sgi-20260317

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. _____)

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o			Soliciting Material Pursuant to § 240.14a-12

SOMNIGROUP INTERNATIONAL INC.


(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS


Date:			Wednesday, May 13, 2026

Time:			8:30 a.m. Central Time

Website:			www.virtualshareholdermeeting.com/SGI2026

Purpose:			•Elect eight Directors to each serve for a one-year term and until the Director's successor has been duly elected and qualified; •Ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the year ending December 31, 2026; •Approve, on an advisory basis, the compensation of our Named Executive Officers; •Approve a proposed amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock to 1,000,000,000; and •Transact such other business as may properly come before the annual meeting.

Record Date:			Only stockholders of record as of the close of business on March 16, 2026, are entitled to vote at the annual meeting and any adjournment or postponement of the meeting.

Joining the Virtual Annual Meeting:			This year's annual meeting will be conducted virtually via a live audio webcast, accessible at www.virtualshareholdermeeting.com/SGI2026. Please see "Frequently Asked Questions Regarding the Annual Meeting" for information about how to join and participate in the virtual annual meeting (including how to vote, view the list of stockholders of record and submit questions pertinent to the meeting).

Proxy Voting:			Your vote matters. Regardless of whether you plan to join the virtual annual meeting, please promptly submit your proxy and voting instructions via the internet or phone, or sign, date and return a proxy card (if received by mail). Stockholders are encouraged to submit proxies and voting instructions in advance of the meeting by internet or phone, or by signing, dating and returning a proxy card, as early as possible to avoid any possible delays. Your cooperation is appreciated.

Sincerely,

[insert signature]


[March 31, 2026]						SCOTT L. THOMPSON
						Chairman, President and Chief Executive Officer

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 13, 2026: The 2026 Proxy Statement and 2025 Annual Report are available at http://www.proxyvote.com.


Table of Contents


		Page
Information Concerning Solicitation and Voting		5

Frequently Asked Questions Regarding the Annual Meeting		6

Sustainability and Corporate Social Values		11
	Overview	11
	Sustainability Governance	12
	Board Diversity	13
	Business Ethics	13
	Sustainability Discussion and Mattress Firm	13
	Risk Management	13
	Environment	14
	People	15

No Incorporation By Reference		16

Board of Directors' Meetings, Committees of the Board and Related Matters		17
	Corporate Governance	17
	Certificate of Incorporation and By-Laws; Majority Voting for Directors	17
	Board of Directors' Meetings	18
	Board and Committee Independence; Audit Committee Financial Experts	18
	Board of Directors' Role in Risk Oversight	18
	Committees of the Board	19
	Board and Committee Evaluation Process	21
	Board Leadership Structure	22
	Human Resources/Capital and Talent Committee Interlocks and Insider Participation	23
	Policies Governing Director Nominations	23
	Policy Governing Related Party Transactions	25
	Designation of, and Communication with, Somnigroup International Inc.'s Board of Directors through its Lead Director	25
	Executive Sessions	25
	Charitable Contributions	26
	Board Member Attendance at Annual Meetings	26

PROPOSAL NO. 1 — ELECTION OF DIRECTORS		27
	Board of Directors	27
	Vote Required to Elect Director Nominees	27
	Board of Directors' Recommendation on Proposal No. 1	27
	Nominees to Board of Directors	27
	Executive Officers	30


		Page
Stock Ownership		32
	Director and Executive Officer Stock Ownership Guidelines	32
	Stock Ownership of Certain Beneficial Owners and Directors and Executive Officers	32
	Anti-Hedging and Anti-Pledging Policy	34

