Somnigroup (SGI) awards 22,536 performance RSUs to Tempur Sealy CEO

Rhea-AI Filing Summary

Somnigroup International Inc. reported that Buster H. Clifford III, CEO of Tempur Sealy, received a grant of 22,536 Performance Restricted Stock Units (PRSUs). These PRSUs convert into common stock on a one-for-one basis.

The award reflects performance for a period beginning with a target grant on January 3, 2025, with payout ranging from 0% to 300% of target based on adjusted EPS, adjusted EBITDA, and qualitative strategic initiatives. On February 26, 2026, the board’s Human Resources/Capital and Talent Committee determined the final payout, resulting in the reported PRSU amount. The PRSUs are scheduled to vest in approximately three equal installments on January 4, 2027, 2028, and 2029, subject to the plan’s terms.

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).

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^*

BUSTER H CLIFFORD III

(Last) (First) (Middle)

C/O SOMNIGROUP NTERNATIONAL 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO of Tempur Sealy

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		22,536		(2)	(2)	Common Stock	22,536	$0	22,536	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 approximately three equal installments on January 4, 2027, 2028 and 2029.

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.
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FAQ

What did Somnigroup (SGI) disclose in this Form 4 for Buster H. Clifford III?

Somnigroup reported that Buster H. Clifford III received 22,536 Performance Restricted Stock Units. These units were granted as a performance-based equity award and convert into common stock on a one-for-one basis, subject to future vesting dates and plan conditions.

How many Somnigroup (SGI) performance units were granted to the CEO of Tempur Sealy?

The filing shows a grant of 22,536 Performance Restricted Stock Units to Buster H. Clifford III. This number reflects the final payout level determined by Somnigroup’s board committee after reviewing adjusted EPS, adjusted EBITDA, and qualitative strategic initiatives performance metrics.

What performance metrics determine the Somnigroup (SGI) PRSU payout for this grant?

The PRSU payout is based on Somnigroup’s adjusted EPS, adjusted EBITDA, and qualitative Strategic Initiatives performance. The Human Resources/Capital and Talent Committee evaluated each metric and, on February 26, 2026, determined the payout level that resulted in 22,536 performance shares being awarded.

When do the Somnigroup (SGI) PRSUs granted to Buster H. Clifford III vest?

These PRSUs are scheduled to vest in roughly three equal installments on January 4, 2027, January 4, 2028, and January 4, 2029. Actual vesting remains subject to the terms and conditions of Somnigroup’s equity plan and the award agreement.

How do Somnigroup (SGI) Performance Restricted Stock Units convert into common stock?

The Form 4 notes that performance restricted stock units convert into Somnigroup common stock on a one-for-one basis. Once vesting conditions are met on the scheduled dates, each vested PRSU becomes one share of common stock, according to the plan’s provisions.

What was the original Somnigroup (SGI) grant date for these performance shares?

The original target number of performance shares was granted on January 3, 2025. Final payout was contingent on Somnigroup’s adjusted EPS, adjusted EBITDA, and qualitative Strategic Initiatives results, with the board committee determining the earned amount on February 26, 2026.