SOMNIGROUP (SGI) CFO awarded 13,975 performance RSUs vesting 2027–2029

Rhea-AI Filing Summary

SOMNIGROUP INTERNATIONAL INC. reported that EVP & Chief Financial Officer Rao Bhaskar acquired 13,975 Performance Restricted Stock Units (PRSUs) at no purchase price. Each PRSU converts into one share of common stock.

These PRSUs relate to a performance award granted on January 3, 2025, where the payout could range from 0 to 300% of a target amount based on the company’s adjusted EPS, adjusted EBITDA, and qualitative strategic initiatives. On February 26, 2026, the board’s Human Resources/Capital and Talent Committee certified the performance results, leading to the 13,975 PRSUs reported. The PRSUs are scheduled to vest in approximately three equal installments on January 4, 2027, January 4, 2028, and January 4, 2029.

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^*

Rao Bhaskar

(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)
	EVP & Chief Financial Officer

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	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did SOMNIGROUP (SGI) report for Rao Bhaskar?

SOMNIGROUP reported that EVP & CFO Rao Bhaskar acquired 13,975 Performance Restricted Stock Units. These units stem from a prior performance grant and reflect the company’s achievement against earnings, EBITDA, and strategic goals, as certified by the board committee on February 26, 2026.

How many Performance Restricted Stock Units did SGI grant to its CFO?

SGI reported that its CFO received 13,975 Performance Restricted Stock Units. Each unit converts into one share of common stock, representing performance-based equity compensation tied to adjusted EPS, adjusted EBITDA, and qualitative strategic initiatives evaluated by the board’s Human Resources/Capital and Talent Committee.

What performance period led to the 13,975 PRSUs for SOMNIGROUP (SGI) CFO?

The 13,975 PRSUs arise from a target performance share grant made on January 3, 2025. The payout could range from 0 to 300% of target, depending on SGI’s adjusted EPS, adjusted EBITDA, and strategic initiatives performance later certified by the board committee.

When do the SOMNIGROUP (SGI) CFO’s PRSUs vest?

The reported PRSUs vest in three approximately equal installments. Vesting dates are January 4, 2027, January 4, 2028, and January 4, 2029, spreading the CFO’s performance-based equity compensation over several years to align longer-term interests with company performance.

How are SOMNIGROUP (SGI) PRSUs converted into common stock?

SOMNIGROUP states that Performance Restricted Stock Units and restricted stock units convert into common stock on a one-for-one basis. This means each vested PRSU delivers one share of SGI common stock, directly linking executive compensation outcomes to the company’s equity value over time.

What metrics determine PRSU payouts at SOMNIGROUP (SGI)?

PRSUs at SOMNIGROUP use three key performance factors: adjusted EPS, adjusted EBITDA, and qualitative Strategic Initiatives. The Human Resources/Capital and Talent Committee sets the payout between 0 and 300% of target based on these metrics, aligning awards with both financial and strategic execution.