SGI 8-K
Somnigroup International Inc. (SGI)
8-K
2026-08-26
For: 2026-08-26
View Original
Added on
August 26, 2026
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 26, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 | ||||||
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 2.01. Completion of Acquisition or Disposition of Assets.
On August 26, 2026, Somnigroup International Inc., a Delaware corporation (the "Company") and Sparrow Unity Corporation, a Missouri corporation and a direct, wholly owned subsidiary of the Company ("Merger Sub"), consummated the previously announced acquisition of Leggett & Platt, Incorporated, a Missouri corporation ("Leggett & Platt"), pursuant to the Agreement and Plan of Merger dated as of April 13, 2026 (the "Merger Agreement"), by and among the Company, Merger Sub and Leggett & Platt. Under the Merger Agreement, Merger Sub merged with and into Leggett & Platt (the "Merger") with Leggett & Platt surviving and becoming a direct, wholly owned subsidiary of the Company (the "Surviving Corporation").
At the effective time of the Merger ("Effective Time"), each share of Leggett & Platt common stock, par value $0.01 per share, (the "Leggett & Platt common stock") issued and outstanding immediately prior to the Effective Time (other than shares of Leggett & Platt common stock held, directly or indirectly, by Leggett & Platt (as treasury shares or otherwise), any Leggett & Platt subsidiary, or by the Company or any Company subsidiary, in each case, immediately prior to the Effective Time, were automatically cancelled, and other than dissenting shares) was automatically converted into the right to receive 0.1455 shares (the "Exchange Ratio") of the Company's common stock, par value $0.01 per share, ("Somnigroup common stock"), with cash paid in lieu of any fractional shares, if applicable (the "Merger Consideration").
The Somnigroup common stock was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's registration statement on Form S-4 (File No. 333-296998), declared effective by the Securities and Exchange Commission (the "SEC") on July 9, 2026.
Pursuant to the Merger Agreement, as of the Effective Time, (i) each outstanding restricted share of Leggett & Platt common stock fully vested and was converted into the right to receive the Merger Consideration, (ii) each outstanding option to acquire shares of Leggett & Platt common stock (a "Leggett & Platt Option") was assumed by the Company and converted into an option to acquire shares of Somnigroup common stock (a "Somnigroup Option"), with the number of shares of Somnigroup common stock and exercise price per share of Somnigroup common stock adjusted based on the Exchange Ratio, (iii) each outstanding restricted stock unit award covering shares of Leggett & Platt common stock (a "Leggett & Platt RSU Award"), other than a Leggett & Platt RSU Award issued under Leggett & Platt's 2005 Executive Stock Unit Program (the "ESUP") and Leggett & Platt's Deferred Compensation Program (the "Deferred Compensation Program" and, together with the ESUP, the "Deferred Compensation Plans"), was assumed by the Company and converted into a restricted stock unit award with respect to shares of Somnigroup common stock (a "Somnigroup RSU Award"), with the number of shares of Somnigroup common stock adjusted based on the Exchange Ratio, (iv) each outstanding performance stock unit award covering shares of Leggett & Platt common stock (a "Leggett & Platt PSU Award") for which the performance period had not yet ended was assumed by the Company and converted into a Somnigroup RSU Award, with the number of shares of Somnigroup common stock determined assuming that the applicable performance metrics were settled at the maximum level of performance and adjusted based on the Exchange Ratio, (v) each outstanding Leggett & Platt PSU Award for which the performance period had ended was converted to the right to receive the Merger Consideration with respect to the number of shares of Leggett & Platt common stock earned based on actual performance achieved during the performance period, and (vi) each outstanding Leggett & Platt stock unit that tracked Leggett & Platt common stock held in participant accounts under the Deferred Compensation Plans were converted into notional cash investments based on the average closing price of Leggett & Platt common stock for the five trading days immediately prior to the closing date of the Merger. Any converted Somnigroup Option or Somnigroup RSU Award held by an individual who was not employed by or in service with Leggett & Platt or its subsidiaries at the Effective Time will be settled solely in cash based on the closing price of Somnigroup common stock on the applicable exercise or settlement date.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on April 13, 2026 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Following the completion of the Merger, $1.5 billion in aggregate principal amount of Leggett & Platt's 3.50% Senior Notes due 2027, 4.40% Senior Notes due 2029 and 3.50% Senior Notes due 2051 (collectively, the "Leggett & Platt Notes"), remain outstanding, in each case, under the applicable indenture pursuant to which such series of Leggett & Platt Notes was issued. Each series of Leggett & Platt Notes is payable in accordance with its original terms on the dates and in the manner provided for in such applicable indenture.
The indentures pursuant to which the Leggett & Platt Notes were issued have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. The Company agrees to furnish a copy of such indentures to the Commission upon request
Item 7.01. Regulation FD Disclosure.
On August 26, 2026, the Company issued a press release announcing the closing of the Merger and a press release announcing the appointment of Tyson Hagale as President of Leggett & Platt. A copy of each press release is furnished herewith as Exhibits 99.1 and 99.2 and each press release is incorporated by reference into this Item 7.01.
The information disclosed pursuant to this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) 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 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.
(a) Financial Statements of Business Acquired.
The financial statements required to be filed under Item 9.01(a) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed under Item 9.01(b) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit | Description | |||||||
| 2.1+ | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) | |||||||
+ Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request.
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 26, 2026
| Somnigroup International Inc. | ||||||||
| By: | /s/ Bhaskar Rao | |||||||
| Name: | Bhaskar Rao | |||||||
| Title: | Executive Vice President & Chief Financial Officer | |||||||
Somnigroup Completes Combination with Leggett & Platt
- Strengthens Global Platform, Deepens Vertical Integration and Expands Component Engineering Expertise
-Reduces Net Leverage to Approximately 2.8 Times Adjusted EBITDA at Close
-Upsizes Annual Run-Rate Synergy Target to $75 Million, Up from Initial $50 Million Estimate
- Hosting Business Update Call on September 2, 2026
DALLAS, TX, August 26, 2026 – Somnigroup International Inc. (NYSE: SGI, "Company" or "Somnigroup") today announced that it has completed its previously announced combination with Leggett & Platt, Incorporated ("Leggett & Platt"), a diversified manufacturer of engineered components and products.
The combined company today operates over 170 manufacturing facilities across 37 countries worldwide and is supported by a global workforce of more than 36,000 colleagues.
Chairman and CEO Scott Thompson said, "Today marks an exciting milestone for Somnigroup as we complete the combination with Leggett & Platt. Building on nearly 50 years of collaboration, we are bringing together complementary businesses with shared values and a commitment to customer service and product innovation. By combining Leggett & Platt's engineering expertise and manufacturing capabilities with Somnigroup's global scale and industry-leading brands, we are fortifying our foundation for future growth and long-term value creation. The addition of Leggett & Platt deepens our vertical integration, secures a critical part of our supply chain, and adds a highly cash-generative business to our portfolio. We thank the employees of both organizations for their dedication and support throughout this process, as well as our suppliers, advisors, and shareholders for their continued partnership and confidence in our team."
Leggett & Platt Chairman and CEO Karl Glassman said, "For more than 140 years, Leggett & Platt has earned its reputation through engineering excellence, operational discipline, and an unwavering commitment to our customers, and I am incredibly proud of our teams for building that legacy. Joining Somnigroup gives our business the scale and resources to reach new markets and new opportunities, and I am confident this combination creates a stronger future for our employees, our customers, and the industry we have served for generations."
Financial Terms of the Acquisition
The combination was an all-stock transaction valued at approximately $2.3 billion based on Somnigroup’s closing share price on August 25, 2026 and inclusive of Leggett & Platt's existing indebtedness. Leggett & Platt shareholders received 0.1455 shares of Somnigroup common stock in exchange for each share of Leggett & Platt common stock they owned. Upon completion of the transaction, former Leggett & Platt shareholders own approximately 9% of the combined company on a fully diluted basis.
Financial Impact
The transaction has reduced Somnigroup’s net financial leverage by approximately 0.2 times, and Somnigroup expects to further reduce its leverage towards the midpoint of its target leverage range of 2.0 to 3.0 times adjusted EBITDA by year-end. The Company has identified $75 million in annual run-rate synergies, up from its initial estimate of $50 million, and expects to provide further detail on synergy realization on its business update call.
Leggett & Platt's financial results will be presented as a new reporting segment within the Somnigroup business. Leggett & Platt's sales to Somnigroup's other reporting segments will be eliminated, with no impact to reported Leggett & Platt segment profits. Additionally, consistent with prior expectations and in accordance with GAAP, Somnigroup expects to incur approximately $50 million of annualized non-cash expense from the adjustment to fair value of the acquired Leggett & Platt business, which will primarily impact cost of goods sold, and Somnigroup expects to incur approximately $10 million of annualized non-cash expense from the adjustment to fair value of the acquired Leggett & Platt bonds, which will impact interest expense. The Company anticipates these non-cash items will be financial adjustments in accordance with the terms of its credit facility.
Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to Somnigroup. J.P. Morgan Securities LLC is serving as exclusive financial advisor and Latham & Watkins LLP is serving as legal counsel to Leggett & Platt.
