Somnigroup International Inc 8-K/A, filed Nov 5, 2026

Somnigroup International Inc. (SGI)

8-K/A 2026-11-05 For: 2026-08-26

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Added on November 06, 2026

About this 8-K/A

Somnigroup International Inc filed this 8-K/A on November 5, 2026, reporting on events of August 26, 2026.

Items reported

Item 9.01: Financial statements and exhibits

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


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	SGI	New York Stock Exchange


Exhibit Number						Description
23.1						Consent of PricewaterhouseCoopers LLP, Leggett & Platt, Incorporated's Independent Auditor.
99.1						Audited consolidated financial statements of Leggett & Platt, Incorporated for the year ended December 31, 2025 (incorporated by reference to Part IV , Item 15 of Leggett & Platt, Incorporated's Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-07845), as filed with the Securities and Exchange Commission on February 26, 2026).
99.2						Unaudited consolidated condensed financial statements of Leggett & Platt, Incorporated for the six months ended June 30, 2026 (incorporated by reference to Part I, Item 1 of Leggett & Platt, Incorporated's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (File No. 001-07845), as filed with the Securities and Exchange Commission on August 6, 2026).
99.3						Unaudited Pro Forma Condensed Combined Financial Information of Somnigroup International Inc. as of June 30, 2026 and for the twelve months ended December 31, 2025 and the six months ended June 30, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).


			Somnigroup International Inc.

			By:			/s/ Bhaskar Rao
			Name:			Bhaskar Rao
			Title:			Executive Vice President & Chief Financial Officer


	Somnigroup Historical		Leggett & Platt Reclassified (Note 2)		Transaction Accounting Adjustments (Note 4)			Pro Forma Combined Company
ASSETS
Current Assets:
Cash and cash equivalents	$	112	$	546	$	14	(4a)	$	672
Accounts receivable, net	361		560		(45)		(4b)	876
Inventories	650		637		47		(4c)	1,334
Prepaid expenses and other current assets	166		105		10		(4d)	281
Total Current Assets	1,289		1,848		26			3,163
Property, plant and equipment, net	1,010		651		594		(4e)	2,255
Goodwill	4,585		745		(523)		(4f)	4,807
Trade name and other intangible assets, net	2,580		80		145		(4g)	2,805
Operating lease right-of-use assets	1,893		131		—			2,024
Deferred income taxes	22		25		(16)		(4h)	31
Other non-current assets	232		123		(15)		(4i)	340
Total Assets	$	11,611	$	3,603	$	211		$	15,425

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	522	$	478	$	3	(4j)	$	1,003
Accrued expenses and other current liabilities	646		227		36		(4k)	909
Short-term operating lease obligations	405		49		(3)		(4l)	451
Current portion of long-term debt	116		2		—			118
Income taxes payable	34		6		(4)		(4m)	36
Total Current Liabilities	1,723		762		32			2,517
Long-term debt, net	4,293		1,497		(215)		(4n)	5,575
Long-term operating lease obligations	1,598		100		(5)		(4o)	1,693
Deferred income taxes	627		56		177		(4p)	860
Other non-current liabilities	133		106		34		(4q)	273
Total Liabilities	8,374		2,521		23			10,918

Redeemable non-controlling interest	8		—		—			8

Stockholders' Equity:
Stockholders' Equity	3,229		1,082		188		(4r)	4,499
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity	$	11,611	$	3,603	$	211		$	15,425


			☐			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))


	Somnigroup Pro Forma (Note 2)		Leggett & Platt Reclassified (Note 2)		Transaction Accounting Adjustments (Note 5)			Pro Forma Combined Company
Net sales	$	7,739	$	4,055	$	(260)	(5a)	$	11,534
Cost of sales	4,432		3,330		(199)		(5b)	7,563
Gross profit	3,307		725		(61)			3,971
Selling and marketing expenses	1,827		116		—			1,943
General, administrative and other expenses	729		391		49		(5c)	1,169
Loss (gain) from disposal of business	14		(90)		—			(76)
Equity income in earnings of unconsolidated affiliates	(20)		—		—			(20)
Operating income (loss)	757		308		(110)			955

