SEC Form 4 · accession 0001876463-26-000008
SOMNIGROUP INTERNATIONAL INC. · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Tyson Hagale
Officer — President - Leggett & Platt
Period of report
Aug 26, 2026
Accepted (ET)
Aug 28, 2026 · 4:04 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001206264
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 26, 2026 | A | 8,978 | — | A | 8,978 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | $0.00 | Aug 26, 2026 | A | 4,992 | A | Dec 31, 2026 | Dec 31, 2026 | Common Stock | 4,992 | 4,992 | D |
| Cash Settled Restricted Stock UnitsF3 | $0.00 | Aug 26, 2026 | A | 4,992 | A | Dec 31, 2026 | Dec 31, 2026 | Common Stock | 4,992 | 4,992 | D |
| Restricted Stock UnitsF4 | $0.00 | Aug 26, 2026 | A | 1,109 | A | — | — | Common Stock | 1,109 | 1,109 | D |
| Restricted Stock UnitsF5 | $0.00 | Aug 26, 2026 | A | 10,825 | A | Dec 31, 2027 | Dec 31, 2027 | Common Stock | 10,825 | 10,825 | D |
| Cash Settled Restricted Stock UnitsF6 | $0.00 | Aug 26, 2026 | A | 10,825 | A | Dec 31, 2027 | Dec 31, 2027 | Common Stock | 10,825 | 10,825 | D |
| Restricted Stock UnitsF7 | $0.00 | Aug 26, 2026 | A | 4,811 | A | — | — | Common Stock | 4,811 | 4,811 | D |
| Restricted Stock UnitsF8 | $0.00 | Aug 26, 2026 | A | 9,222 | A | Dec 31, 2028 | Dec 31, 2028 | Common Stock | 9,222 | 9,222 | D |
| Cash Settled Restricted Stock UnitsF9 | $0.00 | Aug 26, 2026 | A | 9,221 | A | Dec 31, 2028 | Dec 31, 2028 | Common Stock | 9,221 | 9,221 | D |
| Restricted Stock UnitsF10 | $0.00 | Aug 26, 2026 | A | 6,148 | A | — | — | Common Stock | 6,148 | 6,148 | D |
Explanation of responses
- F1Leggett & 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 61,706 shares of Leggett common stock.
- F10Received in the Merger in exchange for employee restricted stock units to acquire 42,253 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.
- F2Received in the Merger in exchange for employee performance stock units to acquire 17,155 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.
- F3The 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.
- F4Received in the Merger in exchange for employee restricted stock units to acquire 7,625 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 February 26, 2027.
- F5Received in the Merger in exchange for employee performance stock units to acquire 37,198 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.
- F6The 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.
- F7Received in the Merger in exchange for employee restricted stock units to acquire 33,065 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 Assumed RSU Awards will vest in approximately two equal installments on 2/28/2027 and 2/28/2028.
- F8Received in the Merger in exchange for employee performance stock units to acquire 31,690 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.
- F9The 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.