8-KFiled Aug 25, 8:00 PM ET

Somnigroup International Inc. Announces Acquisition of Leggett & Platt

$SGI · SOMNIGROUP INTERNATIONAL INC.

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Somnigroup International Inc. Announces Acquisition of Leggett & Platt

What Happened
Somnigroup International Inc. announced on August 26, 2026 that it completed the previously announced merger with Leggett & Platt, Incorporated pursuant to the Agreement and Plan of Merger dated April 13, 2026. At the Effective Time, each outstanding share of Leggett & Platt common stock (other than certain excluded or dissenting shares) was converted into the right to receive 0.1455 shares of Somnigroup common stock (cash paid for fractional shares). The Somnigroup stock used in the exchange was registered under the Securities Act via a Form S-4 declared effective July 9, 2026. Somnigroup also announced the appointment of Tyson Hagale as President of Leggett & Platt.

Key Details

  • Merger closed: August 26, 2026; Merger Agreement dated April 13, 2026.
  • Exchange Ratio: 0.1455 Somnigroup shares per Leggett & Platt share; cash in lieu for fractional shares.
  • Equity awards: outstanding Leggett & Platt restricted shares fully vested and converted; options, RSUs and PSUs were generally assumed and converted into Somnigroup equivalents adjusted by the Exchange Ratio; certain deferred-compensation stock units were converted to notional cash investments based on a pre-close average price. Non‑employee award holders will be settled in cash.
  • Debt remaining: Approximately $1.5 billion aggregate principal of Leggett & Platt senior notes remain outstanding (3.50% due 2027; 4.40% due 2029; 3.50% due 2051) and remain payable under their existing indentures.

Why It Matters
This filing confirms Somnigroup has completed a major acquisition that expands its business by bringing Leggett & Platt in as a direct, wholly owned subsidiary. The Exchange Ratio and treatment of equity awards define how former Leggett & Platt shareholders and employees are being converted to Somnigroup ownership or cash. Investors should note the continued existence of about $1.5 billion of Leggett & Platt debt that Somnigroup will now carry as part of the combined capital structure; indentures remain in effect and the company will provide them to the SEC on request.