Rao Bhaskar 4

Accession 0001365211-26-000002

CIK 0001206264other

View on SEC.gov Company Profile

Filed

Jan 5, 7:00 PM ET

Accepted

Jan 6, 4:02 PM ET

Size

42.0 KB

Accession

0001365211-26-000002

Insider Transaction Report

Form 4

Period: 2026-01-02

SOMNIGROUP INTERNATIONAL INC.SGI

Rao Bhaskar

EVP & Chief Financial Officer

Transactions

Tax Payment
Common Stock
2026-01-02$88.74/sh−2,502$222,027→ 335,732 total
Exercise/Conversion
Common Stock
2026-01-02+4,019→ 334,500 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−1,813$160,886→ 332,687 total
Exercise/Conversion
Common Stock
2026-01-02+5,547→ 338,234 total
Exercise/Conversion
Common Stock
2026-01-02+4,043→ 339,775 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−1,824$161,862→ 337,951 total
Exercise/Conversion
Common Stock
2026-01-02+3,476→ 341,427 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−1,568$139,144→ 339,859 total
Exercise/Conversion
Common Stock
2026-01-02+4,588→ 344,447 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−2,070$183,692→ 342,377 total
Exercise/Conversion
Common Stock
2026-01-02+14,909→ 357,286 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−6,822$605,384→ 350,464 total
Exercise/Conversion
Common Stock
2026-01-02+6,508→ 356,972 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−2,936$260,541→ 354,036 total
Exercise/Conversion
Restricted Stock Units
2026-01-02−4,019→ 0 total
Exercise: $0.00→ Common Stock (4,019 underlying)
Exercise/Conversion
Restricted Stock Units
2026-01-02−5,547→ 5,546 total
Exercise: $0.00→ Common Stock (5,547 underlying)
Exercise/Conversion
Restricted Stock Units
2026-01-02−4,043→ 8,086 total
Exercise: $0.00→ Common Stock (4,043 underlying)
Exercise/Conversion
Restricted Stock Units
2026-01-02−3,476→ 10,428 total
Exercise: $0.00→ Common Stock (3,476 underlying)
Exercise/Conversion
Performance Restricted Stock Units
2026-01-02−4,588→ 0 total
Exercise: $0.00→ Common Stock (4,588 underlying)
Exercise/Conversion
Performance Restricted Stock Units
2026-01-02−14,909→ 14,911 total
Exercise: $0.00→ Common Stock (14,909 underlying)
Exercise/Conversion
Performance Restricted Stock Units
2026-01-02−6,508→ 13,010 total
Exercise: $0.00→ Common Stock (6,508 underlying)
Award
Restricted Stock Units
2026-01-02+11,269→ 11,269 total
Exercise: $0.00→ Common Stock (11,269 underlying)

Footnotes (9)

[F1]Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis.
[F2]On January 4, 2022, the reporting person was granted 16,076 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.
[F3]On January 4, 2023, the reporting person was granted 22,187 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.
[F4]On January 4, 2024, the reporting person was granted 16,173 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.
[F5]On January 3, 2025, the reporting person was granted 13,904 restricted stock units, vesting in four annual installments on January 4, 2026, 2027, 2028 and 2029.
[F6]On January 4, 2022, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EBITDA, Relative TSR Percentile and qualitative ESG performance. The Human Resources/Capital and Talent Committee of the Board of Directors determined the payout for each metric on February 17, 2023 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2024, 2025 and 2026.
[F7]On January 4, 2023, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EBITDA, Relative TSR Percentile and qualitative ESG performance. The Human Resources/Capital and Talent Committee of the Board of Directors determined the payout for each metric on February 16, 2024 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2025, 2026 and 2027.
[F8]On January 4, 2024, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EPS, adjusted EBITDA and qualitative Strategic Initiatives performance. The Human Resources/Capital and Talent Committee of the Board of Directors determined the payout for each metric on February 28, 2025 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2026, 2027 and 2028.
[F9]On January 2, 2026, the reporting person was granted 11,269 restricted stock units, vesting in four annual installments on January 4, 2027, 2028, 2029 and 2030.

Documents

1 file

4
wk-form4_1767733349.xmlPrimary
FORM 4

Issuer

SOMNIGROUP INTERNATIONAL INC.

CIK 0001206264

→

Entity typeother

Related Parties

filerCIK 0001365211

Filing Metadata

Form type: 4
Filed: Jan 5, 7:00 PM ET
Accepted: Jan 6, 4:02 PM ET
Size: 42.0 KB

View on SEC.gov