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8-K2026-04-13· grok-4-1-fast-non-reasoning

SGI · Somnigroup International Inc

0001140361-26-014337

SEC filing

Summary

Somnigroup International Inc. announced a definitive all-stock agreement to acquire Leggett & Platt for approximately $2.5 billion, valued based on its April 10, 2026 closing share price.

Key takeaways

Full analysis

Somnigroup International Inc. has entered a definitive merger agreement to acquire Leggett & Platt in an all-stock transaction valued at $2.5 billion, based on Somnigroup's closing price on April 10, 2026. Leggett & Platt shareholders will receive 0.1455 Somnigroup shares per LEG share, resulting in approximately 9% ownership of the combined entity on a fully diluted basis. The deal advances Somnigroup's vertical integration strategy by acquiring a key supplier of bedding components, while expanding into non-bedding markets like automotive, furniture, and hydraulics, thereby diversifying revenue streams and reducing category-specific volatility. Post-transaction, the combined company reflects 2025 pro forma net sales of $11.2 billion, adjusted EBITDA of $1.7 billion, and operating cash flow of $1.1 billion, operating 175 manufacturing facilities across 36 countries with over 36,000 employees. Financially, the acquisition is projected to deliver immediate adjusted EPS accretion in year one before synergies, lower net leverage, and generate $50 million in annual run-rate cost synergies from sourcing, operations, and innovation, with $10 million impacting adjusted EBITDA in the first 12 months post-close. Leggett & Platt will function as a distinct business unit akin to Tempur Sealy and Mattress Firm, retaining its Carthage, Missouri headquarters and supply agreements. Karl Glassman will lead initially, transitioning to a new CEO within 12 months. The transaction awaits Leggett & Platt shareholder approval, regulatory clearances, and customary conditions, with closure targeted by year-end 2026. Somnigroup plans to file a Form S-4 including a proxy statement/prospectus, underscoring standard M&A risks including integration challenges and market reactions.