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SOMNIGROUP INTERNATIONAL INC. (SGI)

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Business overview

BUSINESS General Somnigroup is the world's largest bedding company, dedicated to enriching people's lives through the power of a good night's sleep and transforming how the world sleeps. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in over 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy® and Stearns & Foster®, and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored solutions.

Somnigroup has a strong competitive presence in the bedding marketplace with a leadership position that comes from product and service quality, culture, strategy and people, backed with financial strength and a disciplined approach to returning value to shareholders. On February 5, 2025, we completed the previously announced acquisition of Mattress Firm, the nation's largest mattress specialty retailer. The total purchase price was approximately $5.1 billion, net of cash acquired of $0.3 billion. The aggregate purchase price consisted of $3.1 billion in cash and approximately 34.2 million shares of common stock valued at $65.65 per share, which represents the simple average of the opening and closing price per share of our common stock on the NYSE on the trading day immediately prior to the date of acquisition, with the value of any fractional shares paid in cash.

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In connection with the closing of the Mattress Firm Acquisition, we amended our Certificate of Incorporation to change our name to "Somnigroup International Inc." effective February 18, 2025. The name Somnigroup reflects our position as a global holding company and provider of sleep solutions with a portfolio of bedding businesses. Somnigroup's purpose is to drive long-term shareholder returns through sustainable competitive advantages and disciplined capital allocation as we oversee our investments in the $120 billion global sleep industry. To comply with commitments made in securing approval for our acquisition of Mattress Firm, we set our merchandising plan to provide 43% of horizontal premium ($1,500+) floor slots, on average across all our open Mattress Firm stores, for the placement of third-party premium mattresses as assessed at calendar year end.

To monitor the Company's fulfillment of the merchandising plan, the Company has designed and instituted certain protocols in conjunction with an independent consulting firm. Based on these protocols, management determined that the Company was in compliance with the floor slot commitment as assessed on December 31, 2025. Our powerful distribution and retail model operates through an omni-channel strategy. As of December 31, 2025, Somnigroup's combined global footprint included over 2,800 retail stores, approximately 30 e-commerce platforms, over 70 manufacturing facilities and four state-of-the-art research and development facilities worldwide. Our combined operations are supported by more than 20,000 employees with a collective focus on providing breakthrough sleep solutions to consumers. Our long-term strategy is to drive earnings growth with high return on invested capital and strong free cash flow, which is a non-GAAP financial measure.

In order to achieve our long-term strategy, we focus on developing the most innovative bedding products in all the markets we serve, making significant investments in our iconic global brands and optimizing our worldwide omni-channel distribution. We also intend to generate earnings growth through ongoing investments in research and development and productivity initiatives, which will improve our profitability and create long-term stockholder value. We have a balanced approach to capital allocation that includes investments in our operations to facilitate long-term growth and returning capital to shareholders via quarterly cash dividends and share repurchases. From time to time, we also look at acquisition opportunities that could complement and strengthen our core business.

When doing so, we seek to balance our assessment of the industry environment, our business outlook and the potential for further strategic expansion, while also prudently managing our business. Following the completion of the Mattress Firm Acquisition in the first quarter of 2025, we have operated in three segments: Mattress Firm, Tempur Sealy North America and Tempur Sealy International. These segments are strategic business units that are managed separately. Our Mattress Firm segment consists of retail stores and distribution centers located in the 4 U.S. Our Tempur Sealy North America segment consists of manufacturing, distribution and retail subsidiaries and licensees located in the U.S., Canada and Mexico (other than Mattress Firm retail and distribution locations).

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Source: 10-K · Period ended December 31, 2025 · View report

Latest developments

Recent company filings, newest first. Excerpts retain the original wording.