Executive Compensation and Related Information		35
	Compensation Discussion and Analysis	35
	2025 CD&A At-A-Glance	35
	2025 NEOs	36
	Results of 202 5 Say on Pay / Board Responsiveness to Stockholder Feedback	36
	Compensation Governance and Best Practices	37
	2025 Business Overview	38
	What Guides Our Program	39
	2025 Executive Compensation Program In Detail	43
	Other Compensation-Related Policies and Processes	43
	Overall Compensation Approach and Risk Incentives	46
	Human Resources/Capital and Talent Committee Report	47
	Compensation of Executive Officers	48
	Summary Compensation Table	49
	Grants of Plan-Based Awards	51
	Outstanding Equity Awards at Fiscal Year-End	53
	Option Exercises and Stock Vested	55
	Pension Benefits Table	55
	Nonqualified Deferred Compensation Table	55
	Potential Payments Upon Termination or Change in Control	55
	Employment Arrangements, Termination of Employment Arrangements and Change in Control Arrangements	56
	CEO Pay Ratio	62
	Pay Versus Performance	64

Director Compensation		68

Certain Relationships and Related Transactions		70

PROPOSAL NO. 2 — RATIFICATION OF INDEPENDENT AUDITORS		71
	Vote Required to Ratify the Appointment of Ernst & Young LLP as our Independent Auditors for 2026	71
	Board of Directors' Recommendation on Proposal No. 2	71
	Fees for Independent Auditors During the Years Ended December 31, 2025 and 2024	72
	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Auditors	72
	Audit Committee Report	73

PROPOSAL NO. 3 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		74
	Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers	74
	Board of Directors' Recommendation on Proposal No. 3	74


		Page
PROPOSAL NO. 4 — APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK		75
	Overview	75
	Purpose and Effect of the Proposal	76
	Vote Required to Approve the Amendm ent to Our Certificat e of Incorporation	76
	Board of Directors' Recommendation on Proposal No. 4	77

Other Information		78
	Stockholder Proposals for 2027 Proxy Statement	78
	Annual Report on Form 10-K	78
	Stockholders Sharing an Address	78
	Cost of Solicitation	79
	Delinquent Section 16(a) Reports	79

Appendix A - Non-GAAP Financial Information		A-1

Forward Looking Statements

This Proxy Statement contains "forward-looking" statements regarding Somnigroup International Inc.'s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in Somnigroup International Inc.'s filings with the Securities and Exchange Commission, including the risk factors discussed under the heading "Risk Factors" under Part I, ITEM 1A of the Annual Report on Form 10-K for the year ended December 31, 2025. We assume no obligation to update any of these forward-looking statements.

SOMNIGROUP INTERNATIONAL INC.

100 Crescent Ct., Suite 700

Dallas, Texas 75201


Proxy Statement

Annual Meeting of Stockholders to be Held on May 13, 2026

Information Concerning Solicitation and Voting

Our Board of Directors is soliciting proxies for the 2026 Annual Meeting of Stockholders of Somnigroup International Inc. ("Annual Meeting"). The Annual Meeting will be held at 8:30 a.m., Central Time, on May 13, 2026. This year's Annual Meeting is a virtual stockholders meeting. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SGI2026. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

Our principal executive office is located at 100 Crescent Ct., Suite 700, Dallas, Texas 75201. Our telephone number is (800) 878-8889. The Proxy Statement, form of proxy and the Notice of Availability will be distributed to our stockholders beginning on or about [March 31, 2026].

As used in this Proxy Statement, the terms "we," "our," "ours," "us," "Somnigroup," and "Company" refer to Somnigroup International Inc.

Whether or not you expect to virtually attend the Annual Meeting, we urge you to vote your shares by phone, via the internet or by signing, dating, and returning the proxy card enclosed with the paper copy of your voting materials at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Submitting your proxy now will not prevent you from voting your stock at the Annual Meeting if you want to do so, as your vote by proxy is revocable at your option.

Voting by the internet or telephone is fast and convenient, and your vote is immediately confirmed and tabulated. Or, if you prefer, you may vote by mail by returning the proxy card enclosed with the paper copy of your voting materials in the addressed, prepaid envelope provided.

