[Form 4] SOMNIGROUP INTERNATIONAL INC. Insider Trading Activity

Rhea-AI Filing Summary

Christopher Thomas Cook, a director of SomniGroup International Inc. (SGI), was reported to have received 1,099 restricted stock units on 09/30/2025. The RSUs were recorded at a $0 acquisition price and increase Mr. Cook's direct beneficial ownership to 121,453 shares. The filing states each RSU converts to one share and the awards vest in full on May 14, 2026. The Form 4 was signed by an attorney-in-fact on 10/01/2025. No derivative transactions or cash purchases are reported in this filing.

Insights

Corporate Governance Expert

TL;DR Director received equity compensation that vests over time, aligning interests with shareholders without immediate dilution.

This grant of 1,099 restricted stock units is a routine equity award for a director, vesting on a specified future date, which ties the directors compensation to long-term share performance. The award was issued at $0 in the filing because RSUs represent a right to future shares rather than a cash purchase. From a governance perspective, time-based vesting supports alignment and retention. The filing does not disclose the grant date beyond the transaction date, the grant fair value, or any performance conditions, limiting assessment of potential dilution and total compensation impact.

Securities Analyst

TL;DR A non-cash issuance of 1,099 RSUs modestly increases insider ownership; impact on valuation and outstanding share count is likely minimal.

The report shows a straight conversion of RSUs to common shares upon vesting with no exercise price, and the directors total direct holdings post-transaction are 121,453 shares. Because RSUs settle in shares and vest on May 14, 2026, the timing of share issuance could create modest future dilution when settled. The filing lacks information on total outstanding RSUs or the companys full equity incentive pool, so precise dilution and earnings-per-share impact cannot be calculated from this document alone.

10/01/2025 - 04:07 PM

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).

1. Name and Address of Reporting Person^*

Cook Christopher Thomas

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A		1,099	A	$0(1)	121,453	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

Explanation of Responses:

1. 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 May 14, 2026.

Remarks:

	/s/ Bhaskar Rao Attorney-in-Fact	10/01/2025
	** 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).
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