August 26, 2026Transactions8-K

Acquisition or disposal of assets

Original filing excerpt · Item 2.01, 2.03, 7.01

Completion of Acquisition or Disposition of Assets. On August 26, 2026, Somnigroup International Inc., a Delaware corporation (the "Company") and Sparrow Unity Corporation, a Missouri corporation and a direct, wholly owned subsidiary of the Company ("Merger Sub"), consummated the previously announced acquisition of Leggett & Platt, Incorporated, a Missouri corporation ("Leggett & Platt"), pursuant to the Agreement and Plan of Merger dated as of April 13, 2026 (the "Merger Agreement"), by and among the Company, Merger Sub and Leggett & Platt. Under the Merger Agreement, Merger Sub merged with and into Leggett & Platt (the "Merger") with Leggett & Platt surviving and becoming a direct, wholly owned subsidiary of the Company (the "Surviving Corporation").

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At the effective time of the Merger ("Effective Time"), each share of Leggett & Platt common stock, par value $0.01 per share, (the "Leggett & Platt common stock") issued and outstanding immediately prior to the Effective Time (other than shares of Leggett & Platt common stock held, directly or indirectly, by Leggett & Platt (as treasury shares or otherwise), any Leggett & Platt subsidiary, or by the Company or any Company subsidiary, in each case, immediately prior to the Effective Time, were automatically cancelled, and other than dissenting shares) was automatically converted into the right to receive 0.1455 shares (the "Exchange Ratio") of the Company's common stock, par value $0.01 per share, ("Somnigroup common stock"), with cash paid in lieu of any fractional shares, if applicable (the "Merger Consideration").

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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Following the completion of the Merger, $1.5 billion in aggregate principal amount of Leggett & Platt's 3.50% Senior Notes due 2027, 4.40% Senior Notes due 2029 and 3.50% Senior Notes due 2051 (collectively, the "Leggett & Platt Notes"), remain outstanding, in each case, under the applicable indenture pursuant to which such series of Leggett & Platt Notes was issued. Each series of Leggett & Platt Notes is payable in accordance with its original terms on the dates and in the manner provided for in such applicable indenture. The indentures pursuant to which the Leggett & Platt Notes were issued have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act.

The Company agrees to furnish a copy of such indentures to the Commission upon request

Regulation FD Disclosure. On August 26, 2026, the Company issued a press release announcing the closing of the Merger and a press release announcing the appointment of Tyson Hagale as President of Leggett & Platt. A copy of each press release is furnished herewith as Exhibits 99.1 and 99.2 and each press release is incorporated by reference into this

(including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

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August 25, 2026Disclosure8-K

Regulation FD disclosure

Original filing excerpt · Item 7.01

Regulation FD Disclosure. As previously announced, on April 13, 2026, Somnigroup International Inc. ("Somnigroup") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Leggett & Platt, Incorporated ("Leggett & Platt") and Sparrow Unity Corporation, a direct, wholly owned subsidiary of Somnigroup ("Merger Sub"), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Leggett & Platt (the "Merger"), with Leggett & Platt surviving the Merger as a direct wholly owned subsidiary of Somnigroup. As of August 25, 2026, Somnigroup has received all requisite regulatory approvals for the closing of the Merger. Accordingly, Somnigroup anticipates closing the transactions contemplated under the Merger Agreement as early as August 26, 2026.

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The information furnished pursuant to this

shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. Forward-Looking Statements This Current Report contains statements that may be characterized as "forward-looking" within the meaning of the federal securities laws. Such statements might include information concerning one or more of Somnigroup's and Leggett & Platt's plans, guidance, objectives, goals, strategies and other information that is not historical information.

When used in this Current Report, the words "will," "targets," "expects," "anticipates," "plans," "proposed," "intends," "outlook" and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to Somnigroup's expectations regarding the impact of the proposed transaction on Somnigroup's brands, products, customer base, results of operations, or financial position, its share repurchases, adjusted EPS, net leverage, operating cash flow, net income, future performance, cost and run-rate synergies, funding sources, expected capital structure, the financial impact of Leggett & Platt's existing long-term debt, ability to deleverage after the proposed transaction, the expected timing and likelihood of completion of the proposed transaction, the integration of Leggett & Platt with Somnigroup's business and personnel and Somnigroup's and Leggett & […]