Vote in Advance of the Annual Meeting

VOTE BY INTERNET

VOTE BY TELEPHONE

VOTE BY MAIL

http://www.proxyvote.com

1-800-690-6903

24 hours a day/7 days a week until 11:59 p.m. Eastern Time on May 12, 2026 for shares held directly.

Toll-free 24 hours a day/7 days a week until 11:59 p.m. Eastern Time on May 12, 2026 for shares held directly.

Sign and date the proxy card and return it in the enclosed postage-paid envelope.

Use the internet to vote your proxy. Have your proxy card in hand when you access the website.

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.

If you vote your proxy by internet or by telephone, please do NOT mail back the proxy card. You may access, view and download this year's Proxy Statement and 2025 Annual Report on Form 10-K at http://www.proxyvote.com.

Vote Online During the Annual Meeting

You will be able to vote your shares at the Annual Meeting. In order to vote at the Annual Meeting, go to www.virtualshareholdermeeting.com/SGI2026. You will need the 16-digit control number included on your Notice of Internet Availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials.

Frequently Asked Questions Regarding the Annual Meeting

Q: Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

A: Under rules adopted by the Securities and Exchange Commission ("SEC"), we are permitted to furnish proxy materials (including our 2025 Annual Report on Form 10-K) to our stockholders on the internet, rather than mailing paper copies to each stockholder. If you received a Notice Regarding the Availability of Proxy Materials (the "Notice of Availability") by U.S. or electronic mail, you will not receive a paper copy of these proxy materials unless you request one. Instead, the Notice of Availability tells you how to access and review the proxy materials and vote your shares. If you would like to receive a paper copy of our proxy materials free of charge, follow the instructions in the Notice of Availability.

Q: When is the Record Date and who may vote at the Annual Meeting?

A: Our Board of Directors (also referred to as the "Board" with the members of the Board referred to as "Directors") set March 16, 2026 as the record date for the Annual Meeting. All stockholders who owned Somnigroup common stock of record at the close of business on March 16, 2026 may virtually attend and vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held on all matters to be voted on. On March 16, 2026, there were 210,340,624 shares of Somnigroup common stock outstanding. The common stock is the only class of securities eligible to vote at the Annual Meeting. There are no cumulative voting rights.

Q. How can I attend and participate in the virtual Annual Meeting of Stockholders?

A: Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by internet or phone. All stockholders are entitled to attend the virtual Annual Meeting; however, you are entitled to vote, view the list of stockholders of record and submit questions at the Annual Meeting only if you were a stockholder of record of the Company at the close of business on the record date, or if you were a beneficial owner as of the record date. The record date was March 16, 2026.

If you plan to attend the virtual meeting, you will need to visit www.virtualshareholdermeeting.com/SGI2026. You will need the 16-digit control number included on your Notice of Internet Availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. If you do not have a 16-digit control number, you may still attend the meeting as a guest in listen-only mode. We encourage stockholders to log into the website and access the webcast early, beginning approximately 15 minutes before the Annual Meeting's 8:30 a.m. Central Time start time.

Q. Will I be able to ask questions in the virtual Annual Meeting?

A: As stated above, stockholders of record and proxy holders who provide their valid 16-digit control number will be able to participate in the Annual Meeting, which includes asking questions.

To submit questions during the Annual Meeting, stockholders may log into the virtual meeting website with their 16-digit control number, click the "Question Topic" button, followed by typing the question into the text box, and clicking the Submit icon. You will be notified that your question has been successfully submitted.

Only stockholders with a valid 16-digit control number will be allowed to ask questions. Questions pertinent to Annual Meeting matters will be answered during the meeting as time allows. If we receive substantially similar written questions, we may group such questions together and provide a single response to avoid repetition and allow time for additional question topics. If we are unable to respond to a stockholder's properly submitted question due to time constraints, we will respond directly to that stockholder using the contact information provided.

Additional information regarding the rules and procedures for participating in the virtual Annual Meeting will be provided in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website.

