Sleep Number Corporation is soliciting proxies for its 2026 Annual Meeting and requests shareholder votes on director elections and amendments to declassify the Board and eliminate certain supermajority vote provisions.
Management highlights a turnaround plan called Sleep Number Shifts, cost reductions of $136 million (excluding restructuring and other non-recurring costs versus 2024), and an amended bank agreement extended through 2027. The Proxy discloses 2025 results: net sales of $1.4 billion (down 16%), a net operating loss of $46.6 million, adjusted EBITDA of $78.3 million, diluted loss per share of $5.77, and a net leverage ratio of 4.1x EBITDAR with $58 million liquidity. Proposals 2–4 require an affirmative vote of two-thirds of shares outstanding; similar proposals received ~98% support from voting shareholders at the 2025 meeting but fell short of the required two-thirds of all shares outstanding.
Sleep Number Corporation reported that board member Hilary A. Schneider has decided to leave its Board of Directors at the conclusion of the Company’s 2026 Annual Meeting of Shareholders. She recently became Chief Executive Officer of SimpliSafe, which created new board service limitations.
The Company states that Ms. Schneider’s departure is solely related to her new CEO role and not due to any disagreement with Sleep Number on its operations, policies, or practices. The company publicly thanks her for her leadership and contributions and extends best wishes for her new position.
Sleep Number Corp principal accounting officer Kelly F. Baker received stock-based compensation in the form of common stock awards. On March 16, 2026, she was granted 5,581 and 2,233 shares at no cash cost, increasing her direct holdings.
On the same date, 352 shares were withheld at $3.45 per share to cover estimated taxes tied to the vesting of 966 restricted shares, which is a routine, non-market disposition. After these transactions, she directly holds 10,359 restricted stock units that are scheduled to vest over time.
Sleep Number Corp executive Melissa Barra reported routine equity compensation transactions. On 3/16/26, she received a grant of 55,804 shares of common stock, increasing her direct holdings. On the same date, 5,557 shares were withheld at $3.45 per share to cover estimated tax obligations on vesting shares, rather than sold in the market.
After these transactions, she directly holds 168,190 shares of common stock. Her reported holdings include 86,678 restricted stock units that are scheduled to vest over time, reflecting a mix of currently owned shares and time-based awards tied to continued service.
Findley Linda reported acquisition or exercise transactions in this Form 4 filing.
Sleep Number Corp President and CEO Linda Findley received an equity grant of 279,018 shares of Common Stock as a compensation award. The shares were granted at no cash cost to her, reflecting a non-cash stock award rather than an open‑market purchase.
After this award, she directly holds 926,624 shares of Sleep Number Common Stock. A related footnote explains that her holdings include 460,047 shares from a Restricted Stock Unit Award and 362,057 shares from a Restricted Stock Unit with Modifier Award, which vest over time, tying a substantial portion of her ownership to continued service and performance.
Sleep Number Corp executive Samuel R. Hellfeld reported routine equity compensation activity. On March 16, 2026, he received a grant of 46,038 shares of Common Stock at $0.00 per share as a share award. On the same date, 6,172 shares of Common Stock were disposed of at $3.45 per share to cover estimated tax obligations, in connection with 17,199 shares that vested from a restricted stock award, so this was not an open-market sale. After these transactions, he directly owned 115,772 Common Stock shares and indirectly held 6,505.1463 shares through a 401(k) plan. In addition, 73,193 restricted stock units will vest over time.
Minson Amber reported acquisition or exercise transactions in this Form 4 filing.
Sleep Number Corp reported that EVP and Chief Marketing Officer Amber Minson received a grant of 33,483 shares of common stock as an equity award. The award was recorded at a price of $0.00 per share, reflecting stock-based compensation rather than a market purchase.
Following this grant, Minson now holds 55,207 restricted stock units that will vest over time, aligning a larger portion of her compensation with the company’s future performance. This filing reflects routine executive equity compensation rather than open-market buying or selling.
Sleep Number Corp EVP & Chief H.R. Officer Christopher D. Krusmark reported equity compensation and related tax withholding in company stock. On 3/16/26, he received a grant or award of 33,483 shares of Common Stock at no stated purchase price, increasing his direct holdings. The same day, 3,166 shares were disposed of at $3.45 per share to cover estimated tax obligations tied to vesting, a non‑market transaction. After these entries, he directly holds 80,961 shares of Common Stock and indirectly holds 2,402.9836 shares through a 401(k) plan. A footnote also notes 50,464 restricted stock units that are scheduled to vest over time, indicating additional potential future share delivery as vesting conditions are met.
Sleep Number Corp senior vice president and Chief Supply Chain officer Tanya C. Skogerboe reported compensation-related stock activity. She received a grant or award of 22,322 shares of common stock at no cost, increasing her direct holdings.
On the same date, 3,547 shares were withheld at $3.45 per share to cover estimated tax obligations tied to the vesting of 10,876 restricted shares, a non-market, tax-withholding disposition rather than an open-market sale. After these transactions, she directly holds 66,652 common shares and indirectly holds 2,517.4642 shares through a 401(k), and her position also includes 45,086 restricted stock units that will vest over time.
O'Keefe Amy K reported acquisition or exercise transactions in this Form 4 filing.
Sleep Number Corp reported that EVP & Chief Financial Officer Amy K. O'Keefe received a grant of 66,965 shares of common stock as a stock award, with no cash paid per share. After this award, she holds 136,707 restricted stock units that will vest over time, increasing her equity-based compensation stake but not involving any open-market buying or selling.