Sleep Number 13D/A: Activist Stadium Capital Supports Turnaround, Holds 11.5%

Rhea-AI Filing Summary

Stadium Capital Management and related entities filed Amendment No. 8 to their Schedule 13D on Sleep Number Corp. (SNBR). They collectively hold 2,616,459 shares, equal to 11.5 % of the 22.77 million shares outstanding as of 28 Jun 2025. Voting and dispositive power are entirely shared among the reporting persons; none is held solely.

Purpose. Stadium says its prior governance concerns have been addressed: the board has been reduced in size, a new CEO, Linda Findley, was hired, and a turnaround plan is underway. After extensive meetings, the group is “deeply impressed” with Findley’s strategy and execution pace and now fully supports management and the re-configured board, positioning itself as a constructive partner.

Recent activity. The group reports no transactions in the past 60 days; share count is unchanged versus prior amendment. Source of funds is primarily affiliate funds (AF) and working capital (WC). The filing signals a shift from open activism toward supportive engagement while maintaining a sizeable stake capable of influencing strategy.

Positive

• Large 11.5 % stake re-affirmed, signaling continued commitment by an informed shareholder.
• Public endorsement of CEO Linda Findley suggests activist concerns are resolved and governance stability improving.
• No recent sales disclosed, indicating holding conviction amid turnaround efforts.

Negative

• Filing shows no additional share accumulation; upside conviction not reinforced with new capital.
• Past governance issues acknowledged, implying execution risk remains if turnaround falters.

Insights

Activist & Governance Specialist

TL;DR: 11.5 % stake, activist turns ally, governance risk subsides.

Stadium’s move from critical activist to cooperative shareholder reduces short-term boardroom friction and may speed strategic execution. Holding >10 % keeps leverage if progress stalls, but their public endorsement of CEO Findley lowers the probability of proxy fights. For investors, the filing signals increasing governance stability and confirms that a sophisticated shareholder believes in the turnaround story. Impact: modestly positive for sentiment, limited direct financial effect absent new share purchases.

Consumer-Discretionary Equity Analyst

TL;DR: Large holder backs new CEO; validates turnaround thesis.

Sleep Number’s differentiated product requires operational fix, not reinvention. Stadium’s 11.5 % position and vocal support bolster credibility of the new leadership’s plan and could attract other institutional interest. However, the absence of incremental buying and the still-early stage of recovery temper near-term valuation upside. I classify the filing as positive but not transformative for fundamentals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Sleep Number Corp

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

83125X103

(CUSIP Number)

STADIUM CAPITAL MANAGEMENT
199 Elm Street,
New Canaan, CT, 06840-5321
203-972-8235

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 83125X103

1

Name of reporting person

STADIUM CAPITAL MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,616,459.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,616,459.00

11

Aggregate amount beneficially owned by each reporting person

2,616,459.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP No. 83125X103

1

Name of reporting person

Stadium Capital Management GP, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,616,459.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,616,459.00

11

Aggregate amount beneficially owned by each reporting person

2,616,459.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 83125X103

1

Name of reporting person

Stadium Special Opportunity I, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 401,459.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 401,459.00

11

Aggregate amount beneficially owned by each reporting person

401,459.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 83125X103

1

Name of reporting person

STADIUM CAPITAL PARTNERS L P

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,215,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,215,000.00

11

Aggregate amount beneficially owned by each reporting person

2,215,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 83125X103

1

Name of reporting person

SEAVER ALEXANDER M

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,616,459.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,616,459.00

11

Aggregate amount beneficially owned by each reporting person

2,616,459.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Sleep Number Corp
(c)	Address of Issuer's Principal Executive Offices: 1001 THIRD AVENUE SOUTH, MINNEAPOLIS, MINNESOTA , 55404.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: During 2023 and 2024, the Reporting Persons expressed their deep concerns about the Issuer's corporate governance and operational leadership, privately at first, and publicly after being left with no other choice. The Issuer has since made significant changes to its Board and leadership team. With a smaller and more effective Board, and with the hiring of the Issuer's new CEO, Linda Findley, the Reporting Persons believe the Issuer is now positioned for operational success and appropriately focused on unlocking the massive potential for shareholder value creation. The Reporting Persons have met extensively with Ms. Findley and her new team over the last several months and are deeply impressed by Ms. Findley, her strategy and the turnaround actions the Issuer has taken under her leadership. Ms. Findley and the newly configured team are executing with sharp focus and an urgency appropriate for the situation. The turnaround of the Issuer is well underway. The Reporting Persons have always admired the Issuer's differentiated products, powerful distribution channel strategy and loyal customer base. The Reporting Persons now believe the Issuer is set to exploit these real advantages. The Reporting Persons fully support Ms. Findley and her team and look forward to working constructively with her and the improved Board.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The responses of the Reporting Persons to rows 11 and 13 on the cover pages of this Amendment No. 8 to the Schedule 13D with respect to the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons are incorporated herein by reference. As of the date hereof, the Reporting Persons collectively beneficially own 2,616,459 Shares, representing approximately 11.5% of the outstanding Shares. The percentages reported herein relating to beneficial ownership of Shares are based upon 22,771,000 Shares outstanding as of June 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2025.
(c)	Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STADIUM CAPITAL MANAGEMENT LLC

Signature:	/s/ Alexander M. Seaver
Name/Title:	Alexander M. Seaver, Manager
Date:	08/06/2025

Stadium Capital Management GP, L.P.

Signature:	/s/ Alexander M. Seaver
Name/Title:	Alexander M. Seaver, Manager of its General Partner
Date:	08/06/2025

Stadium Special Opportunity I, L.P.

Signature:	/s/ Alexander M. Seaver
Name/Title:	Alexander M. Seaver, Manager of the General Partner of its General Partner
Date:	08/06/2025

STADIUM CAPITAL PARTNERS L P

Signature:	/s/ Alexander M. Seaver
Name/Title:	Alexander M. Seaver, Manager of the General Partner of its General Partner
Date:	08/06/2025

SEAVER ALEXANDER M

Signature:	/s/ Alexander M. Seaver
Name/Title:	Alexander M. Seaver
Date:	08/06/2025

FAQ

How much of Sleep Number (SNBR) does Stadium Capital own?

Stadium Capital and affiliates beneficially own 2,616,459 shares, or 11.5 % of SNBR’s outstanding stock.

Did Stadium Capital buy or sell SNBR shares recently?

No. The filing states no transactions in Sleep Number shares during the last 60 days.

Why did Stadium Capital file this Schedule 13D/A?

To update its stake and note that it now supports the new CEO and board following prior governance concerns.

What is Stadium Capital’s view of Sleep Number’s new CEO, Linda Findley?

The group is “deeply impressed” with Findley’s strategy and believes the turnaround is well underway.

Does the filing indicate further activist action?

Not at this time; Stadium positions itself as a constructive partner but retains significant influence via its 11.5 % stake.