Q. May I submit questions before or after the Annual Meeting?

A: Yes. If you have any questions, please email the Company at investor.relations@somnigroup.com. If you provide a valid 16-digit control number and your question is provided in advance of the Annual Meeting and is an appropriate Annual Meeting matter, then we will answer your question during the Q&A session of the Annual Meeting. Otherwise, an appropriate Company representative will respond following the Annual Meeting.

Q. What if I have technical difficulties or trouble accessing the virtual Annual Meeting?

A: If you encounter technical difficulties accessing or during the virtual Annual Meeting, Technical Support Numbers will be available on the registration page up to 15 minutes prior to the start of the meeting time.

Q: How many shares must be present at the Annual Meeting?

A: A majority of Somnigroup's outstanding shares of common stock as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a quorum. Shares are counted as present at the Annual Meeting if you:

•Are virtually present at the Annual Meeting and vote during the Annual Meeting through www.virtualshareholdermeeting.com/SGI2026; or

•Have properly submitted a proxy card, via the internet, telephone or by mail.

Abstentions and "broker non-votes" (as further described below) are counted as present and entitled to vote for purposes of determining a quorum.

Q: What proposals will be voted on at the Annual Meeting?

A: There are four (4) proposals scheduled to be voted on at the Annual Meeting:

•Election of eight (8) Directors to each serve for a one-year term and until the Director's successor has been duly elected and qualified (Proposal No. 1).

•Ratification of the appointment of the firm of Ernst & Young LLP as Somnigroup's independent auditors for the year ending December 31, 2026 (Proposal No. 2).

•Advisory vote to approve the compensation of our Named Executive Officers (Proposal No. 3).

•Approval of our proposed amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock to 1,000,000,000 (Proposal No. 4).

Q: What is the voting requirement to approve the proposals?

A: Assuming a quorum is present at the Annual Meeting, the following votes will be necessary to approve the proposals described in this Proxy Statement:

Proposal

Voting Options

Vote Required

Effect of Abstentions

Effect of "Broker Non-Votes"

No. 1: Election of directors

For, against or abstain on each nominee

Affirmative vote of a majority of votes cast(*)

No effect

No. 2: Ratification of the appointment of Ernst & Young LLP as our independent auditors for 2026

For, against or abstain

Affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote thereon

Treated as votes against

N/A

No. 3: Approval, on an advisory basis, of the compensation of our Named Executive Officers

For, against or abstain

Affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote thereon

Treated as votes against

No effect

No. 4: Approval of the proposed amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 500 million to 1 billion.

For, against or abstain

Affirmative vote of a majority of outstanding shares of common stock of the Company

Treated as votes against

N/A

(*) For more details regarding contested and uncontested elections and the required resignation of directors, please refer to the section entitled "Board of Directors' Meetings, Committees of the Board and Related Matters - Certificate of Incorporation and By-Laws; Majority Voting for Directors."

Q: If I hold my shares in a brokerage account and do not provide voting instructions to my broker, will my shares be voted?

A. If you are a beneficial owner and you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of our common stock for you, your shares of our common stock will not be voted with respect to any proposal for which the stockholder of record does not have discretionary authority to vote. Rules of the New York Stock Exchange ("NYSE") determine whether proposals presented at stockholder meetings are "routine" or "non-routine." If a proposal is determined to be routine, your bank, broker, trustee or other nominee is permitted under NYSE rules to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-routine, your bank, broker, trustee or other nominee is not permitted under NYSE rules to vote on the proposal without receiving voting instructions from you. A "broker non-vote" occurs when a bank, broker, trustee or other nominee holding shares for a beneficial owner returns a valid proxy, but does not vote on a particular proposal because it does not have discretionary authority to vote on the matter and has not received voting instructions from the stockholder for whom it is holding shares.

Under the rules of the NYSE, the proposal relating to the ratification of the appointment of our independent registered public accounting firm and the amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares are discretionary proposals. Accordingly, if you are a beneficial owner and you do not provide voting instructions on these proposals to your bank, broker, trustee or other nominee holding shares for you, your shares may still be voted with respect to the ratification of the appointment of our independent registered public accounting firm and the amendment to our Amended and Restated Certificate of Incorporation, as amended to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000.

