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Somnigroup records insider ownership change

SOMNIGROUP INTERNATIONAL INC.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SOMNIGROUP INTERNATIONAL INC. (symbol: SGI) is the issuer of record for a Form 4 filing submitted to the SEC.

Positive

  • None.

Negative

  • None.
Insider HAGALE JAMES TYSON
Role President - Leggett & Platt
Type Security Shares Price Value
Grant/Award Restricted Stock Units F2 4,992 -- --
Grant/Award Cash Settled Restricted Stock Units F3 4,992 -- --
Grant/Award Restricted Stock Units F4 1,109 -- --
Grant/Award Restricted Stock Units F5 10,825 -- --
Grant/Award Cash Settled Restricted Stock Units F6 10,825 -- --
Grant/Award Restricted Stock Units F7 4,811 -- --
Grant/Award Restricted Stock Units F8 9,222 -- --
Grant/Award Cash Settled Restricted Stock Units F9 9,221 -- --
Grant/Award Restricted Stock Units F10 6,148 -- --
Grant/Award Common Stock F1 8,978 -- --
Holdings After Transaction: Restricted Stock Units — 37,107 contracts (Direct); Cash Settled Restricted Stock Units — 25,038 contracts (Direct); Common Stock — 8,978 shares (Direct)
Footnotes (10)
  1. F1. Leggett & Platt, Incorporated ("Leggett"), Issuer and Sparrow Unity Corporation, a direct, wholly owned subsidiary of Issuer ("Merger Sub") entered into an Agreement and Plan of Merger, dated April 13, 2026 (the "Merger Agreement") pursuant to which Merger Sub merged into Leggett (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of Leggett common stock was cancelled and converted into the right to receive 0.1455 shares of Issuer common stock. At the effective time of the Merger, the reporting person received the shares of Issuer common stock reflected above in exchange for 61,706 shares of Leggett common stock.
  2. F2. Received in the Merger in exchange for employee performance stock units to acquire 17,155 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2024 Assumed PSU Awards"). The total in column 5 reflects the 2024 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock.
  3. F3. The total in columns 5 and 7 represents the portion of the 2024 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2024 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2026. The cash payment for the 2024 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2027.
  4. F4. Received in the Merger in exchange for employee restricted stock units to acquire 7,625 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2024 Assumed RSU Awards"). The total in column 5 reflects the 2024 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These 2024 Assumed RSU Awards will vest on February 26, 2027.
  5. F5. Received in the Merger in exchange for employee performance stock units to acquire 37,198 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2025 Assumed PSU Awards"). The total in column 5 reflects the 2025 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock.
  6. F6. The total in columns 5 and 7 represents the portion of the 2025 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2025 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2027. The cash payment for the 2025 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2028.
  7. F7. Received in the Merger in exchange for employee restricted stock units to acquire 33,065 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2025 Assumed RSU Awards"). The total in column 5 reflects the 2025 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These Assumed RSU Awards will vest in approximately two equal installments on 2/28/2027 and 2/28/2028.
  8. F8. Received in the Merger in exchange for employee performance stock units to acquire 31,690 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2026 Assumed PSU Awards"). The total in column 5 reflects the 2026 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock.
  9. F9. The total in columns 5 and 7 represents the portion of the 2026 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2026 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2028. The cash payment for the 2026 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2029.
  10. F10. Received in the Merger in exchange for employee restricted stock units to acquire 42,253 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2026 Assumed RSU Awards"). The total in column 5 reflects the 2026 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These 2026 Assumed RSU Awards will vest in approximately three equal installments on 2/26/2027, 2/26/2028 and 2/26/2029.

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SEC Form 4
FORM 4UNITED 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*
HAGALE JAMES TYSON
(Last)(First)(Middle)
100 CRESCENT CT. SUITE 700
(Street)
DALLAS TEXAS 75201
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
SOMNIGROUP INTERNATIONAL INC. [ SGI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President - Leggett & Platt
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/26/2026A8,978A(1)8,978D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$008/26/2026A4,99212/31/202612/31/2026Common Stock4,992(2)4,992D
Cash Settled Restricted Stock Units$008/26/2026A4,99212/31/202612/31/2026Common Stock4,992(3)4,992D
Restricted Stock Units$008/26/2026A1,109 (4) (4)Common Stock1,109(4)1,109D
Restricted Stock Units$008/26/2026A10,82512/31/202712/31/2027Common Stock10,825(5)10,825D
Cash Settled Restricted Stock Units$008/26/2026A10,82512/31/202712/31/2027Common Stock10,825(6)10,825D
Restricted Stock Units$008/26/2026A4,811 (7) (7)Common Stock4,811(7)4,811D
Restricted Stock Units$008/26/2026A9,22212/31/202812/31/2028Common Stock9,222(8)9,222D
Cash Settled Restricted Stock Units$008/26/2026A9,22112/31/202812/31/2028Common Stock9,221(9)9,221D
Restricted Stock Units$008/26/2026A6,148 (10) (10)Common Stock6,148(10)6,148D
Explanation of Responses:
1. Leggett & Platt, Incorporated ("Leggett"), Issuer and Sparrow Unity Corporation, a direct, wholly owned subsidiary of Issuer ("Merger Sub") entered into an Agreement and Plan of Merger, dated April 13, 2026 (the "Merger Agreement") pursuant to which Merger Sub merged into Leggett (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of Leggett common stock was cancelled and converted into the right to receive 0.1455 shares of Issuer common stock. At the effective time of the Merger, the reporting person received the shares of Issuer common stock reflected above in exchange for 61,706 shares of Leggett common stock.
2. Received in the Merger in exchange for employee performance stock units to acquire 17,155 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2024 Assumed PSU Awards"). The total in column 5 reflects the 2024 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock.
3. The total in columns 5 and 7 represents the portion of the 2024 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2024 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2026. The cash payment for the 2024 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2027.
4. Received in the Merger in exchange for employee restricted stock units to acquire 7,625 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2024 Assumed RSU Awards"). The total in column 5 reflects the 2024 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These 2024 Assumed RSU Awards will vest on February 26, 2027.
5. Received in the Merger in exchange for employee performance stock units to acquire 37,198 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2025 Assumed PSU Awards"). The total in column 5 reflects the 2025 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock.
6. The total in columns 5 and 7 represents the portion of the 2025 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2025 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2027. The cash payment for the 2025 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2028.
7. Received in the Merger in exchange for employee restricted stock units to acquire 33,065 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2025 Assumed RSU Awards"). The total in column 5 reflects the 2025 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These Assumed RSU Awards will vest in approximately two equal installments on 2/28/2027 and 2/28/2028.
8. Received in the Merger in exchange for employee performance stock units to acquire 31,690 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2026 Assumed PSU Awards"). The total in column 5 reflects the 2026 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock.
9. The total in columns 5 and 7 represents the portion of the 2026 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2026 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2028. The cash payment for the 2026 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2029.
10. Received in the Merger in exchange for employee restricted stock units to acquire 42,253 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2026 Assumed RSU Awards"). The total in column 5 reflects the 2026 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These 2026 Assumed RSU Awards will vest in approximately three equal installments on 2/26/2027, 2/26/2028 and 2/26/2029.
Remarks:
/s/ Bhaskar Rao Attorney-in-Fact08/28/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR