Sleep Number Corp 8-K

What Happened

• Sleep Number Corporation (SNBRQ) disclosed on July 23, 2026 (8-K) that it entered into an Amended and Restated Asset Purchase Agreement on July 18, 2026 with SNBR, Inc. (a wholly‑owned subsidiary of Sleep Country Canada Inc.) to sell substantially all of the Company’s assets (the “Asset Sale”).
• The amended agreement raises the base cash purchase price from $415,000,000 (the June 12, 2026 stalking‑horse agreement) to $529,500,000, with the Purchaser also assuming certain liabilities. The transaction is proceeding through a Bankruptcy Court‑supervised process and remains subject to closing conditions.

Key Details

• Amended purchase price: $529,500,000 in cash (plus assumption of certain liabilities); prior stalking‑horse price was $415,000,000.
• Adjustment escrow deposit by Purchaser reduced from $25,000,000 to $10,000,000.
• New required pre‑closing reserve: a segregated "Stub Rent Reserve" of $5,193,168 for unpaid lease obligations (June 12–June 30, 2026).
• The amended agreement narrows potential purchase price deductions (e.g., relating to undelivered customer orders, payment card processor reserves, and cure costs) and eliminates several pre‑closing covenants and closing conditions that were in the original stalking‑horse agreement.
• Closing remains conditional on Bankruptcy Court approval, required regulatory clearances (including Hart‑Scott‑Rodino timing and absence of FTC/DOJ actions), accuracy of representations, performance of contractual obligations, delivery of closing items, and absence of material adverse effect.

Why It Matters

• The filing confirms Sleep Number is selling substantially all of its assets through a bankruptcy‑supervised sale and that the winning bid at auction materially increased the cash purchase price to $529.5M.
• The transaction terms—price increase, reduced escrow, narrowed deductions, and new rent reserve—affect the expected proceeds and the protections for the buyer and seller; completion still requires court and regulatory approvals.
• For investors, this is a major corporate event that will materially affect the company’s operations and capitalization if and when the sale closes; however, the sale is not final until the specified closing conditions (including Bankruptcy Court approval) are satisfied.