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August 6, 2026Disclosure8-K

Regulation FD disclosure

Original filing excerpt · Item 7.01

Regulation FD Disclosure. On August 6, 2026, Somnigroup International Inc. (NYSE: SGI, "Somnigroup") released an updated investor presentation (the "Investor Presentation"). The Investor Presentation will be used from time to time in meetings with investors. A copy of the Investor Presentation is furnished hereto as Exhibit 99.1. The information furnished pursuant to this

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(including Exhibit 99.1 hereto) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

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August 6, 2026Results8-K

Results of operations and financial condition

Original filing excerpt · Item 2.02, 8.01

Results of Operations and Financial Condition On August 6, 2026, Somnigroup International Inc. (the "Company") issued a press release to announce its financial results for the quarter ended June 30, 2026 and revised its financial guidance for 2026. Copies of the press release and the supplemental materials are attached as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference. The information in this

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(including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Other Items On August 6, 2026, the Company issued a press release to announce that its Board of Directors has declared a quarterly cash dividend of $0.17 per share. The dividend is payable on September 3, 2026, to shareholders of record as of August 20, 2026. A copy of the press release is attached as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference.

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July 27, 2026Contracts8-K

Entry into a material agreement

Original filing excerpt · Item 1.01, 2.03, 7.01

Entry into a Material Definitive Agreement Amendment No. 5 to the Credit Agreement On July 27, 2026, Somnigroup International Inc. (the “Company”), Tempur-Pedic Management, LLC and Somnigroup Management, LLC (the “Additional Borrowers”) and certain subsidiaries of the Company (the “Subsidiary Guarantors”) entered into Amendment No. 5 (“Amendment No. 5”) among several banks and other financial institutions party thereto (the “2026 Refinancing Term A Lenders”) and Bank of America, N.A., as administrative agent, to the Company's 2023 Credit Agreement dated as of October 10, 2023 (as amended, supplemented or otherwise modified as of the effective date of Amendment No. 5, including by Amendment No. 5, the “Credit Agreement”), among several banks and other financial institutions party thereto and Bank of America, N.A., as administrative agent.

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Amendment No. 5 provides for (i) a term loan A in the aggregate principal amount of $1,200.0 million (the “Term A Loans”) and (ii) an incremental revolving commitment in the aggregate principal amount of $510.0 million (the “Incremental Revolving Commitments”). The proceeds of the Term A Loans were used to refinance in full the Initial Term A Loans, including the 2024 Delayed Draw Term A Loans (each as defined in the Credit Agreement), outstanding under the Credit Agreement, and for general corporate purposes. Any amounts borrowed under the Incremental Revolving Commitments shall be available for general corporate purposes. After giving effect to Amendment No. […]

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

of this Current Report on Form 8-K is incorporated by reference into this

Regulation FD Disclosure. On July 27, 2026, the Company issued a press release regarding the credit facilities. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated herein by reference. The information provided in this

(including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

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June 4, 2026Disclosure8-K

Regulation FD disclosure

Original filing excerpt · Item 7.01

Regulation FD Disclosure. As previously announced, on April 13, 2026, Somnigroup International Inc. ("Somnigroup") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Leggett & Platt, Incorporated ("Leggett & Platt") and Sparrow Unity Corporation, a direct, wholly owned subsidiary of Somnigroup ("Merger Sub"), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Leggett & Platt (the "Merger"), with Leggett & Platt surviving the Merger as a direct wholly owned subsidiary of Somnigroup. On June 4, 2026, Somnigroup confirmed that the required 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), as amended, expired on June 3, 2026, at 11:59 p.m., Eastern Time.

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Somnigroup expects the transaction to close by year-end 2026, subject to the fulfillment or waiver of certain conditions, including, among others, (i) the adoption of the Merger Agreement and approval of the Merger by the shareholders of Leggett & Platt, (ii) the receipt of all clearances, consents and approvals under certain specified competition laws in Canada, the European Union, the United Kingdom, and the Republic of Korea, as well as under applicable foreign investment laws in Austria; (iii) the effectiveness of a registration statement on Form S-4 to be filed by Somnigroup with the Securities and Exchange Commission ("SEC") and the absence of any stop order or pending proceeding with respect thereto; […]

shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. Forward-Looking Statements This Current Report, including the information incorporated by reference herein, contains statements that may be characterized as "forward-looking" within the meaning of the federal securities laws. Such statements might include information concerning one or more of Somnigroup's and Leggett & Platt's plans, guidance, objectives, goals, strategies and other information that is not historical information.

