8-K

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)

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:

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.

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

Document

Somnigroup International Announces New Chief Executive Officer at Mattress Firm

DALLAS, TX, August 18, 2025 – Somnigroup International Inc. (NYSE:SGI) announced today that Steve Rusing, currently serving as President of Mattress Firm, has expanded his leadership role to President and Chief Executive Officer, effective August 14, 2025. Scott Thompson, Somnigroup’s Chairman, CEO and President, has been serving as Mattress Firm’s interim Chief Executive Officer since February 2025.

“Combining the roles of President and CEO of Mattress Firm will allow Steve to lead with greater agility and alignment across all aspects of the company,” said Thompson. “Over these past few months, Steve has made a tremendous impact on the direction and strategy of Mattress Firm. Under his leadership, the team has sharpened their operational focus, building momentum, and driving solid performance as seen in the results we reported earlier this month. With Steve at the helm, I am confident that Mattress Firm’s best chapters are still ahead.”

About Somnigroup

Somnigroup (NYSE: SGI) is the world’s largest bedding company, dedicated to improving people’s lives through better sleep. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in more than 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster®, and Sleepy’s®, and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored solutions.

We seek to deliver long-term value for our shareholders through prudent capital allocation, including managing investments in our businesses. We are guided by our core value of Doing the Right Thing and committed to our global responsibility to protect the environment and the communities in which we operate. For more information, please visit www.Somnigroup.com.

Somnigroup Investor Relations Contact

Aubrey Moore

Investor Relations

Somnigroup International Inc.

800-805-3635

Investor.relations@somnigroup.com