SOMNIGROUP INTERNATIONAL INC.·4

Mar 2, 4:02 PM ET

Rao Bhaskar 4

4 · SOMNIGROUP INTERNATIONAL INC. · Filed Mar 2, 2026

Research Summary

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SOMNIGROUP (SGI) CFO Rao Bhaskar Receives Stock Award

What Happened
Rao Bhaskar, Chief Financial Officer of SOMNIGROUP INTERNATIONAL INC. (SGI), was granted/received 13,975 performance-restricted stock units (PRSUs/RSUs) reported as a derivative award on Feb 26, 2026. The shares were recorded at $0.00 acquisition price (no cash paid at grant); the reported value at acquisition is $0. These awards reflect the payout of a previously granted performance award rather than an open-market purchase or sale.

Key Details

  • Transaction date: February 26, 2026; Form 4 filed March 2, 2026 (filed within the two-business-day reporting window).
  • Reported amount: 13,975 PRSUs/RSUs acquired; reported price $0.00 (derivative award).
  • Shares owned after transaction: Not specified in the provided filing.
  • Footnotes: F1 — PRSUs/RSUs convert one-for-one into common stock. F2 — These were originally a target-number performance grant dated Jan 3, 2025 with payout 0–300% based on adjusted EPS, adjusted EBITDA and qualitative Strategic Initiatives; the Human Resources/Capital and Talent Committee determined the payout on Feb 26, 2026. The PRSUs vest in roughly three equal installments on Jan 4, 2027, 2028 and 2029.
  • No indication of tax withholding, 10b5-1 plan, or late filing in the Form 4.

Context
This was a performance-based equity award vesting over future dates rather than a cash purchase or immediate sale. Such awards reflect compensation tied to company performance metrics; they do not by themselves indicate insider buying or selling sentiment. The PRSUs will convert to common shares one-for-one as they vest per the stated schedule.

Insider Transaction Report

Form 4
Period: 2026-02-26
Rao Bhaskar
EVP & Chief Financial Officer
Transactions
  • Award

    Performance Restricted Stock Units

    [F1][F2]
    2026-02-26+13,97513,975 total
    Exercise: $0.00Common Stock (13,975 underlying)
Footnotes (2)
  • [F1]Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis.
  • [F2]On January 3, 2025, 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 26, 2026 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2027, 2028 and 2029.
Signature
/s/ Bhaskar Rao|2026-03-02

Documents

1 file
  • 4
    wk-form4_1772485357.xmlPrimary

    FORM 4