Somnigroup International Inc. filed a Form 8-K with the SEC on August 26, 2026, reporting the completion of its acquisition of Leggett & Platt, Incorporated through an all-stock merger in which Leggett & Platt became a direct, wholly owned subsidiary of the company.

Key Highlights

  • Merger closed August 26, 2026: Somnigroup International Inc. and its wholly owned merger subsidiary, Sparrow Unity Corporation, consummated the acquisition of Leggett & Platt, Incorporated.
  • Exchange ratio of 0.1455: Each share of Leggett & Platt common stock was converted into the right to receive 0.1455 shares of Somnigroup common stock, with cash paid in lieu of fractional shares.
  • Merger Agreement dated April 13, 2026: The transaction was governed by an Agreement and Plan of Merger among Somnigroup, Sparrow Unity Corporation, and Leggett & Platt.
  • $1.5 billion in Leggett & Platt senior notes remain outstanding: Three series of Leggett & Platt notes, the 3.50% Senior Notes due 2027, 4.40% Senior Notes due 2029, and 3.50% Senior Notes due 2051, remain in place following the merger.
  • Tyson Hagale appointed President of Leggett & Platt: According to the filing, the company issued a press release on August 26, 2026, announcing his appointment to that role.
  • Form S-4 declared effective July 9, 2026: The Somnigroup common stock issued in the merger was registered under the Securities Act pursuant to a registration statement on Form S-4 (File No. 333-296998).

Somnigroup Absorbs Leggett & Platt in All-Stock Merger, Assumes $1.5 Billion in Debt

According to the filing, the merger was structured so that Sparrow Unity Corporation, a Missouri corporation and direct wholly owned subsidiary of Somnigroup, merged with and into Leggett & Platt, with Leggett & Platt surviving as the continuing entity and becoming a direct wholly owned subsidiary of Somnigroup (NYSE:SGI). The transaction was announced via merger agreement on April 13, 2026, and closed on August 26, 2026.

The filing details that at the effective time of the merger, each outstanding share of Leggett & Platt common stock (par value $0.01 per share) was automatically converted into 0.1455 shares of Somnigroup common stock (also par value $0.01 per share). Shares held by Leggett & Platt as treasury stock, by any Leggett & Platt subsidiary, or by Somnigroup or any Somnigroup subsidiary were cancelled. Dissenting shares were also excluded. The filing further describes the treatment of equity awards: outstanding restricted shares fully vested and were converted into the merger consideration; options were assumed and converted into Somnigroup options with adjustments based on the exchange ratio; RSU and PSU awards were assumed and converted into Somnigroup RSU awards, with outstanding PSU awards for which performance periods had ended converted based on actual performance achieved.

Under Item 2.03, the filing reports that following the merger's completion, $1.5 billion in aggregate principal amount of Leggett & Platt senior notes remains outstanding across three series. Each series, according to the filing, "is payable in accordance with its original terms on the dates and in the manner provided for in such applicable indenture." The company also disclosed that required financial statements for the acquired business and pro forma financial information will be filed by amendment no later than 71 calendar days after the date this Form 8-K was required to be filed.

What Was Disclosed

Somnigroup International Inc. reported the August 26, 2026, completion of its acquisition of Leggett & Platt through an all-stock merger at a 0.1455 exchange ratio, the assumption of $1.5 billion in Leggett & Platt senior notes, and the appointment of Tyson Hagale as President of Leggett & Platt.