Simon Dyer of SOMNIGROUP (SGI) exercises RSUs, withholds shares for taxes and reports indirect holdings

Rhea-AI Filing Summary

SOMNIGROUP INTERNATIONAL INC. director Simon Dyer reported several equity compensation transactions in company stock. On May 14, 2026, he exercised 2,337 restricted stock units, converting them into the same number of common shares on a one-for-one basis, and a portion of the resulting shares was used to satisfy tax obligations.

Specifically, 702 common shares were disposed of at $64.49 per share in a tax-withholding disposition, while his direct common stock holdings increased, with 11,582 shares shown as held directly after the exercise. On May 13, 2026, he also received a grant of 2,657 restricted stock units, each representing the right to receive one common share that vests in full on the first anniversary of the grant date.

The filing further shows 36,800 common shares held indirectly through Madad Investments Pty Ltd, an entity for which Dyer, as a shareholder, has sole control over investment and voting decisions.

Insights

Equity compensation and governance analyst

Routine equity compensation activity with tax withholding and no open-market trades.

Director Simon Dyer exercised 2,337 restricted stock units into common stock and received a new grant of 2,657 RSUs. A 702-share disposition at $64.49 per share covered tax obligations, a standard mechanism rather than an open-market sale.

Post-transaction, the filing shows 11,582 common shares held directly and 36,800 shares held indirectly via Madad Investments Pty Ltd, where he controls investment and voting decisions. With no remaining derivative positions listed and no open-market buying or selling, these appear to be routine compensation and tax events rather than directional trading.

Insider Trade Summary

2,337 shares exercised/converted

Mixed 5 txns

Insider Dyer Simon

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,337	$0.00	--
Exercise	Common Stock	2,337	$0.00	--
Tax Withholding	Common Stock	702	$64.49	$45K
Grant/Award	Restricted Stock Units	2,657	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 11,582 shares (Direct, null); Common Stock — 36,800 shares (Indirect, Madad Investments Pty Ltd)

Footnotes (1)

1. Restricted stock units convert into common stock on a one-for-one basis. The reporting person is a shareholder of Madad Investment Pty Ltd and has sole control over the investment and voting decisions of the entity. Each restricted stock unit represents the right to receive one share of common stock of the issuer as described in the next sentence. The restricted stock units vest in full on the first year anniversary of the grant date.

Key Figures

RSUs exercised: 2,337 shares Shares for tax withholding: 702 shares at $64.49 Direct common shares after exercise: 11,582 shares +2 more

5 metrics

RSUs exercised 2,337 shares Restricted stock units converted to common stock on May 14, 2026

Shares for tax withholding 702 shares at $64.49 Common shares disposed to cover tax liabilities

Direct common shares after exercise 11,582 shares Direct ownership following May 14, 2026 transactions

Indirect common shares 36,800 shares Held via Madad Investments Pty Ltd as of May 13, 2026

New RSU grant 2,657 units Restricted stock units granted on May 13, 2026, vesting in one year

Key Terms

Restricted stock units, tax-withholding disposition, derivative security, indirect, +1 more

5 terms

Restricted stock units financial

"Restricted stock units convert into common stock on a one-for-one basis."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

indirect financial

"Common Stock holding entry shows indirect ownership via Madad Investments Pty Ltd"

vest in full financial

"The restricted stock units vest in full on the first year anniversary of the grant date."

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^*

Dyer Simon

(Last) (First) (Middle)

C/O SOMNIGROUP INTERNATIONAL INC.

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		M		2,337	A	$0(1)	11,582	D
Common Stock	05/14/2026		F		702	D	$64.49	10,880	D
Common Stock								36,800	I	Madad Investments Pty Ltd(2)

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)	05/14/2026		M			2,337	(3)	(3)	Common Stock	2,337	$0	0	D
Restricted Stock Units	$0(1)	05/13/2026		A		2,657		(3)	(3)	Common Stock	2,657	$0	2,657	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. The reporting person is a shareholder of Madad Investment Pty Ltd and has sole control over the investment and voting decisions of the entity.

3. Each restricted stock unit represents the right to receive one share of common stock of the issuer as described in the next sentence. The restricted stock units vest in full on the first year anniversary of the grant date.

Remarks:

	/s/ Bhaskar Rao Attorney-in-Fact	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did SGI director Simon Dyer report?

Simon Dyer reported exercising 2,337 restricted stock units into common stock, disposing of 702 shares to cover tax obligations, and receiving a new grant of 2,657 restricted stock units, all tied to equity compensation rather than open-market trades.

Did Simon Dyer buy or sell SOMNIGROUP (SGI) shares on the market?

The filing shows no open-market purchases or sales. Instead, 702 shares were disposed of at $64.49 per share solely to satisfy tax liabilities related to equity awards, which is a common non-market mechanism for paying taxes on vested stock.

How many SOMNIGROUP (SGI) shares does Simon Dyer hold after these transactions?

After these transactions, the filing lists 11,582 common shares held directly by Simon Dyer and 36,800 common shares held indirectly through Madad Investments Pty Ltd, an entity for which he controls investment and voting decisions according to the disclosed footnote.

What new equity award did Simon Dyer receive from SOMNIGROUP (SGI)?

Simon Dyer received a grant of 2,657 restricted stock units, each representing the right to receive one share of SOMNIGROUP common stock. According to the disclosure, these restricted stock units vest in full on the first anniversary of the grant date, subject to standard award terms.

How were restricted stock units treated in Simon Dyer’s SGI Form 4?

Restricted stock units were disclosed as converting into common stock on a one-for-one basis. Dyer exercised 2,337 units into the same number of common shares and separately received a 2,657-unit award that will vest fully one year after the grant date.

What is Madad Investments Pty Ltd’s role in SGI share ownership?

Madad Investments Pty Ltd holds 36,800 SGI common shares reported as indirect holdings. A footnote states Simon Dyer is a shareholder of Madad Investments Pty Ltd and has sole control over its investment and voting decisions, linking those shares to his overall economic exposure.