When used in this Current Report, the words "will," "targets," "expects," "anticipates," "plans," "proposed," "intends," "outlook" and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to Somnigroup's expectations regarding the impact of the proposed transaction on Somnigroup's brands, products, customer base, results of operations, or financial position, its share repurchases, adjusted EPS, net leverage, operating cash flow, net income, future performance, cost and run-rate synergies, funding sources, expected capital structure, the financial impact of Leggett & Platt's existing long-term debt, ability to deleverage after the proposed transaction, the expected timing and likelihood of completion of the proposed transaction, the integration of Leggett & Platt […]

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May 15, 2026Governance8-K

Changes to governing documents or fiscal year

Original filing excerpt · Item 5.03, 5.07

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As discussed in

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below, on May 13, 2026, at the 2026 Annual Meeting of Stockholders of Somnigroup International Inc. (the "Company"), the Company's stockholders approved an amendment to 'ARTICLE IV Capital Stock’ of the Company's Amended and Restated Certificate of Incorporation, as amended (as so amended, the "Certificate of Incorporation") to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000 shares. The authorized preferred stock remains 10,000,000 shares. This increased the aggregate number of shares of all classes of stock that the Company may issue to 1,010,000,000 shares. The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Fourth Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, which was filed with the Secretary of State of the State of Delaware on May 14, 2026, and is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Submission of Matters to a Vote of Security Holders (a) The Company's Annual Meeting of Stockholders was held on May 13, 2026. (b) Of the 210,340,624 shares of the Company’s common stock outstanding as of the record date, 200,306,293 shares were represented at the Annual Meeting. (c) The name of each director elected at the meeting and a brief description of each other matter voted upon at the meeting is set forth below. The stockholders (1) elected all of the Company's nominees for director; (2) ratified the appointment of Ernst and Young LLP as the Company's independent auditor for the year ending December 31, 2026; (3) approved, on an advisory basis, the Compensation of the Company's Named Executive Officers; and (4) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 500 million to 1 billion.

The tabulation of votes for each proposal is as follows: (1) Election of Directors For Against Abstain Broker Non-Votes CHRISTOPHER T. COOK 192,885,142 59,934 196,846 7,164,371 EVELYN S. DILSAVER 191,475,050 1,624,149 42,723 7,164,371 SIMON JOHN DYER 192,571,660 502,110 68,152 7,164,371 CATHY R. GATES 172,918,971 20,182,660 40,291 7,164,371 MEREDITH SIEGFRIED MADDEN 174,093,643 18,986,997 61,282 7,164,371 RICHARD W. NEU 172,187,006 20,889,183 65,733 7,164,371 PETER R. SACHSE 192,879,995 216,371 45,556 7,164,371 SCOTT L.

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Latest results

10-Q Period ended: June 30, 2026 Filed: August 7, 2026View report

Original excerpts. Reporting periods, units and comparisons are retained in the text.

Revenue

See "Special Note Regarding Forward-Looking Statements" elsewhere in this Report and in the 2025 Annual Report, the section titled "Risk Factors" contained in ITEM 1A of Part I of the 2025 Annual Report. Our actual results may differ materially from those contained in any forward-looking statements. In this discussion and analysis, we discuss and explain the consolidated financial condition and results of operations for the three and six months ended June 30, 2026, including the following topics: • an overview of our business and strategy; • results of operations, including our net sales and costs in the periods presented as well as changes between periods; • expected sources of liquidity for future operations; and • our use of certain non-GAAP financial measures.

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Our Tempur Sealy International segment consists of manufacturing, distribution and retail subsidiaries, joint ventures and licensees located in Europe, Asia-Pacific and Latin America (other than Mexico). Corporate operating expenses are not included in any of the segments and are presented separately as a reconciling item to consolidated results. We evaluate segment performance based on net sales, gross profit and operating income. For additional information refer to Note 12, "Business Segment Information," included in Part I, ITEM 1 of this Report. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy® and Stearns & Foster® and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored sleep solutions.