Business Update Call
The Company will hold a conference call on Wednesday, September 2, 2026 at 8:00 a.m. Eastern Time to discuss the information in this release and provide a preliminary update on its future plans.
The call will be webcast and can be accessed on the Company's investor relations website at investor.somnigroup.com. After the conference call, webcast replays will remain available on the investor relations section of the Company's website for 30 days.
Forward-Looking Statements
This communication contains statements that may be characterized as "forward-looking," within the meaning of the federal securities laws. Such statements might include information concerning one or more of Somnigroup's plans, guidance, objectives, goals, strategies and other information that is not historical information. When used in this release, the words "assumes," "estimates," "expects," "guidance," "anticipates," "might," "projects," "plans," "proposed," "targets," "intends," "believes," "will," "contemplates," "outlook" and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding Somnigroup's expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, run-rate synergies, and plans and objectives of management. Any forward-looking statements contained herein are based upon current expectations and beliefs and various assumptions.
There can be no assurance that Somnigroup will realize these expectations, meet its guidance or that these beliefs will prove correct.
Numerous factors, many of which are beyond the Company's control, could cause actual results to differ materially from any that may be expressed herein as forward-looking statements. These potential risks include risks associated with Leggett & Platt's ongoing operations; the ability to successfully integrate Leggett & Platt into Somnigroup's operations and realize synergies from the transaction; the possibility that the expected benefits of the acquisition are not realized when expected or at all; general economic, financial and industry conditions, particularly conditions relating to the financial performance and related credit issues present in the retail sector, as well as consumer confidence and the availability of consumer financing; the impact of the macroeconomic environment in both the U.S. and internationally on Leggett & Platt and the Company; uncertainties arising from national and global events; industry competition; the effects of consolidation of retailers on revenues and costs; and consumer acceptance and changes in demand for Leggett & Platt's and the Company's products and the factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There may be other factors that may cause the Company's actual results to differ materially from the forward-looking statements. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.
About Somnigroup
Somnigroup (NYSE: SGI) is the world's leading bedding company, dedicated to transforming how the world sleeps. With superior capabilities in design, component and finished goods manufacturing, distribution and retail, we deliver breakthrough solutions and serve the evolving needs of consumers in more than 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm, Leggett & Platt, and Dreams.
Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster®, and Sleepy's®, enhanced by Leggett & Platt's diversified component engineering expertise. Our global omni-channel platform and extensive consumer touchpoints enable us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored solutions.
Somnigroup Investor Relations Contact
Lauren Avritt
Investor Relations
Somnigroup International Inc.
Somnigroup International Announces New President of Leggett & Platt
DALLAS, TX, August 26, 2026 – Somnigroup International Inc. (NYSE: SGI, “Company” or “Somnigroup”) today announced that Tyson Hagale has been appointed as President of Leggett & Platt, effective immediately. Mr. Hagale will report to Karl Glassman, Chief Executive Officer of Leggett & Platt. Mr. Hagale will have oversight responsibility for all of Leggett & Platt.
“I am delighted that Tyson has been elevated to this new role at the company,” stated Mr. Glassman. “Over the course of his 25-year career at Leggett & Platt, Tyson has attained broad experience across multiple facets of our business, including mergers and acquisitions, strategic planning, and operational leadership. During the last five years while serving as President of our Bedding Products segment, he played an instrumental role in executing a major restructuring to improve profitability in the face of industry headwinds. Tyson is well-suited to help me lead Leggett & Platt as we embark on this exciting new chapter as part of the Somnigroup family.”
“Naming Tyson as President of Leggett & Platt is reflective of Somnigroup’s deep respect for the legacy Leggett & Platt management team in general and Tyson’s accomplishments specifically,” commented Scott Thompson, Chairman and CEO of Somnigroup. “The Somnigroup team and I have worked with Tyson for many years. He is well-respected in the bedding industry and, importantly, understands the Leggett & Platt business beyond bedding. His commitment to the core values that have guided Leggett & Platt for over 100 years will ensure the continued success of the company under his enhanced leadership role.”
Mr. Hagale will be based out of Leggett & Platt's office in Carthage, Missouri.
About Somnigroup
Somnigroup (NYSE: SGI) is the world’s largest bedding company, dedicated to transforming how the world sleeps. With superior capabilities in design, component and finished goods 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, Leggett & Platt, and Dreams. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster®, and Sleepy’s®, enhanced by Leggett & Platt’s diversified component engineering expertise. 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.
Somnigroup Investor Relations Contact
Lauren Avritt
Investor Relations
Somnigroup International Inc.