Somnigroup to acquire Leggett & Platt in all-stock merger; exchange ratio 0.1455

SOMNIGROUP INTERNATIONAL INC.

Each LEG share converts to 0.1455 shares of SGI common stock; no cash consideration except for fractional shares.
Deal valued based on SGI closing price; boards of both companies unanimously approved.
Closing conditions include LEG stockholder approval, HSR clearance, and no material adverse change.
Termination fees: $64M payable by LEG for superior proposal; $80M payable by Somnigroup for antitrust failure.
Equity awards converted: options assumed, RSUs converted, PSUs vest at 200% of target with exchange ratio.

Key facts

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SOMNIGROUP INTERNATIONAL INC. entered into Agreement and Plan of Merger with Leggett & Platt, Incorporated (effective 2026-04-13).

Action: entry
Agreement: merger
Counterparty: Leggett & Platt, Incorporated
Effective: 2026-04-13

Exact text from the filing

On April 13, 2026, Somnigroup International Inc., a Delaware corporation ("Somnigroup") entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Leggett & Platt, Incorporated, a Missouri corporation ("Leggett & Platt") and Sparrow Unity Corporation, a Missouri corporation and direct, wholly owned subsidiary of Somnigroup ("Merger Sub"), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Leggett & Platt (the "Merger"), with Leggett & Platt surviving the Merger as a direct wholly owned subsidiary of Somnigroup.

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Source: SEC EDGAR

accession 0001206264-26-000048

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