Cash flow & liquidity

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the 2025 Annual Report, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in ITEM 7 of Part II of the 2025 Annual Report, and the accompanying Condensed Consolidated Financial Statements and notes thereto included in this Report. Unless otherwise noted, all of the financial information in this Report is consolidated financial information for the Company. The forward-looking statements in this discussion regarding the mattress and pillow industries, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are subject to numerous risks and uncertainties.

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See "Special Note Regarding Forward-Looking Statements" elsewhere in this Report and in the 2025 Annual Report, the section titled "Risk Factors" contained in ITEM 1A of Part I of the 2025 Annual Report. Our actual results may differ materially from those contained in any forward-looking statements. In this discussion and analysis, we discuss and explain the consolidated financial condition and results of operations for the three and six months ended June 30, 2026, including the following topics: • an overview of our business and strategy; • results of operations, including our net sales and costs in the periods presented as well as changes between periods; • expected sources of liquidity for future operations; and • our use of certain non-GAAP financial measures.

Management commentary

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the 2025 Annual Report, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in ITEM 7 of Part II of the 2025 Annual Report, and the accompanying Condensed Consolidated Financial Statements and notes thereto included in this Report. Unless otherwise noted, all of the financial information in this Report is consolidated financial information for the Company. The forward-looking statements in this discussion regarding the mattress and pillow industries, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are subject to numerous risks and uncertainties.

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See "Special Note Regarding Forward-Looking Statements" elsewhere in this Report and in the 2025 Annual Report, the section titled "Risk Factors" contained in ITEM 1A of Part I of the 2025 Annual Report. Our actual results may differ materially from those contained in any forward-looking statements. In this discussion and analysis, we discuss and explain the consolidated financial condition and results of operations for the three and six months ended June 30, 2026, including the following topics: • an overview of our business and strategy; • results of operations, including our net sales and costs in the periods presented as well as changes between periods; • expected sources of liquidity for future operations; and • our use of certain non-GAAP financial measures.

Business Overview General We are the world's leading bedding company, dedicated to transforming how the world sleeps. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in more than 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams. We operate in three segments: Mattress Firm, Tempur Sealy North America and Tempur Sealy International. These segments are strategic business units that are managed separately. Our Mattress Firm segment consists of retail stores and distribution centers located in the U.S. Our Tempur Sealy North America segment consists of manufacturing, distribution and retail subsidiaries and licensees located in the U.S., Canada and Mexico (other than Mattress Firm retail and distribution locations).

Our Tempur Sealy International segment consists of manufacturing, distribution and retail subsidiaries, joint ventures and licensees located in Europe, Asia-Pacific and Latin America (other than Mexico). Corporate operating expenses are not included in any of the segments and are presented separately as a reconciling item to consolidated results. We evaluate segment performance based on net sales, gross profit and operating income. For additional information refer to Note 12, "Business Segment Information," included in Part I, ITEM 1 of this Report. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy® and Stearns & Foster® and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored sleep solutions.

As of June 30, 2026, we operated 2,842 company-owned stores, including 2,155 Mattress Firm stores, Tempur Sealy owned stores, Dreams stores and joint venture stores. Our distribution model operates through an omni-channel strategy. The Mattress Firm segment sells products through one channel: Direct. The Tempur Sealy North America and Tempur Sealy International operating business segments sell products through two channels: Direct and Wholesale. Our Direct channel includes product sales through company-owned stores, online and call centers. Our Wholesale channel includes all product sales to third-party retailers, including third-party distribution, hospitality and healthcare.

25 General Business and Economic Conditions Over the last decade, consumers have made the connection between a good night's sleep and overall health and wellness. As consumers make this connection, they are willing to invest more in their bedding purchases. We believe the bedding industry is structured for sustained long-term growth, driven by product innovation, sleep technology advancements, consumer confidence, housing formations and population growth. Due to our dedication to product innovation and other competitive advantages, we believe Somnigroup is well-positioned to take advantage of the industry’s long-term growth potential. The global bedding industry was challenged in 2025 due to certain macroeconomic pressures on the consumer, which continued during the first half of 2026.

