Leggett & Platt, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On April 13, 2026, Somnigroup International Inc., a Delaware corporation (“Parent”), and Leggett & Platt, Incorporated, a Missouri corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Parent, Sparrow Unity Corporation, a Missouri corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Parent Parties”), and the Company, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct, wholly owned subsidiary of Parent. All defined terms used in this summary of the Merger Agreement that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. The Merger Agreement has been unanimously approved by the respective boards of directors of the Company (the “Company Board”) and the board of directors of Parent. The Merger Subject to the terms and conditions of the Merger Agreement, at the date and time the Merger becomes effective (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“Company common stock”) issued and outstanding immediately prior to the Effective Time (other than Company Cancelled Shares and Dissenting Shares, each as defined in the Merger Agreement) will be converted into and represent the right to receive 0.1455 (the “Exchange Ratio”) shares of common stock of Parent, $0.01 par value per share (“Parent common stock”) and, if applicable, cash in lieu of fractional shares (the “Merger Consideration”). The Exchange Ratio will be equitably adjusted to reflect any stock split, reverse stock split, subdivision, consolidation, combination or other reclassification of Company common stock or Parent common stock after the date of the Merger Agreement and prior to the Effective Time. It is expected that the Merger will qualify as a tax free reorganization for U.S. federal income tax purposes. Treatment of Stock Options and Stock-Based Awards Immediately prior to the Effective Time, all restrictions on outstanding Company restricted shares will lapse, and such shares will fully vest and be converted into the right to receive the Merger Consideration. As of the Effective Time, and as a result of the Merger: Each option to acquire shares of Company common stock that is outstanding immediately prior to the Effective Time will be assumed by Parent and converted into an option to acquire shares of Parent common stock (“Parent option”), with the same terms and conditions that applied to the original option. Each Parent option will represent the right to receive a number of shares of Parent common stock equal to the number of shares of Company common stock subject to the original option multiplied... Each restricted stock unit (“RSU”) award covering shares of Company common stock (“Company RSU award”) that is outstanding immediately prior to the Effective Time, other than a Company RSU award issued under the Company’s deferred compensation plans, will be assumed by Parent and converted into an RSU award covering shares of Parent common stock (“Parent RSU award”), with the same terms and conditions that applied to the original award. The number of shares of Parent common stock subject ... Each performance stock unit award covering shares of Company common stock (each, a “Company PSU award”) for which the performance period has not yet ended that is outstanding immediately prior to the Effective Time will be assumed by Parent and converted into a Parent RSU award, with the same terms and ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── conditions that applied to the original award, except that the Parent RSU award will not be subject to performance conditions. Performance will be deemed achieved at maximum, and the number of shares of Parent common stock subject to each Parent RSU award will equal 200% of the target number of shares of Company common stock subject to the Company PSU award, multiplied by the Exchange Ratio. Each Company PSU award for which the performance period has ended that is outstanding immediately prior to the Effective Time will constitute the right to receive shares of Parent common stock equal to the number of shares of Company common stock earned based on actual performance during the performance period, multiplied by the Exchange Ratio. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Stock units that track Company common stock held in participant accounts under the Company’s deferred compensation plans will be converted into notional cash investments based on the average closing price of the Company common stock for the five trading days immediately prior to the closing date of the Merger. Such notional cash will be reinvested in one or more diversified investment options as determined by the Parent board, in accordance with the directions of affected participants. Any Parent option or Parent RSU awards held by an individual who is not employed by or in service with the Company or its subsidiaries at the Effective Time will be settled solely in cash based on the closing price of Parent common stock on the applicable exercise or settlement date. Conditions to the Merger Completion of the Merger is subject to the satisfaction or waiver of certain conditions, including: approval of the Merger Agreement by the Company’s shareholders; absence of any law or order (exclusive of laws or orders issued under antitrust and competition laws or foreign investment laws, other than the Required Approvals) restraining, enjoining or otherwise prohibiting or making the Merger illegal (each, a “Legal Impediment”); receipt of approvals under certain applicable antitrust and competition laws and foreign investment laws, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Required Approvals”); ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── approval for listing the shares of Parent common stock issuable to the Company’s shareholders as Merger Consideration on the New York Stock Exchange (the “NYSE”); the effectiveness of the registration statement on Form S-4 to be filed by Parent and the absence of any stop order or pending proceeding with respect thereto; a customary “bringdown” of the Parent Parties’ and the Company’s representations and warranties; compliance by the Parent Parties and the Company with the covenants in the Merger Agreement in all material respects; and the absence of a material adverse effect on either Parent or the Company. Representations, Warranties and Covenants The Merger Agreement contains customary representations and warranties of the Parent Parties and the Company. The Merger Agreement also contains customary