Somnigroup (SGI) insider receives shares and options in Leggett merger
Rhea-AI Filing Summary
SOMNIGROUP INTERNATIONAL INC. (SGI) reported that Karl G. Glassman, an officer, acquired multiple equity interests on 2026-08-26 in connection with SGI’s merger with Leggett & Platt. Leggett equity awards and shares were converted into SGI common stock, restricted stock units, cash-settled RSUs and stock options with future vesting and settlement dates.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 118,179 shares
Net Buy
14 txns
Insider
GLASSMAN KARL G
Role
CEO - Leggett & Platt
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units F4 | 48,369 | -- | -- |
| Grant/Award | Cash Settled Restricted Stock Units F5 | 48,369 | -- | -- |
| Grant/Award | Restricted Stock Units F6 | 10,749 | -- | -- |
| Grant/Award | Restricted Stock Units F7 | 65,556 | -- | -- |
| Grant/Award | Cash Settled Restricted Stock Units F8 | 65,556 | -- | -- |
| Grant/Award | Restricted Stock Units F9 | 29,136 | -- | -- |
| Grant/Award | Restricted Stock Units F10 | 55,923 | -- | -- |
| Grant/Award | Cash Settled Restricted Stock Units F11 | 55,923 | -- | -- |
| Grant/Award | Restricted Stock Units F12 | 37,282 | -- | -- |
| Grant/Award | Stock Option (right to buy) F13 | 8,009 | -- | -- |
| Grant/Award | Stock Option (right to buy) F14 | 5,953 | -- | -- |
| Grant/Award | Common Stock F1 | 39,105 | -- | -- |
| Grant/Award | Common Stock F2 | 74,835 | -- | -- |
| Grant/Award | Common Stock F3 | 4,239 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 247,015 shares (Direct);
Cash Settled Restricted Stock Units — 169,848 shares (Direct);
Stock Option (right to buy) — 13,962 shares (Direct);
Common Stock — 39,105 shares (Direct);
Common Stock — 74,835 shares (Indirect, By Glassman Living Trust);
Common Stock — 4,239 shares (Indirect, By 401(k) plan)
Footnotes (14)
- 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 268,764 shares of Leggett common stock.
- F2. Received shares of Issuer common stock in exchange for 514,335 shares of Leggett common stock in connection with the Merger.
- F3. Received shares of Issuer common stock in exchange for 29,140 shares of Leggett common stock in connection with the Merger.
- F4. Received in the Merger in exchange for employee performance stock units to acquire 166,216 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.
- F5. 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.
- F6. Received in the Merger in exchange for employee restricted stock units to acquire 73,874 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 5/20/2027.
- F7. Received in the Merger in exchange for employee performance stock units to acquire 225,280 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.
- F8. 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.
- F9. Received in the Merger in exchange for employee restricted stock units to acquire 200,248 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 2025 Assumed RSU Awards will vest in approximately two equal installments on 2/28/2027 and 2/28/2028.
- F10. Received in the Merger in exchange for employee performance stock units to acquire 192,176 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.
- F11. 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.
- F12. Received in the Merger in exchange for employee restricted stock units to acquire 256,235 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.
- F13. Received in the Merger in exchange for an employee stock option to acquire 55,051 shares of Leggett common stock, with a previous exercise price of $36.33 per share.
- F14. Received in the Merger in exchange for an employee stock option to acquire 40,917 shares of Leggett common stock, with a previous exercise price of $48.88 per share.
Key Figures
Direct common stock: 39,105 shares
Living Trust common stock: 74,835 shares
401(k) common stock: 4,239 shares
+5 more
8 metrics
Direct common stock
39,105 shares
SGI common stock held directly by Karl G. Glassman after Merger exchange
Living Trust common stock
74,835 shares
SGI common stock held indirectly by Glassman Living Trust after Merger exchange
401(k) common stock
4,239 shares
SGI common stock held indirectly through 401(k) plan after Merger exchange
Restricted Stock Units (2024 Assumed PSU Awards)
48,369 units
Time-based RSUs settled solely in SGI common stock, from 2024 Assumed PSU Awards
Cash settled RSUs (2024 Assumed PSU Awards)
48,369 units
Cash-settled RSUs paying cash equal to SGI closing price on 2026-12-31 vesting date
Stock options exercise price
$249.69 per share
8,009 SGI stock options received in exchange for Leggett option (55,051 shares)
Stock options exercise price
$335.95 per share
5,953 SGI stock options received in exchange for Leggett option (40,917 shares)
Merger share exchange ratio
0.1455 shares
Each Leggett common share converted into 0.1455 SGI common share in the Merger
Key Terms
Restricted Stock Units, performance stock units, Agreement and Plan of Merger, cash settled restricted stock units, +1 more
5 terms
Restricted Stock Units financial
"The total in column 5 reflects the 2024 Assumed RSU Awards which were converted"
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.
performance stock units financial
"Received in the Merger in exchange for employee performance stock units to acquire"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger, dated April 13, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
cash settled restricted stock units financial
"represents the portion of the 2024 Assumed PSU Awards held by the reporting person"
Cash-settled restricted stock units are employee compensation promises that mirror the value of company shares but pay out in cash instead of delivering actual stock once the units vest. Think of them as a future paycheck tied to the company’s share price that is paid after time or performance conditions are met. Investors watch them because they create future cash obligations for the company and avoid share dilution, both of which can affect earnings, cash flow and per-share metrics.
stock option (right to buy) financial
"Stock Option (right to buy)"
FAQ
What did Karl G. Glassman acquire in SGI (SOMNIGROUP INTERNATIONAL INC.) on 2026-08-26?
Karl G. Glassman acquired SGI common stock, restricted stock units, cash-settled restricted stock units, and stock options on 2026-08-26. These positions resulted from the conversion of his Leggett & Platt equity and shares into SGI securities under the merger Agreement and Plan of Merger.
What indirect SGI common stock holdings does Karl G. Glassman report in this Form 4 for SGI?
Karl G. Glassman reports 74,835 shares of SGI common stock held indirectly by the Glassman Living Trust and 4,239 shares held indirectly through a 401(k) plan, all received in exchange for Leggett & Platt common shares in the merger.
What restricted stock units tied to SGI common stock did Karl G. Glassman receive?
He received multiple SGI restricted stock unit positions, including 48,369 RSUs and 10,749 RSUs from 2024 awards, and additional blocks of 65,556, 29,136 and 37,282 RSUs from 2025 and 2026 assumed awards, each converting prior Leggett performance and restricted stock units.
What cash-settled restricted stock units linked to SGI did Karl G. Glassman receive?
He received cash-settled RSUs of 48,369, 65,556, and 55,923 units. Each represents a conditional right to a cash payment equal to the closing price of SGI common stock on vesting dates in 2026, 2027, and 2028, with payments due by mid-March of the following year.
What stock options on SGI common stock were granted to Karl G. Glassman in this Form 4?
Two stock option grants were reported: 8,009 options with a $249.69 exercise price expiring 2028-12-16, and 5,953 options with a $335.95 exercise price expiring 2026-12-29. Both were received in exchange for prior Leggett stock options.
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