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Somnigroup International (SGI) CFO details stock unit conversions and 11,269 RSU grant

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Somnigroup International Inc. EVP & Chief Financial Officer Bhaskar Rao reported multiple equity transactions on January 2, 2026. Several restricted stock units and performance restricted stock units were converted into common stock on a one-for-one basis at an exercise price of $0, followed by sales of shares at $88.74 to cover obligations.

After the reported transactions, Rao directly beneficially owned 354,036 shares of Somnigroup common stock. In addition, he received a new grant of 11,269 restricted stock units on January 2, 2026, scheduled to vest in four annual installments on January 4, 2027, 2028, 2029 and 2030. Earlier grants from 2022 through 2025 include time-based RSUs and performance shares tied to adjusted EBITDA, adjusted EPS, relative TSR percentile and qualitative ESG or strategic initiatives performance.

Positive

  • None.

Negative

  • None.
Insider Rao Bhaskar
Role EVP & Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 4,019 $0.00 --
Exercise Restricted Stock Units 5,547 $0.00 --
Exercise Restricted Stock Units 4,043 $0.00 --
Exercise Restricted Stock Units 3,476 $0.00 --
Exercise Performance Restricted Stock Units 4,588 $0.00 --
Exercise Performance Restricted Stock Units 14,909 $0.00 --
Exercise Performance Restricted Stock Units 6,508 $0.00 --
Grant/Award Restricted Stock Units 11,269 $0.00 --
Exercise Common Stock 4,019 $0.00 --
Tax Withholding Common Stock 1,813 $88.74 $161K
Exercise Common Stock 5,547 $0.00 --
Tax Withholding Common Stock 2,502 $88.74 $222K
Exercise Common Stock 4,043 $0.00 --
Tax Withholding Common Stock 1,824 $88.74 $162K
Exercise Common Stock 3,476 $0.00 --
Tax Withholding Common Stock 1,568 $88.74 $139K
Exercise Common Stock 4,588 $0.00 --
Tax Withholding Common Stock 2,070 $88.74 $184K
Exercise Common Stock 14,909 $0.00 --
Tax Withholding Common Stock 6,822 $88.74 $605K
Exercise Common Stock 6,508 $0.00 --
Tax Withholding Common Stock 2,936 $88.74 $261K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Restricted Stock Units — 0 shares (Direct); Common Stock — 334,500 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 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. 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. 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. 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. 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. 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. 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. On January 2, 2026, the reporting person was granted 11,269 restricted stock units, vesting in four annual installments on January 4, 2027, 2028, 2029 and 2030.
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Form 4 Insider Transactions: What Each Field Means →
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*
Rao Bhaskar
(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)
EVP & Chief Financial Officer
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) 334,500 D
Common Stock 01/02/2026 F 1,813 D $88.74 332,687 D
Common Stock 01/02/2026 M 5,547 A $0(1) 338,234 D
Common Stock 01/02/2026 F 2,502 D $88.74 335,732 D
Common Stock 01/02/2026 M 4,043 A $0(1) 339,775 D
Common Stock 01/02/2026 F 1,824 D $88.74 337,951 D
Common Stock 01/02/2026 M 3,476 A $0(1) 341,427 D
Common Stock 01/02/2026 F 1,568 D $88.74 339,859 D
Common Stock 01/02/2026 M 4,588 A $0(1) 344,447 D
Common Stock 01/02/2026 F 2,070 D $88.74 342,377 D
Common Stock 01/02/2026 M 14,909 A $0(1) 357,286 D
Common Stock 01/02/2026 F 6,822 D $88.74 350,464 D
Common Stock 01/02/2026 M 6,508 A $0(1) 356,972 D
Common Stock 01/02/2026 F 2,936 D $88.74 354,036 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 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 11,269 (9) (9) Common Stock 11,269 $0 11,269 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 11,269 restricted stock units, vesting in four annual installments on January 4, 2027, 2028, 2029 and 2030.
Remarks:
/s/ Bhaskar Rao 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

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

On January 2, 2026, EVP & Chief Financial Officer Bhaskar Rao reported multiple conversions of restricted stock units and performance restricted stock units into common stock at $0 exercise price, along with share sales at $88.74 to satisfy related obligations.

How many Somnigroup (SGI) shares does the reporting officer own after these transactions?

Following the reported transactions on January 2, 2026, Bhaskar Rao directly beneficially owned 354,036 shares of Somnigroup International Inc. common stock.

What new equity award did Somnigroup (SGI) grant on January 2, 2026?

On January 2, 2026, the reporting person was granted 11,269 restricted stock units, vesting 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?

The Form 4 shows several dispositions of Somnigroup International Inc. common stock at a price of $88.74 per share, reported with transaction code F.

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.

What performance metrics affect Somnigroup (SGI) performance share payouts for the CFO’s awards?

Certain performance shares have payouts from 0 to 300% of target based on the company’s adjusted EBITDA, relative TSR percentile, adjusted EPS, and qualitative ESG or strategic initiatives performance, as stated for the 2022, 2023 and 2024 grants.