled to vest in four annual installments on January 4 of 2027, 2028, 2029 and 2030.

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^*

Rusing Steven H

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO Mattress Firm

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		4,019	A	$0(1)	276,560	D
Common Stock	01/02/2026		F		1,833	D	$88.74	274,727	D
Common Stock	01/02/2026		M		5,547	A	$0(1)	280,274	D
Common Stock	01/02/2026		F		2,530	D	$88.74	277,744	D
Common Stock	01/02/2026		M		4,043	A	$0(1)	281,787	D
Common Stock	01/02/2026		F		1,844	D	$88.74	279,943	D
Common Stock	01/02/2026		M		3,476	A	$0(1)	283,419	D
Common Stock	01/02/2026		F		1,586	D	$88.74	281,833	D
Common Stock	01/02/2026		M		4,588	A	$0(1)	286,421	D
Common Stock	01/02/2026		F		2,093	D	$88.74	284,328	D
Common Stock	01/02/2026		M		14,909	A	$0(1)	299,237	D
Common Stock	01/02/2026		F		6,908	D	$88.74	292,329	D
Common Stock	01/02/2026		M		6,508	A	$0(1)	298,837	D
Common Stock	01/02/2026		F		2,968	D	$88.74	295,869	D
Common Stock								22,400	I	Family limited liability company

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			4,019	(2)	(2)	Common Stock	4,019	$0	0	D
Restricted Stock Units	$0(1)	01/02/2026		M			5,547	(3)	(3)	Common Stock	5,547	$0	5,546	D
Restricted Stock Units	$0(1)	01/02/2026		M			4,043	(4)	(4)	Common Stock	4,043	$0	8,086	D
Restricted Stock Units	$0(1)	01/02/2026		M			3,476	(5)	(5)	Common Stock	3,476	$0	10,428	D
Performance Restricted Stock Units	$0(1)	01/02/2026		M			4,588	(6)	(6)	Common Stock	4,588	$0	0	D
Performance Restricted Stock Units	$0(1)	01/02/2026		M			14,909	(7)	(7)	Common Stock	14,909	$0	14,911	D
Performance Restricted Stock Units	$0(1)	01/02/2026		M			6,508	(8)	(8)	Common Stock	6,508	$0	13,010	D
Restricted Stock Units	$0(1)	01/02/2026		A		14,086		(9)	(9)	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. On January 4, 2022, the reporting person was granted 16,076 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.

3. On January 4, 2023, the reporting person was granted 22,187 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.

4. On January 4, 2024, the reporting person was granted 16,173 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.

5. On January 3, 2025, the reporting person was granted 13,904 restricted stock units, vesting in four annual installments on January 4, 2026, 2027, 2028 and 2029.

6. 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.

7. 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.

8. 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.

9. 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 activity did SomniGroup International Inc. (SGI) report on this Form 4?

The Form 4 reports that the president and CEO of SomniGroup International Inc. completed multiple equity transactions on January 2, 2026, including stock received from vesting restricted stock units and performance restricted stock units, related share withholding transactions, and a new grant of restricted stock units.

How many SomniGroup (SGI) shares does the reporting person own after these transactions?

Following the reported transactions, the reporting person beneficially owns 295,869 shares of SomniGroup common stock directly and an additional 22,400 shares indirectly through a family limited liability company.

What price was used for SomniGroup (SGI) shares disposed of to cover taxes?

The filing shows several dispositions of SomniGroup common stock coded as F $88.74 per share.

What new equity award did the SomniGroup (SGI) president receive on January 2, 2026?

On January 2, 2026, the reporting person was granted 14,086 restricted stock units, which are scheduled to vest in four annual installments on January 4 of 2027, 2028, 2029 and 2030.

How do SomniGroup (SGI) restricted stock units and performance restricted stock units convert into common stock?

The explanation states that performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis, meaning each unit represents one share of SomniGroup common stock when it vests.

What prior SomniGroup (SGI) equity grants are referenced in this Form 4?

The filing references RSU and performance share grants made on January 4, 2022, January 4, 2023, January 4, 2024, and January 3, 2025, with vesting schedules over multiple years and payouts based on metrics such as adjusted EBITDA, Relative TSR Percentile, adjusted EPS, and qualitative ESG or Strategic Initiatives performance.