Sleep Number (NASDAQ: SNBR) gains $55M liquidity in lender forbearance deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Sleep Number Corporation entered a Forbearance Agreement and Thirteenth Amendment to its Credit Agreement, adding a new $25 million term loan maturing on June 30, 2026 at one‑month term SOFR plus 8%, with a $5 million amortization due June 1, 2026.
The amendment provides covenant relief and forbearance from lenders regarding specified existing defaults, waives the $30 million minimum liquidity covenant until the first week ending after July 1, 2026, tightens reporting and cash controls, and requires milestones toward a strategic transaction to repay lenders in full. On April 27, 2026, the term loan was fully funded and revolving loans outstanding reached $447.2 million, contributing to roughly $55 million of additional liquidity highlighted by the company.
Management states that performance for the first quarter of 2026 is in line with prior expectations and continues to emphasize a turnaround plan centered on a major new product portfolio, an integrated marketing campaign and ongoing evaluation of strategic business and financing options, with first-quarter results expected on May 12, 2026.
Positive
- None.
Negative
- Reliance on forbearance and near‑term, high‑cost debt signals elevated financial stress: lenders are formally forgoing remedies on existing covenant defaults, liquidity covenants are waived only temporarily, and borrowings include a SOFR plus 8% term loan and $447.2 million drawn on the revolving facility.
Insights
Sleep Number secures short‑dated, high‑cost liquidity with covenant relief under lender forbearance.
Sleep Number has amended its Credit Agreement to obtain a new $25 million term loan, contributing to about $55 million of additional liquidity, while lenders formally forbear on specified existing defaults. The term loan carries a high spread of one‑month term SOFR plus 8% and matures on June 30, 2026.
The amendment waives the $30 million minimum liquidity covenant until the first week ending after July 1, 2026 and adds tighter reporting, cash interest requirements and mandatory prepayments from asset sales, equity, new debt or insurance proceeds. Revolving borrowings reached $447.2 million, indicating heavy reliance on bank financing.
The company must meet milestones toward a strategic transaction designed to maximize enterprise value and fully repay lenders, underscoring pressure to address its capital structure. Management notes that first‑quarter 2026 performance is tracking expectations, and highlights progress in a large product reset and marketing campaign, but the overall picture still reflects elevated financial risk until a longer‑term solution is implemented.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New term loan size: $25 million
Term loan interest rate: one-month term SOFR + 8.00% per annum
Term loan maturity: June 30, 2026
+5 more
8 metrics
New term loan size
$25 million
2026 Term Loan added under Thirteenth Amendment
Term loan interest rate
one-month term SOFR + 8.00% per annum
Pricing on 2026 Term Loan
Term loan maturity
June 30, 2026
Maturity date of 2026 Term Loan
Amortization payment
$5 million
Principal payment due June 1, 2026 on 2026 Term Loan
Revolver borrowings
$447.2 million
Outstanding revolving loans after $2.7 million draw on April 27, 2026
Additional liquidity
$55 million
Liquidity increase highlighted in press release
Minimum liquidity covenant
$30 million
Minimum liquidity covenant waived until first week ending after July 1, 2026
Q1 2026 earnings date
May 12, 2026
Planned release of fiscal first quarter 2026 results
Key Terms
Forbearance Agreement, minimum liquidity covenant, term SOFR, strategic transaction, +1 more
5 terms
Forbearance Agreement financial
"entered into a Forbearance Agreement and Thirteenth Amendment amending the Amended and Restated Credit and Security Agreement"
A forbearance agreement is a temporary deal between a borrower and a lender where the lender agrees to delay or reduce payments instead of declaring a default; think of it as a pause button on a loan while both sides work out a longer-term fix. It matters to investors because it affects a company’s short-term cash flow and the likelihood of loan losses or restructuring, which can change credit risk and share value.
minimum liquidity covenant financial
"waiver of the $30 million minimum liquidity covenant until the first week ending after July 1, 2026"
term SOFR financial
"a $25 million term loan facility that accrues interest at a rate per annum equal to the one-month term SOFR rate plus 8.00%"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
strategic transaction financial
"milestones relating to Sleep Number’s efforts to consummate a strategic transaction that is designed to maximize enterprise value"
A strategic transaction is a deliberate business deal—such as a merger, acquisition, divestiture, joint venture or major investment—designed to change a company’s long‑term position, growth path or cost structure. Investors care because these deals can materially alter future revenue, profits and risk exposure; like rearranging pieces on a chessboard, a successful transaction can improve competitive strength and shareholder value, while a poorly executed one can harm them.