Ongoing geopolitical conflicts, including trade disputes and the imposition of tariffs, along with the U.S. government shutdowns, may also introduce further uncertainty for the consumer. We have taken actions to mitigate the impact of proposed tariffs, and we implemented pricing actions to mitigate the remaining impact. […]

Key risks

Annual risk disclosures

10-K Period ended: December 31, 2025 Filed: February 27, 2026View report

RISK FACTORS The following risk factors and other information included in this Report should be carefully considered. Please also see "Special Note Regarding Forward-Looking Statements" on page 3 . Risks related to our Business and Economic Environment We operate in a highly competitive industry and if we are unable to compete successfully, we may lose customers and our sales may decline. Participants in the mattress and pillow industries compete primarily on price, quality, brand name recognition, product availability and product performance across a range of distribution channels. A number of our significant competitors offer mattress and pillow products that compete directly with our products. The effectiveness of our competition relative to our performance, including by established manufacturers or new entrants into the market, could have a material adverse effect on our business, financial condition and/or operating results.

For example, market participants continue to improve their channels of distribution to optimize their reach to the consumer, including by pursuing online direct-to-consumer models. In addition, retailers in the U.S. and internationally have integrated vertically in the furniture and bedding industries, and it is possible that such vertical integration may provide conditions that would negatively impact our net sales and results of operations. The pillow industry in particular is characterized by a large number of competitors, none of which is dominant. As such, conditions that substantially increase a single participant's market share could be detrimental to our financial performance. The highly competitive nature of the mattress and pillow industries means we are continually subject to the risk of loss of market share, loss of significant customers, reductions in margins and the inability to acquire new customers.

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Loss of suppliers and disruptions in the supply of our raw materials and components has increased and may continue to increase our costs of sales and reduce our ability to compete effectively. We acquire raw materials and components from a number of suppliers with manufacturing locations around the world. If we were unable to obtain raw materials and components from these suppliers for any reason, we would have to find replacement suppliers. Any substitute arrangements for raw materials and components might not be on terms as favorable to us. We maintain relatively small supplies of our raw materials and components at our manufacturing facilities, and any disruption in the shipment of supplies could interrupt production of our products, which in turn could result in a decrease of our sales or could cause an increase in our cost of sales, either of which could decrease our liquidity and profitability.

If a key supplier for an applicable component failed to supply components in the amount we require, this could significantly interrupt production of our products and increase our production costs in the near term. We have experienced and may continue to experience disruptions for a variety of reasons, including disruptions in international trade routes, changes in international trade duties and other aspects of international trade policy, labor shortages, natural disasters or climate change-related events (including severe weather events), pandemics and political events. If we are not able to successfully mitigate such supply chain risks, we could experience disruptions in production or increased costs, which may result in a decrease in our gross margin or reduced sales, and have a material adverse effect on our business, results of operations and financial condition.

Changes in economic conditions, including inflationary trends in the price of our input costs, such as raw materials, due to, among other things, current geopolitical events, have adversely affected our business and financial results and could continue to do so in the future. The bedding industry is subject to volatility in the price of petroleum-based and steel products, which affects the cost of polyurethane foam, polyester and steel innerspring component parts. The price and availability of these raw materials are subject to market conditions affecting supply and demand. Given the significance of the cost of these materials to our products, volatility in the prices of the underlying commodities has and will significantly affect profitability.

The global economy continues to experience high rates of inflation, and inflationary pressure and price uncertainty may continue in 2026. We have experienced, and may continue to experience, volatility and increases in the price of certain of these raw materials as a result of global market and supply chain disruptions and the broader inflationary environment related to the ongoing macroeconomic conditions. Interest rates remain relatively high and may continue to remain at such levels. […]

Quarterly risk disclosures

10-Q Period ended: June 30, 2026 Filed: August 7, 2026View report

The quarterly report's own risk disclosure is shown below. No changes have been inferred by comparing reports.

