Sleep Number SEC Filings

Sleep Number Corporation is registering 69,742 shares of common stock for issuance under a restricted stock unit inducement award to employee Amy K. O'Keefe. These shares will be delivered upon settlement of restricted stock units that are scheduled to be granted on December 15, 2025.

The award was approved by the company’s board of directors as an inducement material to the employee’s acceptance of employment, in accordance with Nasdaq Listing Rule 5635(c)(4). The inducement award will be issued outside of Sleep Number’s 2020 Equity Incentive Plan, and the filing also describes standard indemnification protections for directors and officers under Minnesota law and the company’s bylaws.

Sleep Number Corp (SNBR) insider equity update: Senior Vice President and Chief Supply Chain Officer Tanya C. Skogerboe reported equity activity effective 11/14/2025. On that date, 4,638 shares of Sleep Number common stock vested from restricted stock unit awards, and the reporting person covered the related estimated tax obligation in cash rather than by selling shares. Following the transaction, Skogerboe beneficially owned 47,877 shares of common stock directly and 2,517.4642 shares indirectly through a 401(k) plan, including 33,640 restricted stock units that vest over time.

Sleep Number Corporation (SNBR) filed an 8-K detailing its amended and extended credit agreement through 2027 and clarifying covenant terms and EBITDA definitions. The amendment raises near-term Net Leverage Ratio thresholds, including 5.25x for the quarter ended September 27, 2025, 4.50x for the quarter ending January 3, 2026, and 4.00x for each quarter thereafter.

The definition of Consolidated EBITDA now permits addbacks for approved pro forma cost actions implemented but not yet fully realized, while restructuring and other non-recurring addbacks are unchanged. The company reiterates 2025 adjusted EBITDA of about $70 million and, with roughly $40 million of structural changes, expects Consolidated EBITDA of about $110 million, supporting covenant compliance. Management plans to stabilize and modestly increase marketing in 2026 to back product launches, broaden consumer reach, and build on repeat demand.

Sleep Number (SNBR)49,746 common shares on 11/04/2025 at $0. The filing states these were Phantom Shares that converted to common stock when the reporting person ceased to be a Director. Following the transactions, the reporting person beneficially owned 98,085 shares.

The footnotes also note that 9,776 shares vested from restricted stock unit awards on 11/04/2025. The form indicates this will be the final reportable event based on recent activity.

Sleep Number (SNBR) reported a weak quarter with lower sales and losses. Net sales fell to $342.9 million, down 20% year over year, as lower volume and fewer stores weighed on results. Gross profit was $205.4 million with a 59.9% gross margin, slightly below last year’s 60.8%.

Operating loss was $40.3 million, driven in part by $39.2 million in restructuring costs. Net loss widened to $39.8 million, or $1.73 per diluted share. Sales and marketing fell in dollars but rose as a percentage of sales due to deleverage. R&D and G&A also declined year over year.

Liquidity remains tight. Cash was $1.3 million and borrowings under the credit facility were $579.5 million. For the first nine months, operating cash flow used $5.2 million and free cash flow used $17.0 million. On November 4, 2025, the company amended its credit agreement, extending maturity to December 3, 2027, adjusting pricing and covenants, and adding reporting requirements. The company was in compliance following the amendment. As of September 27, 2025, 22,790,000 common shares were outstanding.

Sleep Number (SNBR) amended its credit agreement, extending the maturity to December 3, 2027 and adjusting key terms. The revolving credit facility is reduced from $485 million to $475 million, and to $465 million on July 31, 2026. Pricing shifts to fixed grids: the Applicable Margin for Term SOFR Loans is 4.0% through December 31, 2026 and 4.25% starting January 1, 2027; the commitment fee is 0.50% through December 31, 2026 and 0.75% thereafter.

The amendment increases scheduled term-loan amortization by $1,250,000 per quarter beginning March 31, 2027 (aggregate $3,750,000). It terminates the accordion and tightens/clarifies covenants, including maximum Net Leverage Ratio stepping to 4.00x thereafter, a Liquidity minimum of $30 million until September 30, 2026 and $40 million monthly thereafter, refreshed Interest Coverage thresholds, and a new quarterly minimum EBITDA test. The company states it was in compliance following the amendment. Separately, Stephen L. Gulis, Jr. retired from the Board effective November 4, 2025.

Sleep Number Corp reporting person Christopher D. Krusmark disclosed on Form 4 that on 09/05/2025 a disposition occurred when 2,908 vested restricted stock units were settled and 890 shares were withheld to cover estimated taxes, recorded as a sale at $9.73 per share. After the transaction Mr. Krusmark beneficially owned 50,644 shares directly and had 2,338.0196 shares indirectly held through a 401(k). The filing notes 27,324 restricted stock units remain outstanding and vest over time. The Form 4 was signed on 09/08/2025 by an attorney-in-fact.

Sleep Number Corp (SNBR) insider Francis K. Lee reported separation from the company on 08/15/2025 and filed a final Form 4. The filing shows that 8,230 shares vested from a restricted stock unit award on the separation date, but a portion of those vested shares were withheld to cover the reporting person's estimated tax obligation. The report records a disposition of 2,671 shares at $10.68 each, leaving 18,874 shares beneficially owned by the reporting person following the transaction. The filing also states that any remaining unvested restricted stock units were forfeited upon separation.