BUSTER H CLIFFORD III 4

Accession 0001448352-26-000003

CIK 0001206264other

View on SEC.gov Company Profile

Filed

Jan 5, 7:00 PM ET

Accepted

Jan 6, 4:04 PM ET

Size

42.9 KB

Accession

0001448352-26-000003

Insider Transaction Report

Form 4

Period: 2026-01-02

SOMNIGROUP INTERNATIONAL INC.SGI

BUSTER H CLIFFORD III

CEO of Tempur Sealy

Transactions

Exercise/Conversion
Common Stock
2026-01-02+6,482→ 217,103 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−2,956$262,315→ 214,147 total
Exercise/Conversion
Common Stock
2026-01-02+8,946→ 223,093 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−4,080$362,059→ 219,013 total
Exercise/Conversion
Common Stock
2026-01-02+6,521→ 225,534 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−2,974$263,913→ 222,560 total
Exercise/Conversion
Common Stock
2026-01-02+5,607→ 228,167 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−2,557$226,908→ 225,610 total
Exercise/Conversion
Common Stock
2026-01-02+7,397→ 233,007 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−3,374$299,409→ 229,633 total
Exercise/Conversion
Common Stock
2026-01-02+24,050→ 253,683 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−11,057$981,198→ 242,626 total
Exercise/Conversion
Common Stock
2026-01-02+10,494→ 253,120 total
Tax Payment
Common Stock
2026-01-02$88.74/sh−4,786$424,710→ 248,334 total
Exercise/Conversion
Restricted Stock Units
2026-01-02−6,482→ 0 total
Exercise: $0.00→ Common Stock (6,482 underlying)
Exercise/Conversion
Restricted Stock Units
2026-01-02−8,946→ 8,946 total
Exercise: $0.00→ Common Stock (8,946 underlying)
Exercise/Conversion
Restricted Stock Units
2026-01-02−6,521→ 13,042 total
Exercise: $0.00→ Common Stock (6,521 underlying)
Exercise/Conversion
Restricted Stock Units
2026-01-02−5,607→ 16,819 total
Exercise: $0.00→ Common Stock (5,607 underlying)
Exercise/Conversion
Performance Restricted Stock Units
2026-01-02−7,397→ 0 total
Exercise: $0.00→ Common Stock (7,397 underlying)
Exercise/Conversion
Performance Restricted Stock Units
2026-01-02−24,050→ 24,047 total
Exercise: $0.00→ Common Stock (24,050 underlying)
Exercise/Conversion
Performance Restricted Stock Units
2026-01-02−10,494→ 20,988 total
Exercise: $0.00→ Common Stock (10,494 underlying)
Award
Restricted Stock Units
2026-01-02+14,086→ 14,086 total
Exercise: $0.00→ Common Stock (14,086 underlying)

Holdings

Common Stock
(indirect: By Trust)
286,679

Footnotes (10)

[F1]Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis.
[F10]On January 2, 2026, the reporting person was granted 14,086 restricted stock units, vesting in four annual installments on January 4, 2027, 2028, 2029 and 2030.
[F2]These shares of SGI common stock are held by a family trust of which the reporting person is trustee. The reporting person's spouse is the sole beneficiary of the trust.
[F3]On January 4, 2022, the reporting person was granted 25,928 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.
[F4]On January 4, 2023, the reporting person was granted 35,786 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.
[F5]On January 4, 2024, the reporting person was granted 26,085 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.
[F6]On January 3, 2025, the reporting person was granted 22,426 restricted stock units, vesting in four annual installments on January 4, 2026, 2027, 2027 and 2029.
[F7]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.
[F8]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.
[F9]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.

Documents

1 file

4
wk-form4_1767733442.xmlPrimary
FORM 4

Issuer

SOMNIGROUP INTERNATIONAL INC.

CIK 0001206264

→

Entity typeother

Related Parties

filerCIK 0001448352

Filing Metadata

Form type: 4
Filed: Jan 5, 7:00 PM ET
Accepted: Jan 6, 4:04 PM ET
Size: 42.9 KB

View on SEC.gov