Bhaskar Rao - 02 Jan 2026 Form 4 Insider Report for SOMNIGROUP INTERNATIONAL INC. (SGI)

Role
EVP & Chief Financial Officer
Signature
/s/ Bhaskar Rao
Issuer symbol
SGI
Transactions as of
02 Jan 2026
Net transactions value
-$1,733,536
Form type
4
Filing time
06 Jan 2026, 16:02:32 UTC
Previous filing
14 Aug 2025
Next filing
02 Mar 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Rao Bhaskar EVP & Chief Financial Officer C/O SOMNIGROUP INTERNATIONAL INC., 1000 TEMPUR WAY, LEXINGTON /s/ Bhaskar Rao 06 Jan 2026 0001365211

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGI Common Stock Options Exercise $0 +4,019 +1.2% $0.000000 334,500 02 Jan 2026 Direct F1
transaction SGI Common Stock Tax liability $160,886 -1,813 -0.54% $88.74 332,687 02 Jan 2026 Direct
transaction SGI Common Stock Options Exercise $0 +5,547 +1.7% $0.000000 338,234 02 Jan 2026 Direct F1
transaction SGI Common Stock Tax liability $222,027 -2,502 -0.74% $88.74 335,732 02 Jan 2026 Direct
transaction SGI Common Stock Options Exercise $0 +4,043 +1.2% $0.000000 339,775 02 Jan 2026 Direct F1
transaction SGI Common Stock Tax liability $161,862 -1,824 -0.54% $88.74 337,951 02 Jan 2026 Direct
transaction SGI Common Stock Options Exercise $0 +3,476 +1% $0.000000 341,427 02 Jan 2026 Direct F1
transaction SGI Common Stock Tax liability $139,144 -1,568 -0.46% $88.74 339,859 02 Jan 2026 Direct
transaction SGI Common Stock Options Exercise $0 +4,588 +1.3% $0.000000 344,447 02 Jan 2026 Direct F1
transaction SGI Common Stock Tax liability $183,692 -2,070 -0.6% $88.74 342,377 02 Jan 2026 Direct
transaction SGI Common Stock Options Exercise $0 +14,909 +4.4% $0.000000 357,286 02 Jan 2026 Direct F1
transaction SGI Common Stock Tax liability $605,384 -6,822 -1.9% $88.74 350,464 02 Jan 2026 Direct
transaction SGI Common Stock Options Exercise $0 +6,508 +1.9% $0.000000 356,972 02 Jan 2026 Direct F1
transaction SGI Common Stock Tax liability $260,541 -2,936 -0.82% $88.74 354,036 02 Jan 2026 Direct

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 SGI Restricted Stock Units Options Exercise $0 -4,019 -100% $0.000000 0 02 Jan 2026 Common Stock 4,019 $0.000000 Direct F1, F2
transaction SGI Restricted Stock Units Options Exercise $0 -5,547 -50% $0.000000 5,546 02 Jan 2026 Common Stock 5,547 $0.000000 Direct F1, F3
transaction SGI Restricted Stock Units Options Exercise $0 -4,043 -33% $0.000000 8,086 02 Jan 2026 Common Stock 4,043 $0.000000 Direct F1, F4
transaction SGI Restricted Stock Units Options Exercise $0 -3,476 -25% $0.000000 10,428 02 Jan 2026 Common Stock 3,476 $0.000000 Direct F1, F5
transaction SGI Performance Restricted Stock Units Options Exercise $0 -4,588 -100% $0.000000 0 02 Jan 2026 Common Stock 4,588 $0.000000 Direct F1, F6
transaction SGI Performance Restricted Stock Units Options Exercise $0 -14,909 -50% $0.000000 14,911 02 Jan 2026 Common Stock 14,909 $0.000000 Direct F1, F7
transaction SGI Performance Restricted Stock Units Options Exercise $0 -6,508 -33% $0.000000 13,010 02 Jan 2026 Common Stock 6,508 $0.000000 Direct F1, F8
transaction SGI Restricted Stock Units Award $0 +11,269 $0.000000 11,269 02 Jan 2026 Common Stock 11,269 $0.000000 Direct F1, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.