Net Promoter Score financial
"We are seeing early signs of positive customer reviews and improved Net Promoter Score for ComfortMode"
Net Promoter Score (NPS) is a single-number measure of customer loyalty based on asking customers how likely they are to recommend a company’s product or service to others; responses are grouped and converted to a score from -100 to +100. It matters to investors because a high NPS suggests strong customer satisfaction, lower churn and more organic growth through word-of-mouth—like a reputation score that can predict future sales and brand resilience.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 27, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||
(Address of principal executive offices) (Zip Code)
(763 ) 551-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT | ||||
On April 27, 2026, Sleep Number Corporation, a Minnesota corporation (“Sleep Number”), entered into a Forbearance Agreement and Thirteenth Amendment (the “Thirteenth Amendment”) amending the Amended and Restated Credit and Security Agreement, dated as of February 14, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, Swing Line Lender and Issuing Lender, and certain other financial institutions party thereto.
The Thirteenth Amendment, among other things: (a) adds a $25 million term loan facility (the “2026 Term Loan”) that accrues interest at a rate per annum equal to the one-month term SOFR rate plus 8.00% and that matures on June 30, 2026, with a $5 million amortization payment due on June 1, 2026; (b) provides that the lenders will forbear from exercising certain rights and remedies in respect of certain events of default under the Credit Agreement (the “Specified Defaults”), subject to certain forbearance termination events; (c) requires that cash interest payments in respect of all loans outstanding under the Credit Agreement be payable at least monthly; (d) permits the sale of Sleep Number’s claim for certain tariff refunds; (e) requires mandatory prepayments of the loans outstanding under the Credit Agreement with any proceeds received from certain asset sales, equity issuances, debt incurrences, insurance claims or condemnation or similar payments; (f) provides for additional and more frequent reporting requirements; (g) adjusts the minimum liquidity financial covenant such that it does not apply from April 27, 2026 until the last Business Day of the first week ending after July 1, 2026; (h) requires that Sleep Number not permit disbursements or new draws under the revolving credit facility outstanding under the Credit Agreement (the “Revolving Facility”) to exceed an agreed permitted variance amount; and (i) requires Sleep Number to satisfy certain milestones, including milestones relating to Sleep Number’s efforts to consummate a strategic transaction that is designed to maximize enterprise value and provide for payment in full of the obligations under the Credit Agreement. Following such amendment, the Company was in compliance with all covenants (other than with respect to the Specified Defaults).
In connection with the Thirteenth Amendment, (i) on April 27, 2026, the 2026 Term Loan was fully funded and Sleep Number also drew down $2.7 million of revolving loans under the Revolving Facility, such that the aggregate principal amount of outstanding revolving loans was $447.2 million, and (ii) Sleep Number agreed to pay the lenders certain amendment fees and to reimburse the lenders for certain expenses. The foregoing description of the Thirteenth Amendment is qualified in its entirety by reference to the complete terms of the Thirteenth Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. | ||||
The information under Item 1.01 above is incorporated by reference into this Item 2.03.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. | ||||
(d) Exhibits.
