SOMNIGROUP INTERNATIONAL INC. 8-K

What Happened
Somnigroup International Inc. announced on April 13, 2026 that it entered into an Agreement and Plan of Merger with Leggett & Platt, Incorporated and Somnigroup’s wholly owned subsidiary Sparrow Unity Corporation. Under the agreement Merger Sub will merge into Leggett & Platt, with Leggett surviving as a direct, wholly owned subsidiary of Somnigroup. The boards of both companies unanimously approved the Merger. At closing each outstanding share of Leggett & Platt common stock (other than certain excluded or dissenting shares) will convert into the right to receive 0.1455 shares of Somnigroup common stock (cash paid for fractional shares).

Key Details

• Merger Agreement signed: April 13, 2026.
• Exchange Ratio: 0.1455 SGI shares per LEG share; cash in lieu for fractional shares.
• Closing conditions include Leggett & Platt stockholder approval, HSR / antitrust and other regulatory clearances, Form S-4 effectiveness, NYSE listing approval for SGI shares to be issued, and a tax opinion that the Merger qualifies as a Section 368(a) reorganization.
• Termination dates and fees: initial End Date Jan 13, 2027 (subject to specified automatic extensions up to Apr 13, 2028); termination fee of $64 million payable by Leggett in specified situations (e.g., change of recommendation/ superior proposal) and $80 million payable by Somnigroup in specified antitrust/foreign investment failure scenarios.
• Equity treatment: outstanding LEG restricted shares vest and convert; stock options convert to SGI options (shares multiplied by 0.1455; exercise price divided by 0.1455); RSUs and PSUs converted to SGI RSU awards (PSUs with uncompleted performance periods deemed achieved at maximum—200% of target—then multiplied by the exchange ratio); deferred-compensation stock units convert to notional cash investments. Non-employee award holders will receive cash on settlement in many cases.
• Somnigroup will file a Form S-4 (proxy statement/prospectus) and mail the definitive proxy to Leggett shareholders when available.

Why It Matters
This is a material acquisition: Leggett & Platt will become a wholly owned subsidiary of Somnigroup and Leggett shareholders will become holders of Somnigroup stock, which will change Somnigroup’s shareholder base and increase outstanding SGI shares. The transaction is subject to shareholder and regulatory approvals and other customary closing conditions, so it is not final. The filing highlights potential impacts the companies expect to analyze further (e.g., effects on EPS, leverage, synergies and integration), and it specifies sizable breakup/termination fees and employee equity treatment that could affect both companies’ finances and employee incentives. Investors should review the forthcoming Form S-4 and proxy statement for full details before making investment or voting decisions.