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BCS

Current Report · Items 8.01, 9.01 · 8-K

Somnigroup International Inc.

SGINYSEEQUITYCurrent

Other Events

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description Number ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 1.1 Underwriting Agreement, dated May 12, 2025, by and among Somnigroup International Inc., Goldman Sachs & Co. LLC and the Selling Stockholder named therein.…

Filed May 13, 2025Accepted May 13, 2025, 4:05 PM EDTCIK 1206264Accession 0001140361-25-018632
Share

Company context

Somnigroup is 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. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster®, and Sleepy’s®, 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.

Current securities

Recent company filings

  1. Financial Statements and ExhibitsNov 5, 2026
  2. S-8 filingSep 8, 2026
  3. S-8 POS filingSep 8, 2026
  4. 3 filingAug 28, 2026
  5. Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD DisclosureAug 26, 2026

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 9.01Item 9.01 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description Number ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 1.1 Underwriting Agreement, dated May 12, 2025, by and among Somnigroup International Inc., Goldman Sachs & Co. LLC and the Selling Stockholder named therein. 5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP. 23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP (included as part of Exhibit 5.1). 99.1 Press release announcing the launch of the offering of the Shares, dated May 12, 2025. 99.2 Press release announcing the pricing of the offering of the Shares, dated May 12, 2025. 104 Cover page interactive data file (embedded within the Inline XBRL document).
Filed exhibits (2)
EX-99.1 (by filename) ny20048629x3_ex99-1.htm

EX-99.1 4 ny20048629x3_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Somnigroup Announces Launch of Secondary Offering of Common Stock DALLAS, TX, May 12, 2025 - Somnigroup International Inc. (NYSE: SGI, “Company” or “Somnigroup”) today announced the launch of a secondary offering (the “Offering”) of 15,376,743 shares of its common stock, par value $0.01 per share, by the former majority shareholder of Mattress Firm Group Inc., which shareholder is a subsidiary of IBEX Topco B.V. (the “Selling Stockholder”). All of the shares of common stock are being sold by the Selling Stockholder, and Somnigroup will not receive any of the proceeds from the Offering. Goldman Sachs & Co. LLC is acting as the sole underwriter for the Offering. The shares of common stock are being offered pursuant to the Company’s automatically effective shelf registration statement (and prospectus) on Form S-3 previously filed with the U.S. Securities and Exchange Commission (the “SEC”). The Offering will be made only by means of a preliminary prospectus supplement and the accompanying prospectus. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus in that regist…

Open exhibit ↗
EX-99.2 (by filename) ny20048629x3_ex99-2.htm

EX-99.2 5 ny20048629x3_ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Somnigroup Announces Pricing of Secondary Offering of Common Stock DALLAS, TX, May 12, 2025 - Somnigroup International Inc. (NYSE: SGI, “Company” or “Somnigroup”) today announced the pricing of the previously announced secondary offering (the “Offering”) of 15,376,743 shares of its common stock at a price to the public of $62.00 per share. All of the shares of common stock are being sold by the former majority shareholder of Mattress Firm Group Inc., which shareholder is a subsidiary of IBEX Topco B.V., and Somnigroup will not receive any of the proceeds from the Offering. The Offering is expected to close on or about May 13, 2025, subject to customary closing conditions. Goldman Sachs & Co. LLC is acting as the sole underwriter for the Offering. The shares of common stock are being offered pursuant to the Company’s automatically effective shelf registration statement (and prospectus) on Form S-3 previously filed with the U.S. Securities and Exchange Commission (the “SEC”). The Offering is being made only by means of a preliminary prospectus supplement and the accompanying prospectus. Before you invest, you should …

Open exhibit ↗

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