Other expense, net:
Interest expense, net	279		66		11		(5d)	356
Other expense (income), net	6		(48)		—			(42)
Total other expense, net	285		18		11			314

Income (loss) before income taxes	472		290		(121)			641
Income tax (provision) benefit	(94)		(55)		32		(5e)	(117)
Net income (loss) before non-controlling interest	378		235		(89)			524
Less: Net income attributable to non-controlling interest	1		—		—			1
Net income (loss) attributable to Somnigroup International Inc.	$	377	$	235	$	(89)		$	523

Earnings per common share (Note 6):
Basic	$	1.83						$	2.32
Diluted	$	1.80						$	2.28




Weighted average common shares outstanding:
Basic	206.0							225.9
Diluted	209.2							229.8


	Somnigroup Historical		Mattress Firm Stub Period (Note 2a)		Transaction Accounting Adjustments			Somnigroup Pro Forma
Net sales	$	7,477	$	345	$	(83)	(2b)	$	7,739
Cost of sales	4,294		220		(82)		(2c)	4,432
Gross profit	3,183		125		(1)			3,307
Selling and marketing expenses	1,739		88		—			1,827
General, administrative and other expenses	695		34		—			729
Loss from disposal of business	14		—		—			14
Equity income in earnings of unconsolidated affiliates	(20)		—		—			(20)
Operating income (loss)	755		3		(1)			757

Other expense, net:
Interest expense, net	268		11		—			279
Other expense, net	6		—		—			6
Total other expense, net	274		11		—			285

Income (loss) before income taxes	481		(8)		(1)			472
Income tax (provision) benefit	(96)		2		—			(94)
Net income (loss) before non-controlling interest	385		(6)		(1)			378
Less: Net income attributable to non-controlling interest	1		—		—			1
Net income (loss) attributable to Somnigroup International Inc.	$	384	$	(6)	$	(1)		$	377


(2a)			Mattress Firm Stub Period. Represents Mattress Firm's historical pre-acquisition results for the Stub Period.
(2b)			Net Sales. Represents the elimination of Somnigroup's third-party net sales to Mattress Firm of $83 million for the Stub Period.
(2c)			Cost of Sales. Represents the elimination of Somnigroup's cost of sales to Mattress Firm of $83 million for the Stub Period, offset by $1 million of incremental depreciation expense associated with the purchase price allocation adjustment for property and equipment.


Somnigroup Historical	Leggett & Platt Historical	Leggett & Platt June 30, 2026 Historical		Reclassification Adjustments			Leggett & Platt June 30, 2026 Reclassified
ASSETS	ASSETS
Current Assets:	Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	546	$	—		$	546
Accounts receivable, net	Trade receivables, net	518		42		(a)	560
	Other receivables, net	50		(50)		(a)	—
Inventories	Inventories	638		(1)		(b)	637
Prepaid expenses and other current assets	Prepaid expenses and other current assets	79		26		(a) (b) (c)	105
Total Current Assets	Total Current Assets	1,831		17			1,848
Property, plant and equipment, net	Net property, plant and equipment	647		4		(d)	651
Goodwill	Goodwill	745		—			745
Trade name and other intangible assets, net	Other intangibles, net	83		(3)		(e)	80
Operating lease right-of-use assets	Operating lease right-of-use assets	131		—			131
Deferred income taxes		—		25		(f)	25
Other non-current assets	Sundry	166		(43)		(c) (d) (e) (f)	123
Total Assets	Total Assets	$	3,603	$	—		$	3,603