Under the rules of the NYSE, the proposals relating to election of directors and the compensation of our Named Executive Officers are non-discretionary proposals. Accordingly, if you are a beneficial owner and you do not provide voting instructions on these proposals to your bank, broker, trustee or other nominee holding shares for you, your shares will not be voted with respect to those proposals. Without your voting instructions, a broker non-vote will occur with respect to your shares on each non-discretionary proposal for which you have not provided voting instructions, if the shares are voted on any other proposal.

Q: What is Somnigroup's voting recommendations?

A: Our Board of Directors recommends that you vote your shares

•"FOR" each of the nominees to the Board (Proposal No. 1),

•"FOR" the ratification of the appointment of Ernst & Young LLP as Somnigroup's independent auditors for the year ending December 31, 2026 (Proposal No. 2),

•"FOR" the advisory vote to approve the compensation of our Named Executive Officers (Proposal No. 3), and

•"FOR" the proposal to amend our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock to 1,000,000,000 (Proposal No. 4).

Q: How would my shares be voted if I sign the card but do not specify how they should be voted?

A: If you sign and return your proxy card without indicating how you want your shares to be voted, the persons designated by the Board to vote the proxies returned pursuant to this solicitation will vote your shares as follows:

•"FOR" each of the nominees to the Board (Proposal No. 1),

•"FOR" the ratification of the appointment of Ernst & Young LLP as Somnigroup's independent auditors for the year ending December 31, 2026 (Proposal No. 2),

•"FOR" the advisory vote to approve the compensation of our Named Executive Officers (Proposal No. 3), and

•"FOR" the proposal to amend our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock to 1,000,000,000 (Proposal No. 4).

Q: Does Somnigroup International Inc. expect other business to be presented at the Annual Meeting?

A: Our Board is not aware of any business to be transacted at the Annual Meeting other than as described in this Proxy Statement. If any other item or proposal properly comes before the Annual Meeting (including, but not limited to, a proposal to adjourn the Annual Meeting in order to solicit votes in favor of any proposal contained in this Proxy Statement), the proxies will be voted as the Board recommends by the persons designated by the Board to vote the proxies.

Q: How may I vote my shares during the Annual Meeting?

A: If you choose to virtually attend the Annual Meeting and want to vote during the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. However, even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

Q: How may I vote my shares without attending the Annual Meeting?

A: You may vote by proxy. We recommend you vote by proxy even if you plan to virtually attend the Annual Meeting. You may always change your vote at the Annual Meeting. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct.

Stockholders of Record

If your shares are held in your name, you may vote by proxy in three (3) convenient ways:

Via Internet: Go to http://www.proxyvote.com and follow the instructions. You will need to enter the 16-digit control number printed on your proxy materials.

By Telephone: Call toll-free 1-800-690-6903 and follow the instructions. You will need to enter the 16-digit control number printed on your proxy materials.

In Writing: Complete, sign, date and return your proxy card in the enclosed postage-paid envelope.

You may vote by internet or telephone until 11:59 p.m. Eastern Time on May 12, 2026 for shares held directly. Proxy cards submitted by mail must be received by the time of the Annual Meeting for your shares to be voted as indicated on that proxy.

Beneficial Owners and Stockholders with Shares Held in Shareworks by Morgan Stanley

If your shares are held in street name (with your broker or bank or through Shareworks by Morgan Stanley), you may vote by submitting voting instructions to your broker, bank or nominee. Please refer to the instructions provided to you by your broker, bank or nominee.

If you provide specific voting instructions and follow the other instructions contained herein, your shares will be voted as you have instructed.

Q: How may I change my vote after I return my proxy card?

