Somnigroup International Inc. (SGI) EVP details 2026 RSU grants and share holdings

Rhea-AI Filing Summary

Somnigroup International Inc. EVP Global Business Strategy reported multiple equity award transactions in company common stock on January 2, 2026. A series of restricted stock units and performance restricted stock units were exercised (transaction code M) and converted into common shares at an exercise price of $0, while shares were simultaneously withheld (transaction code F) at $88.74 per share, primarily to cover tax obligations. Following these transactions, the reporting person beneficially owned 858,570 shares of Somnigroup International common stock directly.

In addition, the executive received a new grant of 5,635 restricted stock units, which vest in four annual installments on January 4 of 2027, 2028, 2029 and 2030. The explanations note that all restricted and performance stock units convert into common stock on a one-for-one basis and describe prior grants that vest over several years, linking vesting and payouts to metrics such as adjusted EBITDA, adjusted EPS, relative TSR percentile and qualitative ESG and strategic 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^*

MONTGOMERY DAVID

(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 Global Business Strategy

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		2,593	A	$0(1)	846,432	D
Common Stock	01/02/2026		F		1,219	D	$88.74	845,213	D
Common Stock	01/02/2026		M		3,579	A	$0(1)	848,792	D
Common Stock	01/02/2026		F		1,683	D	$88.74	847,109	D
Common Stock	01/02/2026		M		2,609	A	$0(1)	849,718	D
Common Stock	01/02/2026		F		1,227	D	$88.74	848,491	D
Common Stock	01/02/2026		M		2,243	A	$0(1)	850,734	D
Common Stock	01/02/2026		F		1,055	D	$88.74	849,679	D
Common Stock	01/02/2026		M		2,961	A	$0(1)	852,640	D
Common Stock	01/02/2026		F		1,392	D	$88.74	851,248	D
Common Stock	01/02/2026		M		9,619	A	$0(1)	860,867	D
Common Stock	01/02/2026		F		4,521	D	$88.74	856,346	D
Common Stock	01/02/2026		M		4,198	A	$0(1)	860,544	D
Common Stock	01/02/2026		F		1,974	D	$88.74	858,570	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			2,593	(2)	(2)	Common Stock	2,593	$0	0	D
Restricted Stock Units	$0(1)	01/02/2026		M			3,579	(3)	(3)	Common Stock	3,579	$0	3,578	D
Restricted Stock Units	$0(1)	01/02/2026		M			2,609	(4)	(4)	Common Stock	2,609	$0	5,216	D
Restricted Stock Units	$0(1)	01/02/2026		M			2,243	(5)	(5)	Common Stock	2,243	$0	6,727	D
Performance Restricted Stock Units	$0(1)	01/02/2026		M			2,961	(6)	(6)	Common Stock	2,961	$0	0	D
Performance Restricted Stock Units	$0(1)	01/02/2026		M			9,619	(7)	(7)	Common Stock	9,619	$0	9,622	D
Performance Restricted Stock Units	$0(1)	01/02/2026		M			4,198	(8)	(8)	Common Stock	4,198	$0	8,394	D
Restricted Stock Units	$0(1)	01/02/2026		A		5,635		(9)	(9)	Common Stock	5,635	$0	5,635	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 10,372 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 14,315 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 10,434 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 8,970 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 5,635 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.
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FAQ

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

The EVP Global Business Strategy reported multiple transactions in Somnigroup International Inc. common stock on January 2, 2026, including exercises of restricted stock units and performance restricted stock units (code M) at $0 and share withholdings (code F) at $88.74 per share.

How many Somnigroup International Inc. (SGI) shares does the reporting person own after these transactions?

After completing the reported transactions on January 2, 2026, the EVP Global Business Strategy beneficially owned 858,570 shares of Somnigroup International Inc. common stock directly.

What new equity award did the Somnigroup International Inc. (SGI) executive receive?

On January 2, 2026, the executive received a new grant of 5,635 restricted stock units, which will vest in four equal annual installments on January 4 of 2027, 2028, 2029 and 2030.

At what price were Somnigroup International Inc. (SGI) shares withheld for taxes?

Shares of Somnigroup International Inc. common stock were withheld in several transactions with code F at a price of $88.74 per share, typically reflecting tax withholding related to vesting equity awards.

How do Somnigroup International Inc. (SGI) restricted stock units and performance restricted stock units convert into common shares?

The explanations state that performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis, meaning each unit delivers one share of Somnigroup International Inc. common stock upon vesting.

What performance metrics affect Somnigroup International Inc. (SGI) performance restricted stock units for the EVP?

The performance restricted stock units are tied to metrics including the company’s adjusted EBITDA, adjusted EPS, Relative TSR Percentile and qualitative ESG or strategic initiatives performance, with payouts ranging from 0% to 300% of target based on committee determinations.