SomniGroup (SGI) CEO awarded 72,120 performance RSUs tied to metrics

Rhea-AI Filing Summary

SomniGroup International Inc. reported that CEO and President Thompson Scott L acquired 72,120 Performance Restricted Stock Units (PRSUs) as a grant with no cash price per unit. These PRSUs and related restricted stock units convert into common stock on a one-for-one basis.

The award relates to a target grant made on January 3, 2025, with payout from 0% to 300% of target based on adjusted EPS, adjusted EBITDA and qualitative Strategic Initiatives performance. The Board’s Human Resources/Capital and Talent Committee determined the payout metrics on February 26, 2026, resulting in the reported 72,120 PRSUs. The PRSUs vest in full on January 4, 2027.

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

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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^*

THOMPSON SCOTT L

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & PRESIDENT

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		72,120		(2)	(2)	Common Stock	72,120	$0	72,120	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 full on January 4, 2027.

Remarks:

	/s/ Bhaskar Rao Attorney-in-Fact	03/02/2026
	** 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.
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FAQ

What insider transaction did SomniGroup (SGI) report for Thompson Scott L?

SomniGroup reported that CEO and President Thompson Scott L received a grant of 72,120 Performance Restricted Stock Units. The units were awarded at no cash cost and are tied to pre-set performance metrics, eventually converting into common stock on a one-for-one basis.

How many performance restricted stock units did SGI’s CEO receive?

SGI’s CEO was reported to have received 72,120 Performance Restricted Stock Units. This figure reflects the payout determined by the Board committee after assessing adjusted EPS, adjusted EBITDA and qualitative Strategic Initiatives performance, following a target grant originally made on January 3, 2025.

When do the SomniGroup (SGI) performance RSUs granted to the CEO vest?

The performance restricted stock units granted to SomniGroup’s CEO vest in full on January 4, 2027. Until vesting, the award remains subject to continued service and the previously determined performance outcomes that set the number of PRSUs ultimately earned from the initial grant.

What performance metrics determine the SGI CEO’s PRSU award payout?

The CEO’s Performance Restricted Stock Units payout is based on adjusted EPS, adjusted EBITDA and qualitative Strategic Initiatives performance. These metrics allow payouts from 0% to 300% of the original target, with the Human Resources/Capital and Talent Committee determining final results on February 26, 2026.

How do SomniGroup (SGI) performance RSUs convert into common stock?

SomniGroup’s performance restricted stock units convert into common stock on a one-for-one basis. After performance is measured and the award vests, each PRSU becomes one share of common stock, aligning the CEO’s compensation directly with shareholder value in the company’s equity.

Was there a purchase price for the SGI CEO’s 72,120 performance RSUs?

The reported 72,120 Performance Restricted Stock Units were granted at a price per unit of zero dollars. This indicates they were part of the CEO’s equity compensation package rather than an open-market purchase, aligning incentive pay with performance-based stock awards over time.