This excerpt could not be extracted reliably. Please consult the source report.

Annual report details

Read annual management analysis & tone analysis
10-K Period ended: December 31, 2025 Filed: February 27, 2026View report

Annual MD&A Tone Analysis

+100.0
7 · 100.0%Positive terms
0 · 0.0%Negative terms
743Analyzed annual MD&A words

Only the extracted annual management discussion is evaluated using dictionary version 1.1. Score = (positive − negative) ÷ matched terms × 100. Quarterly reports and current filings are excluded. This lexical measure does not assess financial health and may not fully capture context or negation.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes thereto included elsewhere in this Report. Unless otherwise noted, all of the financial information in this Report is consolidated financial information for the Company, including Mattress Firm's financial results for the period February 5, 2025 through December 31, 2025 (the "stub period"). The forward-looking statements in this discussion regarding the mattress and pillow industries, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are subject to numerous risks and uncertainties. See "Special Note Regarding Forward-Looking Statements" and Part I, ITEM 1A of this Report.

Our actual results may differ materially from those contained in any forward-looking statements. For results of operations comparisons relating to years ending December 31, 2024 and 2023, refer to our annual report on Form 10-K, Part II, ITEM 7: Management's Discussion and Analysis of Financial Condition and Results of Operations filed with the Securities and Exchange Commission on February 28, 2025. In this discussion and analysis, we discuss and explain the consolidated financial condition and results of operations for the years ended December 31, 2025 and 2024, including the following topics: • an overview of our business and strategy; • results of operations, including our net sales and costs in the periods presented as well as changes between periods; • expected sources of liquidity for future operations; and • our use of certain non-GAAP financial measures.

Business Overview General We are the world's largest bedding company, dedicated to transforming how the world sleeps. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in over 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams. We operate in three segments: Mattress Firm, Tempur Sealy North America and Tempur Sealy International. These segments are strategic business units that are managed separately. Our Mattress Firm segment consists of retail stores and distribution centers located in the U.S. Our Tempur Sealy North America segment consists of manufacturing, distribution and retail subsidiaries and licensees located in the U.S., Canada and Mexico (other than Mattress Firm retail and distribution locations).

Our Tempur Sealy International segment consists of manufacturing, distribution and retail subsidiaries, joint ventures and licensees located in Europe, Asia-Pacific and Latin America (other than Mexico). Corporate operating expenses are not included in any of the segments and are presented separately as a reconciling item to consolidated results. We evaluate segment performance based on net sales, gross profit and operating income. For additional information refer to Note 15, "Business Segment Information," included in Part II, ITEM 8 "Financial Statements and Supplementary Data," of this Report. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy® and Stearns & Foster®, and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored solutions.

17 As of December 31, 2025, Somnigroup operated 2,852 company-owned stores, including 2,174 Mattress Firm stores, Tempur Sealy owned stores, Dreams stores and joint venture stores. Our distribution model operates through an omni-channel strategy. The Mattress Firm segment sells products through one channel: Direct. The Tempur Sealy North America and Tempur Sealy International segments sell products through two channels: Direct and Wholesale. The Direct channel includes product sales through company-owned stores, e-commerce and call centers. The Wholesale channel includes all product sales to third-party retailers, including third-party distribution, hospitality and healthcare.

General Business and Economic Conditions We believe the bedding industry is structured for sustained growth, driven by product innovation, sleep technology advancements, consumer confidence, housing formations and population growth. In our opinion, the industry is no longer engaged in uneconomical retail store expansion, startups have shifted from uneconomical strategies to becoming profitable and legacy retailers and manufacturers have become skilled in producing profitable online sales. Over the last decade, consumers have made the connection between a good night's sleep and overall health and wellness. As consumers make this connection, they are willing to invest more in their bedding purchases, which positions us well for long-term growth. The global bedding industry was challenged in 2025 due to certain macroeconomic pressures on the consumer.

Ongoing geopolitical conflicts, including trade disputes and the imposition of tariffs, along with the potential for U.S. […]

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