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND EQUITY
Current Liabilities:	Current Liabilities:
Accounts payable	Accounts payable	$	475	$	3	(g)	$	478
Accrued expenses and other current liabilities	Accrued expenses	211		16		(h)	227
	Other current liabilities	43		(43)		(g) (h) (i) (j)	—
Short-term operating lease obligations	Current portion of operating lease liabilities	49		—			49
Current portion of long-term debt	Current maturities of long-term debt and short-term debt	2		—			2
Income taxes payable		—		6		(i)	6
Total Current Liabilities	Total Current Liabilities	780		(18)			762
Long-term debt, net	Long-term debt	1,497		—			1,497
Long-term operating lease obligations	Operating lease liabilities	100		—			100
Deferred income taxes	Deferred income taxes	56		—			56
Other non-current liabilities	Other long-term liabilities	88		18		(j)	106
Total Liabilities		2,521		—			2,521

Redeemable non-controlling interest	Noncontrolling interest	—		—			—

Stockholders' Equity:	Equity





Stockholders' Equity	Total Leggett & Platt, Inc. equity	1,082		—			1,082
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity	Total Liabilities and Equity	$	3,603	$	—		$	3,603


(a)			Reclassification of $42 million of other receivables, net to accounts receivable, net and reclassification of $8 million of income tax receivables from other receivables, net to prepaid expenses and other current assets.
(b)			Reclassification of $1 million of sales return assets recorded in inventories to prepaid expenses and other current assets.
(c)			Reclassification of $17 million of assets held for sale from sundry to prepaid expenses and other current assets.
(d)			Reclassification of $4 million of financing leases from sundry to property, plant and equipment, net.
(e)			Reclassification of $3 million of deferred financing costs from other intangibles, net to other non-current assets.
(f)			Reclassification of $25 million of deferred tax assets from sundry to deferred income taxes.
(g)			Reclassification of $3 million of cash overdrafts from other current liabilities to accounts payable.
(h)			Reclassification of $16 million of other current liabilities to accrued expenses and other current liabilities.
(i)			Reclassification of $6 million of other current liabilities to income taxes payable.
(j)			Reclassification of $18 million primarily related to workers' compensation liabilities recorded in other current liabilities to other non-current liabilities.


Somnigroup Historical	Leggett & Platt Historical	Leggett & Platt Six Months Ended June 30, 2026 Historical		Reclassification Adjustments			Leggett & Platt Six Months Ended June 30, 2026 Reclassified
Net sales	Net trade sales	$	1,918	$	—		$	1,918
Cost of sales	Cost of goods sold	1,544		4		(a)	1,548
Gross profit	Gross profit	374		(4)			370
Selling and marketing expenses		—		58		(b)	58
General, administrative and other expenses		—		211		(b) (c) (d) (e)	211
	Selling and administrative expenses	241		(241)		(b)	—
	Amortization of intangibles	7		(7)		(c)	—
	Somnigroup International Inc. merger costs	14		(14)		(d)	—

Operating income		112		(11)			101

Other expense, net:
Interest expense, net	Interest expense	29		(5)		(f)	24
	Interest income	(5)		5		(f)	—
Other income, net	Other expense (income), net	9		(32)		(a) (e) (g)	(23)
	Net gain on disposal of assets and businesses	(21)		21		(g)	—
Total other expense, net		12		(11)			1

Income before income taxes	Earnings before income taxes	100		—			100
Income tax provision	Income taxes	(33)		—			(33)


Net income attributable to Somnigroup International Inc.	Net earnings attributable to Leggett & Platt, Inc. common shareholders	$	67	$	—		$	67


(a)			Reclassification of $4 million of other expense (income), net to cost of sales.
(b)			Reclassification of $241 million of selling and administrative expenses, with $183 million reclassified to general, administrative and other expenses and $58 million reclassified to selling and marketing expenses.
(c)			Reclassification of $7 million of amortization of intangibles to general, administrative and other expenses.
(d)			Reclassification of $14 million of Somnigroup International Inc. merger costs to general, administrative and other expenses.
(e)			Reclassification of $7 million of restructuring expenses from other expense (income), net to general, administrative and other expenses.
(f)			Reclassification of $5 million of interest income to interest expense, net.
(g)			Reclassification of $21 million of net gain on disposal of assets and businesses to other income, net.