mutual pre-closing covenants, including the obligation of Parent and the Company to conduct their respective businesses in the ordinary course of business consistent with past practice and to refrain from taking certain specified actions without the consent of the other party. The Company has agreed to customary non-solicitation obligations related to soliciting or engaging in any discussions or negotiations regarding competing proposals. Notwithstanding these non-solicitation obligations, prior to approval of the Merger Agreement by the Company’s shareholders and under certain specified circumstances, the Company Board may change its recommendation of the transaction and terminate the Merger Agreement to accept a competing transaction that the Company Board determines is superior to the Merger (a “Superior Proposal”). If the Company has received a Superior Proposal and the Company Board determines in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders, then the Company Board may (i) effect a Change of Board Recommendation (as defined in the Merger Agreement) with respect to such Superior Proposal or fail to include the Company Board Recommendation in the Proxy Statement/Prospectus (as defined in the Merger Agreement) or (ii) terminate the Merger Agreement, subject to payment of the termination fee described below to Parent. Prior to taking such actions, the Company must provide Parent with at least four business days’ notice (the “Notice Period”) of the Company’s intention to take such action, which notice must specify the material terms and conditions of the Acquisition Proposal (as defined in the Merger Agreement) and a copy of the available proposed transaction agreement to be entered into in respect of such Acquisition Proposal. To the extent Parent desires to negotiate, the Company is required to engage in good faith negotiations with Parent during the Notice Period regarding any adjustments to the terms and conditions of the Merger Agreement proposed in writing by Parent. In the event of any material modifications to an Acquisition Proposal that has triggered a Notice Period, the Company is required to deliver a new written notice to Parent at which point the Notice Period shall be the longer of the remaining period of the prior Notice Period and two business days with respect to such revised Superior Proposal from the date of such new notice. Subject to similar provisions and requirements in the Merger Agreement, including a four-business day notice period, the Company Board may also effect a Change of Board Recommendation with respect to an Intervening Event (as defined in the Merger Agreement). Termination Provisions The Merger Agreement contains provisions granting Parent and the Company the right to terminate the Merger Agreement under specified circumstances, including: by mutual consent of Parent and the Company; if the Merger is not completed by January 13, 2027, or as this date is automatically extended at certain times up until April 13, 2028 if all the conditions to the Merger Agreement are satisfied other than receipt of the Required Approvals (the “Outside Date”); ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── if a Legal Impediment permanently restrains, enjoins or prohibits the completion of the Merger; if the Company fails to obtain approval of the Merger Agreement by the Company’s shareholders; if the Company Board (a) changes or withdraws its recommendation that the Company’s shareholders approve the Merger Agreement, (b) enters into a definitive agreement with another party that submitted a Superior Proposal and (c) pays Parent the Company Termination Fee (as defined below); or if the other party breaches its representations, warranties, agreements or covenants contained in the Merger Agreement so that the conditions to the Merger would not be satisfied and has failed to cure the breach within a specified time period. If the Merger Agreement is terminated due to a failure to complete the Merger by the Outside Date as result of failing to obtain the Required Approvals or pursuant to a Legal Impediment related to the Required Approvals, Parent will be required to pay the Company $80,000,000. Furthermore, Parent and the Company have agreed to extend the material terms of their existing supply agreement for up to two years, upon the termination of the Merger Agreement under certain specified circumstances. Subject to the terms and conditions of the Merger Agreement, if, prior to receiving approval of the Merger Agreement by the Company’s shareholders, the Merger Agreement is terminated due to the Company Board changing its recommendation in connection with the Merger and the Company enters into, a definitive agreement with respect to a Superior Proposal, the Company will be required to pay Parent $64,000,000 (the “Company Termination Fee”). In addition, if the Merger Agreement is terminated due to failing to complete the Merger by the Outside Date, the Company’s failure to obtain shareholder approval or the Company’s breach of its representations, warranties or covenants contained in the Merger Agreement, a competing proposal was publicly announced prior to the Company’s shareholder meeting and within 12 months following such termination, the Company enters into a material definitive agreement with respect to, or consummates, an Acquisition Proposal, the Company will be required to pay Parent the Company Termination Fee. The Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement. The Merger Agreement has been included to provide security holders and investors with information regarding its terms. It is not intended to provide any other factual information about Parent, the Company or any other person. The representations, warranties and covenants contained in the Merger Agreement were made solely for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders and investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Parent Parties or the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Parent’s or the Company’s public disclosures. Following the Effective Time, the shares of Company common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 7.01 Regulation FD Disclosure. On April 13, 2026, Parent and the Company announced that they had entered into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. In addition, on April 13, 2026, Parent and the Company released a joint investor presentation. A copy of the joint investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.