EVP Global Business Strategy Montgomery David converted options into 27,802 shares and covered exercise/tax liability with 13,071 shares, increasing direct ownership by 2% to 858,570 units (SEC Form 4)
$SGI
Home Furnishings
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
SOMNIGROUP INTERNATIONAL INC. [ SGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/02/2026 | M | 2,593 | A | $0(1) | 846,432 | D | |||
| Common Stock | 01/02/2026 | F | 1,219 | D | $88.74 | 845,213 | D | |||
| Common Stock | 01/02/2026 | M | 3,579 | A | $0(1) | 848,792 | D | |||
| Common Stock | 01/02/2026 | F | 1,683 | D | $88.74 | 847,109 | D | |||
| Common Stock | 01/02/2026 | M | 2,609 | A | $0(1) | 849,718 | D | |||
| Common Stock | 01/02/2026 | F | 1,227 | D | $88.74 | 848,491 | D | |||
| Common Stock | 01/02/2026 | M | 2,243 | A | $0(1) | 850,734 | D | |||
| Common Stock | 01/02/2026 | F | 1,055 | D | $88.74 | 849,679 | D | |||
| Common Stock | 01/02/2026 | M | 2,961 | A | $0(1) | 852,640 | D | |||
| Common Stock | 01/02/2026 | F | 1,392 | D | $88.74 | 851,248 | D | |||
| Common Stock | 01/02/2026 | M | 9,619 | A | $0(1) | 860,867 | D | |||
| Common Stock | 01/02/2026 | F | 4,521 | D | $88.74 | 856,346 | D | |||
| Common Stock | 01/02/2026 | M | 4,198 | A | $0(1) | 860,544 | D | |||
| Common Stock | 01/02/2026 | F | 1,974 | D | $88.74 | 858,570 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $0(1) | 01/02/2026 | M | 2,593 | (2) | (2) | Common Stock | 2,593 | $0 | 0 | D | ||||
| Restricted Stock Units | $0(1) | 01/02/2026 | M | 3,579 | (3) | (3) | Common Stock | 3,579 | $0 | 3,578 | D | ||||
| Restricted Stock Units | $0(1) | 01/02/2026 | M | 2,609 | (4) | (4) | Common Stock | 2,609 | $0 | 5,216 | D | ||||
| Restricted Stock Units | $0(1) | 01/02/2026 | M | 2,243 | (5) | (5) | Common Stock | 2,243 | $0 | 6,727 | D | ||||
| Performance Restricted Stock Units | $0(1) | 01/02/2026 | M | 2,961 | (6) | (6) | Common Stock | 2,961 | $0 | 0 | D | ||||
| Performance Restricted Stock Units | $0(1) | 01/02/2026 | M | 9,619 | (7) | (7) | Common Stock | 9,619 | $0 | 9,622 | D | ||||
| Performance Restricted Stock Units | $0(1) | 01/02/2026 | M | 4,198 | (8) | (8) | Common Stock | 4,198 | $0 | 8,394 | D | ||||
| Restricted Stock Units | $0(1) | 01/02/2026 | A | 5,635 | (9) | (9) | Common Stock | 5,635 | $0 | 5,635 | D | ||||
| Explanation of Responses: |
| 1. Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. |
| 2. On January 4, 2022, the reporting person was granted 10,372 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 3. On January 4, 2023, the reporting person was granted 14,315 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 4. On January 4, 2024, the reporting person was granted 10,434 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 5. On January 3, 2025, the reporting person was granted 8,970 restricted stock units, vesting in four annual installments on January 4, 2026, 2027, 2028 and 2029. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. On January 2, 2026, the reporting person was granted 5,635 restricted stock units, vesting in four annual installments on January 4, 2027, 2028, 2029 and 2030. |
| Remarks: |
| /s/ Bhaskar Rao Attorney-in-Fact | 01/06/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||