[8-K] TEMPUR SEALY INTERNATIONAL, INC. Reports Material Event

Rhea-AI Filing Summary

Somnigroup International Inc. reported that its Board expanded Steven H. Rusing's role at wholly owned subsidiary Mattress Firm Group LLC from President to President and Chief Executive Officer, effective August 14, 2025. The company states Mr. Rusing was previously appointed President on March 5, 2025, and his annual base salary and other compensation with Mattress Firm remain unchanged following the expanded duties. The filing says there are no arrangements with other persons regarding the appointment, no family relationships with company directors or executive officers, and no material transactions involving Mr. Rusing that require disclosure under Item 404(a) of Regulation S-K. A press release announcing the expanded role was issued on August 18, 2025 and is attached as Exhibit 99.1.

Positive

• Internal promotion to CEO at Mattress Firm supports leadership continuity
• No immediate increase in annual base salary or compensation reduces short-term cash impact
• No related-party or family relationships disclosed, limiting disclosure risk

Negative

• None.

Insights

Corporate Governance Analyst

Board promoted an internal executive to lead its retail subsidiary, keeping compensation unchanged.

The Board elevated Steven H. Rusing to President and CEO of Mattress Firm, a wholly owned subsidiary, which preserves leadership continuity within the retail unit. The filing notes the appointment is internal and that prior compensation terms remain in place, suggesting no immediate incremental cash cost tied to the promotion.

The main dependencies are execution under existing management and the absence of related-party or disclosure issues; the filing explicitly reports no family ties or reportable transactions. Monitor near-term corporate disclosures for any subsequent changes to compensation or additional governance details in the next quarter.

Compensation & HR Specialist

Promotion uses existing pay terms, implying limited short-term cash impact but potential longer-term incentives may follow.

The document states Mr. Rusing's annual base salary and other compensation terms "have not changed" since his March 5, 2025 appointment as President. That indicates the company did not grant immediate additional salary or cash awards with the title change.

Key items to watch over the next 6–12 months include any disclosure of equity awards, incentive targets, or amended employment agreements that could affect long-term expense and alignment with shareholder interests.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 14, 2025

SOMNIGROUP INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware			001-31922			33-1022198
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

1000 Tempur Way

Lexington, Kentucky  40511

(Address of principal executive offices) (Zip Code)

(800) 878-8889

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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 exchange on which registered
Common Stock, $0.01 par value			SGI			New York Stock Exchange

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 14, 2025, the Board of Directors of Somnigroup International Inc. (the "Company") expanded the role of Steven H. Rusing from President to President and Chief Executive Officer of Mattress Firm Group LLC (collectively with subsidiaries, "Mattress Firm"). Mr. Rusing's expanded role is effective August 14, 2025. Mattress Firm is a wholly-owned subsidiary of the Company.

The annual base salary and other compensation terms of Mr. Rusing's employment with Mattress Firm have not changed since his appointment as President on March 5, 2025.

There are no arrangements between Mr. Rusing and any other persons pursuant to which he was appointed. There are no family relationships between Mr. Rusing and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On August 18, 2025, the Company issued a press release to announce that its Board of Directors has expanded Mr. Rusing's leadership role to President and Chief Executive Officer. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

The information disclosed pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release dated August 18, 2025 titled "Somnigroup International Announces New Chief Executive Officer at Mattress Firm".
104						Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  August 18, 2025

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

FAQ

What change did Tempur Sealy (TPX) disclose regarding Mattress Firm leadership?

The Board expanded Steven H. Rusing's role from President to President and Chief Executive Officer of Mattress Firm, effective August 14, 2025.

Did the company change Mr. Rusing's compensation when he became CEO?

No; the filing states Mr. Rusing's annual base salary and other compensation have not changed since his March 5, 2025 appointment as President.

Is Mattress Firm a separate company or owned by the registrant (TPX)?

Mattress Firm Group LLC is described as a wholly owned subsidiary of the company.

Were any related-party transactions or family relationships disclosed for Mr. Rusing?

The filing states there are no family relationships with any director or executive officer and no direct or indirect material interests requiring disclosure under Item 404(a) of Regulation S-K.

Where can investors find the company's announcement of the leadership change?

A press release announcing the expanded role was issued on August 18, 2025 and is attached as Exhibit 99.1 to the current report.