Somnigroup International Inc. (SGI) deregisters unsold Mattress Firm-related shares

Rhea-AI Filing Summary

Somnigroup International Inc. has filed a post-effective amendment to its shelf registration that previously covered resales of common stock by selling stockholders from the Mattress Firm Acquisition. The registration had been maintained to satisfy Somnigroup’s contractual registration obligations under the Mattress Firm merger agreement.

The merger agreement required Somnigroup to use commercially reasonable efforts to keep the resale registration effective and usable until August 5, 2026, the 18‑month anniversary of the Mattress Firm Acquisition closing, or earlier if specified ownership conditions were met. Those registration obligations have now expired, and Somnigroup is removing from registration any securities that were registered but remain unsold under that resale shelf.

Key Figures

Registration effectiveness period: Until August 5, 2026 Anniversary reference: 18-month anniversary

2 metrics

Registration effectiveness period Until August 5, 2026 Period Somnigroup agreed to keep the resale registration effective and usable

Anniversary reference 18-month anniversary Describes August 5, 2026 as 18 months after the Mattress Firm Acquisition closing

Key Terms

Post-Effective Amendment, Registration Statement on Form S-3, Selling Stockholders, commercially reasonable efforts, +1 more

5 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 1 relates to the Registration Statement"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Registration Statement on Form S-3 regulatory

"relates to the Registration Statement on Form S-3 (File No. 333-285423)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Selling Stockholders financial

"shares of Common Stock beneficially owned by the Selling Stockholders"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

commercially reasonable efforts regulatory

"the Company agreed to use commercially reasonable efforts to keep the Registration Statement effective"

affiliate regulatory

"no Selling Stockholder is an “affiliate” of the Company or owns at least 2%"

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FAQ

What is Somnigroup International Inc. (SGI) doing in this post-effective amendment?

Somnigroup is deregistering any unsold shares of common stock that were previously registered for resale by selling stockholders under a Form S-3 shelf tied to the Mattress Firm Acquisition.

Why was Somnigroup (SGI) originally required to maintain this resale registration?

Somnigroup agreed in the Mattress Firm merger agreement to keep a resale registration statement effective to cover shares of common stock beneficially owned by selling stockholders as part of the acquisition consideration.

Until when did Somnigroup (SGI) commit to keep the resale registration effective?

Somnigroup committed to use commercially reasonable efforts to keep the registration effective and usable until August 5, 2026, the 18‑month anniversary of the Mattress Firm Acquisition closing, or earlier if certain ownership conditions were met.

What triggers Somnigroup’s ability to remove the registered securities now?

Somnigroup states that its registration obligations have expired under the Mattress Firm merger agreement, allowing it to remove from registration any securities that were registered but remain unsold under the shelf.

Does Somnigroup (SGI) receive proceeds from this deregistration action?

No proceeds arise from this step. The amendment simply removes unsold securities from registration that had been available for resale by selling stockholders under the previous Form S-3.

Which transaction was linked to the selling stockholders in Somnigroup’s (SGI) registration?

The selling stockholders held Somnigroup common stock received in the Mattress Firm Group Inc. acquisition, and their resale rights were covered by the earlier Form S-3 registration statement.

As filed with the Securities and Exchange Commission on August 6, 2026

Registration No. 333-285423

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3
REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

SOMNIGROUP INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)
Delaware			33-1022198
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

100 Crescent Ct. Suite 700

Dallas, Texas 75201
(800) 878-8889
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Kindel Nuño

Executive Vice President, Chief Human Resources Officer and

General Counsel

Somnigroup International Inc.

100 Crescent Ct. Suite 700

Dallas, Texas 75201

(800) 878-8889
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Paul J. Shim
Lillian Tsu
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging Growth Company

x

o

o

☐

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-285423) previously filed by Somnigroup International Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on February 28, 2025 (the “Registration Statement”) relating to the offer and sale from time to time of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company pursuant to Rule 415 under the Securities Act of 1933, as amended, by the selling stockholders identified therein (the “Selling Stockholders”), and is being filed to terminate the effectiveness of the Registration Statement and deregister the offer and resale of all unsold securities that were registered under the Registration Statement.

The Registration Statement was filed to register the offer and sale of shares of Common Stock beneficially owned by the Selling Stockholders to satisfy certain registration obligations that the Company granted to the Selling Stockholders in connection with the Company’s acquisition of Mattress Firm Group Inc. (“Mattress Firm” and such acquisition, the “Mattress Firm Acquisition”). Pursuant to the Agreement and Plan of Merger, dated May 9, 2023 (the “Merger Agreement”), by and among the Company, Lima Holdings Corporation, Lima Deal Corporation LLC, Mattress Firm and Steenbok Newco 9 Limited, solely in its capacity as Stockholder Representative, the Company agreed to use commercially reasonable efforts to keep the Registration Statement effective and usable until August 5, 2026, which is the 18-month anniversary of the closing date of the Mattress Firm Acquisition, or such earlier time as (i) the date that all shares of Common Stock covered by the Registration Statement have been sold or (ii) no Selling Stockholder is an “affiliate” of the Company or owns at least 2% of shares of Common Stock outstanding.

The Company’s obligations with respect to the registration of shares of Common Stock under the Merger Agreement have expired, and the Company hereby removes from registration the securities registered but unsold under the Registration Statement, if any.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to the registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on August 6, 2026.

			Somnigroup International Inc.
			By:			/s/ Bhaskar Rao
			Name:			Bhaskar Rao
			Title:			Executive Vice President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.