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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 18, 2025
SOMNIGROUP INTERNATIONAL INC.
(Exact name of registrant as specified in its charter) | | | | | | | | |
Delaware | 001-31922 | 33-1022198 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
1000 Tempur Way
Lexington, Kentucky 40511
(Address of principal executive offices) (Zip Code)
(800) 878-8889
(Registrant’s telephone number, including area code)
Tempur Sealy International, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of exchange on which registered |
Common Stock, $0.01 par value | SGI | New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As previously announced on February 5, 2025, the Board of Directors (the "Board") of Tempur Sealy International, Inc. (the "Company") approved a change in the Company's name to 'Somnigroup International Inc.', which would be effective at a later date. The Company's name change became effective as of February 18, 2025 (the "Effective Date") with the filing of the Company's Third Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Division of Corporations on February 5, 2025 ("Third Amendment"). The Third Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
In connection with the Third Amendment, the Board also adopted and approved the Eighth Amended and Restated By-Laws of the Company ("Eighth Amendment"), effective as of the Effective Date, solely to reflect the new name of the Company. No other changes were made. The Eighth Amendment is attached hereto as Exhibit 3.2 and incorporated herein by reference.
In connection with the name change, the Company's common stock began trading on the New York Stock Exchange under a new ticker symbol "SGI" as of the Effective Date
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number | | Description |
3.1 | | |
3.2 | | |
104 | | Cover page interactive data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 18, 2025 | | | | | | | | |
| Somnigroup International Inc. |
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| By: | /s/ Bhaskar Rao |
| Name: | Bhaskar Rao |
| Title: | Executive Vice President & Chief Financial Officer |