| Exhibit No. | Description of Exhibit | ||||
| 10.1 | Thirteenth Amendment to Amended and Restated Credit and Security Agreement, dated as of April 27, 2026 among Sleep Number Corporation, U.S. Bank National Association and the several banks and other financial institutions from time to time party thereto | ||||
| 99.1 | Press Release dated April 28, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SLEEP NUMBER CORPORATION | ||||||||||||||
| (Registrant) | ||||||||||||||
Dated: April 28, 2026 | By: | /s/ Samuel R. Hellfeld | ||||||||||||
| Name: | Samuel R. Hellfeld | |||||||||||||
| Title: | Executive Vice President, Chief Legal and Risk Officer | |||||||||||||
Exhibit 99.1
Sleep Number Announces Amendment to Credit Agreement
Agreement with Existing Lenders Provides Additional $55 Million of Liquidity, Including a $25 Million Term Loan, and Relief on Certain Financial and Liquidity Covenants
Company Remains Focused on New Product Rollout, New Marketing Campaign and Cost Management, while Evaluating Strategic Business Opportunities with its Advisors
Performance Remains on Track with Company’s 2026 First Quarter Expectations; Company to Announce First Quarter Results on May 12, 2026
Minneapolis, April 28, 2026 – Sleep Number (Nasdaq: SNBR) announced today that it has reached an agreement with its lenders that provides additional $55 million of liquidity, including a $25 million term loan, and relief on certain financial and liquidity covenants. The agreement enables the company to continue to execute its turnaround plan, including its product and marketing initiatives, while continuing to evaluate strategic business and financing opportunities to deliver the best value.
“We are pleased to have reached an agreement with our lending group that provides covenant relief and incremental capital to support our new product launch and marketing plans as we enter the Memorial Day selling season,” said Amy O’Keefe, Sleep Number’s CFO. “As we noted on our last earnings call, we remain focused on a long-term solution for our capital structure.”
New Product and Marketing Gains Momentum
As Sleep Number continues to prioritize resetting its capital structure, the company is executing the rollout of its new product portfolio and marketing campaign.
Earlier this year, Sleep Number introduced its largest product reset in nearly a decade, beginning with the launch of ComfortMode in late January and followed by the refresh of the broader portfolio in late March. The company has also rolled out new marketing creative, including its first major integrated campaign in several years, which launched this morning.
“While it is still early, we are happy with the customer response to the new beds and the performance of our new marketing creative, which gives me confidence in the progress against our turnaround plan,” said Linda Findley, Sleep Number’s President and CEO. “We are seeing early signs of positive customer reviews and improved Net Promoter Score for ComfortMode. In addition, performance for the quarter is in line with our expectations as disclosed on our last earnings call. We look forward to discussing quarter results on our upcoming call.”
In addition, recent consumer research underscores the impact of Sleep Number’s new product line, reinforcing the company’s focus on delivering measurable improvements in sleep quality through individualized comfort and support. When switching to a Sleep Number mattress, 9 in 10 people slept better,1 8 in 10 people got more sleep1 and 8 in 10 people experienced less pain.2
Terms of the Covenant Relief and Additional Financing
The agreement includes a new $25 million term loan that accrues interest at a rate per annum equal to one-month term SOFR plus 8% and matures on June 30, 2026. The agreement also provides certain covenant relief, including a waiver of the $30 million minimum liquidity covenant until the first week ending after July 1, 2026 and forbearance by existing lenders from exercising rights and remedies with respect to other financial covenants. In addition, the agreement includes certain milestones related to Sleep Number’s efforts to finalize a strategic transaction
that maximizes enterprise value and provides payment in full of the obligations owed to its lenders. Additional details regarding the agreement, including the terms of the new term loan and related covenant relief, are available in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission.
First Quarter 2026 Earnings Date
Sleep Number will release its fiscal first quarter results through April 4, 2026, before market open on Tuesday, May 12, 2026. Management will host its regularly scheduled conference call to discuss the company’s results at 8:30 a.m. EDT (7:30 a.m. CDT; 5:30 a.m. PDT).
To access the webcast, please visit the investor relations area of the Sleep Number website at ir.sleepnumber.com. The webcast replay will remain available for approximately 60 days.
1 Survey results from a 2026 study with subjects sleeping on a Sleep Number® mattress for 4-weeks compared to their original mattress.
2 Survey results from a 2026 study where 78% of subjects reported experiencing pain improvement after sleeping on a Sleep Number® mattress for 4 weeks compared to their original mattress.