A: You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may do this by voting again at a later date via internet or telephone or by signing and submitting a new proxy card with a later date by mail or by attending the Annual Meeting and voting through www.virtualshareholdermeeting.com/SGI2026. Attending the Annual Meeting will not revoke your proxy unless you specifically request it. If your shares are held for you by a broker, bank or nominee, you must contact the broker, bank or nominee to revoke a previously authorized proxy.

Q: Where can I find the voting results of the Annual Meeting?

A: The preliminary voting results will be announced at the Annual Meeting. The final results, once known, will be published on Form 8-K within four business days of the Annual Meeting.

Sustainability and Corporate Social Values

Overview

Somnigroup is the world's largest bedding company, dedicated to transforming how the world sleeps. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in over 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams.

As the Company continues to grow, our most important beliefs remain the same, including our core value of Doing The Right Thing. We know that when we invest in a sustainable future for our organization and our world, we strengthen and fortify our business. Our Board of Directors and executive management team believe that our commitment to robust sustainability practices unlocks stockholder value and contributes to our long-term financial growth by helping us to identify and manage associated risks and opportunities most relevant to our operations.

Additional details on our approach to sustainability can be found in our annual Corporate Social Values reports located on the Somnigroup website at http://somnigroup.com under the "Sustainability" tab. In 2024, we shifted our annual sustainability reporting period to be aligned with our fiscal year ("FY"). Our latest sustainability report, published in 2025, covers our FY 2024 operations.

Sustainability Governance

Somnigroup's Nominating and Corporate Governance ("NCG") Committee has primary responsibility for oversight of risk associated with leadership structure, corporate governance matters and the Company's sustainability practices and positions. The NCG Committee reviews our practices and positions relating to sustainability, technology (including artificial intelligence) and social issues that may affect the Company's business and key stakeholders and exercises oversight on such matters. As part of this oversight, the NCG Committee reviews the effectiveness of management's strategies and programs in progressing towards the Company's goals, including with respect to responsible sourcing and waste management.

The NCG Committee is supported in its oversight of our key sustainability topics by our Human Resources/Capital and Talent Committee and our Audit Committee. The Human Resources/Capital and Talent Committee oversees risks related to compensation, leadership development and initiatives related to talent management. The Audit Committee has primary responsibility for independent, objective oversight with respect to our accounting and financial reporting functions, internal and external audit functions and systems of internal controls over financial reporting and oversight regarding the Company's legal, ethical and regulatory compliance, including safety and health, data privacy and cybersecurity risks and compliance with the Foreign Corrupt Practices Act of the United States, the Bribery Act of 2010 of the United Kingdom and similar laws and regulations.

At a management level, our Sustainability Working Group is a cross-functional team overseen by our Chief Financial Officer that plays a critical role in shaping and executing our sustainability strategy. Through partnering with internal subject matter experts and external advisors, the group helps to identify emerging sustainability-related risks and opportunities, informs strategic objectives and accelerates initiatives that advance our sustainability commitments. The Sustainability Working Group provides regular updates to the Board on sustainability initiatives, emerging opportunities and potential risks to help mitigate business impacts.

The Board's independent Lead Director and Somnigroup management conduct annual outreach to top stockholders to solicit, among other things, feedback on our sustainability initiatives and executive leadership matters. Their feedback is reviewed by the executive team and Board of Directors for their consideration. In preparation for the 2026 proxy season, and ahead of the 2026 shareholder meeting, the Board's Lead Director and management reached out to seven (7) stockholders representing approximately 39% of shares outstanding.

Executive officers are held accountable for the Company's sustainability performance, leadership development efforts and capital allocation strategy through the Strategic Initiatives performance metric of the Company's performance-based long-term equity incentive plan. See "Executive Compensation and Related Information – Compensation Discussion and Analysis – 2025 Executive Compensation Program in Detail" for more information.