Estimated Purchase Price Consideration (in millions, except for shares, share price and exchange ratio)
Shares of Leggett & Platt common stock outstanding (1)	136,615,200


Exchange Ratio per Merger Agreement	0.1455
Shares of Somnigroup common stock issued	19,877,512
Somnigroup share price (2)	$	64.09
Total Merger Consideration, as defined in the Merger Agreement (2)	$	1,274
Leggett & Platt Cash-Settled Plans attributable to pre-combination service (3)	32
Somnigroup Assumed Awards attributable to pre-combination service (4)	17
Settlement of pre-existing relationships (5)	(33)
Total consideration	$	1,290
Less: Noncontrolling interest	1
Cash and cash equivalents acquired (6)	(560)
Net consideration transferred	$	731


(in millions)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock		Total Adjustment
Issuance of Somnigroup shares from treasury stock for Merger Consideration (see Note 3)	$	—	$	414	$	—	$	—	$	860	$	1,274
Somnigroup Assumed Awards attributable to pre-combination service, net of liability-classified awards of $4 million	—		18		—		—		—		18
Estimated Somnigroup transaction costs (see Note 4k) , net of income tax provision of $8 million (see Note 4m)	—		—		(23)		—		—		(23)
Elimination of Leggett & Platt's historical equity	(2)		(530)		(2,325)		18		1,758		(1,081)
Net transaction accounting adjustments to stockholders' equity	$	(2)	$	(98)	$	(2,348)	$	18	$	2,618	$	188


Somnigroup Historical	Leggett & Platt Historical	Leggett & Platt Year Ended December 31, 2025 Historical		Reclassification Adjustments			Leggett & Platt Year Ended December 31, 2025 Reclassified
Net sales	Net trade sales	$	4,055	$	—		$	4,055
Cost of sales	Cost of goods sold	3,311		19		(a)	3,330
Gross profit	Gross profit	744		(19)			725
Selling and marketing expenses		—		116		(b)	116
General, administrative and other expenses		—		391		(b) (c) (d)	391
	Selling and administrative expenses	488		(488)		(b)	—
	Amortization of intangibles	16		(16)		(c)	—
	Long-lived asset impairment	19		(19)		(a)	—
Loss (gain) from disposal of business	Gain on sale of Aerospace Products Group	(90)		—			(90)

Operating income		311		(3)			308

Other expense, net:
Interest expense, net	Interest expense	73		(7)		(e)	66
	Interest income	(7)		7		(e)	—
Other expense (income), net	Other (income) expense, net	(2)		(46)		(d) (f)	(48)
	Pension settlement	22		(22)		(f)	—
	Net gain on disposal of assets and businesses	(64)		64		(f)	—
Total other expense		22		(4)			18

Income before income taxes	Earnings before income taxes	290		—			290
Income tax provision	Income taxes	(55)		—			(55)


Net income attributable to Somnigroup International Inc.	Net earnings attributable to Leggett & Platt, Inc. common shareholders	$	235	$	—		$	235


(a)			Reclassification of $19 million of long-lived asset impairment to cost of sales.
(b)			Reclassification of $488 million of selling and administrative expenses, with $372 million reclassified to general, administrative and other expenses and $116 million reclassified to selling and marketing expenses.
(c)			Reclassification of $16 million of amortization of intangibles to general, administrative and other expenses.
(d)			Reclassification of $3 million of restructuring expenses from other expense (income), net to general, administrative and other expenses.
(e)			Reclassification of $7 million of interest income to interest expense, net.
(f)			Reclassification of $64 million of net gain on disposal of assets and businesses to other expense (income), net, offset by a $22 million reclassification for pension settlement to other expense (income), net.


