David Montgomery - Feb 16, 2024 Form 4 Insider Report for TEMPUR SEALY INTERNATIONAL, INC. (TPX)

Role: EVP Global Business Strategy
Signature: /s/ Bhaskar Rao Attorney-in-Fact
Stock symbol: TPX
Transactions as of: Feb 16, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/21/2024, 04:25 PM
Previous filing: Jan 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TPX	Common Stock	Gift	$0	-60K	-6.35%	$0.00	885K	Feb 20, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TPX	Performance Restricted Stock Units	Award	$0	+28.9K		$0.00	28.9K	Feb 16, 2024	Common Stock	28.9K	$0.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person gifted the shares to a charitable foundation. The reporting person no longer has beneficial ownership of such shares as he has no beneficial ownership interest in the charitable foundation.
F2	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 Compensation 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.

Content

The reporting person gifted the shares to a charitable foundation. The reporting person no longer has beneficial ownership of such shares as he has no beneficial ownership interest in the charitable foundation.

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 Compensation 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.