About Sleep Number Corporation
Sleep Number® is the leader in personalized sleep wellness. Its mattresses are designed to evolve with each sleeper to help them feel and perform their best. With adjustable firmness, pressure-relieving support and temperature balancing comfort built into every mattress, Sleep Number beds adapt to customers’ changing needs, night after night, year after year.
Backed by almost 40 years of innovation, 1,000+ patents and patents pending, and billions of hours of sleep data, Sleep Number has helped more than 16 million people achieve their best sleep. The fully integrated model ensures quality, durability, and care at every step—from design and craftsmanship to delivery and long-term support.
Sleep Number products are awarded the industry's top recognitions, including ranked #1 in customer satisfaction for mattresses purchased in-store and online, and #1 in comfort, by J.D. Power. In addition, the company is the Official Sleep + Wellness Partner of the NFL, marking a relationship that leverages players, team partnerships, and league-wide initiatives to amplify brand awareness and drive consumer engagement.
Sleep Number mattresses, bases, bedding and furniture are available exclusively at its 600 stores nationwide and online. To learn more, visit SleepNumber.com or a store near you.
Forward-looking Statement
Statements used in this news release relating to future plans, events, financial results or performance, such as the statements that: the company remains focused on new product rollout, new marketing campaign and cost management, while evaluating strategic business opportunities with its advisors; the agreement with the company’s lenders enables it to continue executing its turnaround plan; the company continues to prioritize resetting its capital structure; the early customer response to the new beds and the performance of the company’s new marketing creative gives confidence in the company’s progress against its turnaround plan; and performance for the quarter is in line with expectations and as disclosed on our last earnings call. The most important risks and uncertainties are described in the company’s filings with the Securities and Exchange Commission, including in Item 1A of the company’s Annual Report on Form 10-K and other periodic reports. Forward-looking statements speak only as of the date
they are made, and the company does not undertake any obligation to update any forward-looking statement.
Investor Contact
investorrelations@sleepnumber.com
investorrelations@sleepnumber.com
Media Contact
Muriel Lussier, Sleep Number Communications
muriel.lussier@sleepnumber.com
Muriel Lussier, Sleep Number Communications
muriel.lussier@sleepnumber.com
FAQ
What did Sleep Number (SNBR) change in its credit agreement in April 2026?
Sleep Number amended its Credit Agreement through a Thirteenth Amendment and forbearance, adding a new $25 million term loan and securing covenant relief. Lenders agreed to forbear on certain existing defaults while imposing tighter reporting, cash controls and strategic‑transaction milestones focused on repaying obligations in full.
How much new liquidity does Sleep Number say it obtained from the April 2026 deal?
Sleep Number states the agreement with lenders provides about $55 million of additional liquidity, including a new $25 million term loan. This incremental liquidity is intended to support its turnaround plan, funding product launches and marketing while the company evaluates strategic business and financing opportunities with advisors.
What are the key terms of Sleep Number’s new $25 million term loan?
The new term loan is for $25 million, accrues interest at one‑month term SOFR plus 8%, and matures on June 30, 2026. A $5 million amortization payment is due on June 1, 2026, and cash interest on all loans under the Credit Agreement must be paid at least monthly.
What covenant relief did Sleep Number receive from its lenders?
Lenders waived application of the $30 million minimum liquidity covenant from April 27, 2026 until the first week ending after July 1, 2026 and agreed to forbear from exercising certain rights related to specified defaults. The agreement also tightens reporting, mandates prepayments from various proceeds, and limits variances in revolving disbursements.
How much does Sleep Number currently have drawn on its revolving credit facility?
On April 27, 2026, Sleep Number drew an additional $2.7 million under its revolving facility, bringing the aggregate principal amount of outstanding revolving loans to $447.2 million. This draw occurred alongside full funding of the new $25 million term loan described in the Thirteenth Amendment.
When will Sleep Number report its first quarter 2026 financial results?
Sleep Number plans to release fiscal first quarter results for the period through April 4, 2026 before market open on May 12, 2026. Management will host a conference call that morning, with a webcast available through the investor relations section of the company’s website.