(1)			Shares of Leggett & Platt common stock outstanding as of August 25, 2026, in accordance with the Merger Agreement.
(2)			Total Merger Consideration, as defined in the Merger Agreement, is $1,274 million, consisting of stock consideration of 19,877,512 shares of Somnigroup common stock at $64.09 (based on the closing price per share on the NYSE as of August 25, 2026) and an immaterial amount of cash paid for dissenting shares and the settlement of fractional shares.
(3)			Represents the fair value of the Leggett & Platt Cash-Settled Plans related to the pre-combination service period. There is no fair value of the Leggett & Platt Cash-Settled Plans related to the post-combination service period.
(4)			Represents the fair value of the Somnigroup Assumed Awards related to the pre-combination service period of approximately $22 million, net of deferred income taxes of $6 million. The fair value of the Somnigroup Assumed Awards for the post-combination service period is $48 million, which will be recognized as stock-based compensation expense over the remaining term of the awards.
(5)			Represents the effective settlement of Leggett & Platt's outstanding receivables from Somnigroup as of August 26, 2026. No gain or loss was recognized on this settlement.
(6)			Represents cash and cash equivalents acquired for Leggett & Platt's cash on hand as of August 26, 2026.


Preliminary Purchase Price Allocation Table	As of
(in millions)	August 26, 2026
Accounts receivable	$	515
Inventories	684
Prepaid expenses and other current assets	115
Property, plant and equipment	1,244
Operating lease right-of-use assets	131
Deferred tax asset	10
Other non-current assets	108
Intangible assets	225
Goodwill	222
Preliminary fair value of assets acquired	$	3,254

Accounts payable	$	(514)
Accrued expenses and other current liabilities	(232)
Income taxes payable	(8)
Operating lease obligations	(140)
Deferred tax liability	(241)
Other non-current liabilities	(104)
Long-term debt, net	(1,284)
Preliminary fair value of liabilities assumed	$	(2,523)
Net consideration transferred	$	731
Less: Noncontrolling interest	(1)
Cash acquired	560
Total consideration transferred	$	1,290


(in millions)
Trade name, indefinite-lived	$	112
Customer database	81
Technology	32
Elimination of Leggett & Platt's historical intangible assets, net	(80)
Net transaction accounting adjustments to Trade name and other intangible assets, net	$	145


	Six Months Ended		Year Ended
(in millions)	June 30, 2026		December 31, 2025
Somnigroup non-recurring transaction cost not yet reflected in historical financial statements	$	—	$	31
Net change in stock compensation expense associated with Somnigroup Assumed Awards	(10)		15
Incremental depreciation expense associated with the preliminary purchase price allocation adjustment for property, plant and equipment	3		6
Net change in amortization expense associated with the preliminary purchase price allocation adjustment for customer database	(1)		(3)
Net transaction accounting adjustments to general, administrative and other expenses	$	(8)	$	49


	Six Months Ended June 30, 2026				Year Ended December 31, 2025
(in millions, except per common share amounts)	Basic		Diluted		Basic		Diluted
Numerator:
Net income attributable to Somnigroup International Inc.	$	215	$	215	$	377	$	377
Effect of Merger on net income	55		55		146		146
Pro forma combined net income attributable to Somnigroup International Inc.	$	270	$	270	$	523	$	523

Denominator:
Historical Somnigroup weighted-average common shares outstanding	210.4		212.6		206.0		209.2
Effect of 19.9 million shares of common stock issued as Merger Consideration	19.9		19.9		19.9		19.9
Effect of Somnigroup Assumed Awards	—		0.7		—		0.7
Pro forma Somnigroup weighted-average common shares outstanding	230.3		233.2		225.9		229.8

Earnings per common share:
Earnings per common share for historical Somnigroup International Inc.	$	1.02	$	1.01	$	1.83	$	1.80
Effect of Merger on earnings per common share	0.16		0.15		0.49		0.48
Pro forma combined earnings per common share	$	1.18	$	1.16	$	2.32	$	2.28