Somnigroup International Inc.

08/28/2026 | Press release | Distributed by Public on 08/28/2026 14:03

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
GLASSMAN KARL G
2. Issuer Name and Ticker or Trading Symbol
SOMNIGROUP INTERNATIONAL INC. [SGI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO - Leggett & Platt
(Last) (First) (Middle)
100 CRESCENT CT. SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026
(Street)
DALLAS, TX 75201
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/26/2026 A 39,105 A (1) 39,105 D
Common Stock 08/26/2026 A 74,835 A (2) 74,835 I By Glassman Living Trust
Common Stock 08/26/2026 A 4,239 A (3) 4,239 I By 401(k) plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 08/26/2026 A 48,369 12/31/2026 12/31/2026 Common Stock 48,369 (4) 48,369 D
Cash Settled Restricted Stock Units $ 0 08/26/2026 A 48,369 12/31/2026 12/31/2026 Common Stock 48,369 (5) 48,369 D
Restricted Stock Units $ 0 08/26/2026 A 10,749 (6) (6) Common Stock 10,749 (6) 10,749 D
Restricted Stock Units $ 0 08/26/2026 A 65,556 12/31/2027 12/31/2027 Common Stock 65,556 (7) 65,556 D
Cash Settled Restricted Stock Units $ 0 08/26/2026 A 65,556 12/31/2027 12/31/2027 Common Stock 65,556 (8) 65,556 D
Restricted Stock Units $ 0 08/26/2026 A 29,136 (9) (9) Common Stock 29,136 (9) 29,136 D
Restricted Stock Units $ 0 08/26/2026 A 55,923 12/31/2028 12/31/2028 Common Stock 55,923 (10) 55,923 D
Cash Settled Restricted Stock Units $ 0 08/26/2026 A 55,923 12/31/2028 12/31/2028 Common Stock 55,923 (11) 55,923 D
Restricted Stock Units $ 0 08/26/2026 A 37,282 (12) (12) Common Stock 37,282 (12) 37,282 D
Stock Option (right to buy) $249.69 08/26/2026 A 8,009 08/26/2026 12/16/2028 Common Stock 8,009 (13) 8,009 D
Stock Option (right to buy) $335.95 08/26/2026 A 5,953 08/26/2026 12/29/2026 Common Stock 5,953 (14) 5,953 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GLASSMAN KARL G
100 CRESCENT CT. SUITE 700
DALLAS, TX 75201
CEO - Leggett & Platt

Signatures

/s/ Bhaskar Rao Attorney-in-Fact 08/28/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Leggett & Platt, Incorporated ("Leggett"), Issuer and Sparrow Unity Corporation, a direct, wholly owned subsidiary of Issuer ("Merger Sub") entered into an Agreement and Plan of Merger, dated April 13, 2026 (the "Merger Agreement") pursuant to which Merger Sub merged into Leggett (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of Leggett common stock was cancelled and converted into the right to receive 0.1455 shares of Issuer common stock. At the effective time of the Merger, the reporting person received the shares of Issuer common stock reflected above in exchange for 268,764 shares of Leggett common stock.
(2) Received shares of Issuer common stock in exchange for 514,335 shares of Leggett common stock in connection with the Merger.
(3) Received shares of Issuer common stock in exchange for 29,140 shares of Leggett common stock in connection with the Merger.
(4) Received in the Merger in exchange for employee performance stock units to acquire 166,216 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2024 Assumed PSU Awards"). The total in column 5 reflects the 2024 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock.
(5) The total in columns 5 and 7 represents the portion of the 2024 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2024 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2026. The cash payment for the 2024 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2027.
(6) Received in the Merger in exchange for employee restricted stock units to acquire 73,874 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2024 Assumed RSU Awards"). The total in column 5 reflects the 2024 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These 2024 Assumed RSU Awards will vest on 5/20/2027.
(7) Received in the Merger in exchange for employee performance stock units to acquire 225,280 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2025 Assumed PSU Awards"). The total in column 5 reflects the 2025 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock.
(8) The total in columns 5 and 7 represents the portion of the 2025 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2025 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2027. The cash payment for the 2025 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2028.
(9) Received in the Merger in exchange for employee restricted stock units to acquire 200,248 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2025 Assumed RSU Awards"). The total in column 5 reflects the 2025 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These 2025 Assumed RSU Awards will vest in approximately two equal installments on 2/28/2027 and 2/28/2028.
(10) Received in the Merger in exchange for employee performance stock units to acquire 192,176 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2026 Assumed PSU Awards"). The total in column 5 reflects the 2026 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock.
(11) The total in columns 5 and 7 represents the portion of the 2026 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2026 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2028. The cash payment for the 2026 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2029.
(12) Received in the Merger in exchange for employee restricted stock units to acquire 256,235 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2026 Assumed RSU Awards"). The total in column 5 reflects the 2026 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These 2026 Assumed RSU Awards will vest in approximately three equal installments on 2/26/2027, 2/26/2028 and 2/26/2029.
(13) Received in the Merger in exchange for an employee stock option to acquire 55,051 shares of Leggett common stock, with a previous exercise price of $36.33 per share.
(14) Received in the Merger in exchange for an employee stock option to acquire 40,917 shares of Leggett common stock, with a previous exercise price of $48.88 per share.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Somnigroup International Inc. published this content on August 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 28, 2026 at 20:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]