Board Diversity

The Board is committed to continuing our efforts to ensure that the Board is diverse in thought and experience. In line with the Company's strategic objectives, our Directors demonstrate attributes and experience that are conducive to representing the best interests of our stockholders, including a range of skill sets, perspectives, backgrounds, and qualifications. Each Director's unique background gives the Board as a whole competence and experience in a wide variety of areas, including corporate governance and board service, executive management, investing, finance, manufacturing, consumer products, sales, marketing, human capital, and international business.

The breadth and relevance of these experiences enable the Board to provide informed oversight, anticipate market trends, and guide strategic decisions that drive sustainable growth and long-term financial performance.

Business Ethics

Somnigroup is committed to maintaining high standards of corporate governance. We believe our success is tied to being an ethical and respectful corporate citizen. We have a Code of Business Conduct and Ethics, located on the Somnigroup website at http://somnigroup.com in the "Corporate Governance" section under the "Investor Resources" tab, that applies to our entire organization. On an annual basis, all our employees receive training on this code.

It is the responsibility of each associate, executive officer, and member of the Board of Directors to promptly report perceived violations of law or our Code of Business Conduct and Ethics. Employees can report suspected violations via our Ethics Line, which is available 24 hours a day, seven days a week. Reports received through the Ethics Line are kept confidential and anonymous, except as necessary to conduct, conclude, and, if appropriate, take legal action because of the investigation. Information and metrics relating to the Ethics Line are reported to our Board of Directors.

Sustainability Discussion and Mattress Firm

The impact of any acquisitions will generally be integrated into our Sustainability and Corporate Responsibility disclosures and initiatives approximately 24 months after closing. We plan to formally incorporate Mattress Firm into our next sustainability report to be published in 2026 covering our activities in fiscal year 2025.

While we anticipate that we will apply the same or similar strategies to managing these focus areas with Mattress Firm as a part of our company, the descriptions contained herein regarding the Company's approach to Environment and People pertain to the Company immediately prior to the Mattress Firm acquisition. Because of the acquisition, we also plan to revisit, and update if needed, our key sustainability-related targets, including our goal to achieve carbon neutrality by 2040.

Risk Management

Enterprise Risk Management

We utilize an enterprise risk management process undertaken on an ongoing basis pursuant to which we seek to identify various enterprise risks related to product safety and regulatory, global environmental exposure, site environmental matters, IT system interruption and cybersecurity, supply chain matters, business continuity, health and safety incidents and other matters.

We have an enterprise risk management group that manages this process, which includes our executive team. Their activities include assessing, prioritizing, and measuring risk, responding to an escalating risk or crisis by implementing mitigation plans and auditing the results. This team formally presents to our Board of Directors on an annual basis. In addition to the formal presentation, the Board receive updates from the ERM group throughout the year.

Cybersecurity, Data Security and Privacy Protection

Our Audit Committee and Board devote significant time and attention to cybersecurity and cyber incident preparedness and response. Our Audit Committee receives a cybersecurity update at each of its quarterly meetings from the Company's Executive Vice President, Chief Information Officer or management. These updates address a range of topics, including updates on technological trends, policies and practices, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats.

We have a dedicated team that oversees and implements our cybersecurity management program, compliance with applicable legal and third-party data privacy requirements and our incident responses. Our team has a crisis management plan for security, communication and disaster recovery events. The team also provides ongoing information security awareness education, including simulated phishing training and cybersecurity training for our employees.

We often collect and process personal data from our customers during our sales process. We also process employee personal data. We have implemented a global data compliance system and have put procedures and measures in place to facilitate adherence to data privacy regulations such as the EU General Data Protection Regulation and the California Consumer Privacy Act. We have a privacy policy with additional information available on our brand websites.

Human Rights

We have a Human Rights Policy that applies to our global organization. This policy utilizes the recognized international standards set forth by the United Nations' Universal Declaration of Human Rights and the International Labor Organization. We have a zero-tolerance approach to slavery, human trafficking, and child labor, and we act ethically and with integrity in all our business dealings and relationships. We expect the same high standards from all our contractors, suppliers, and other business partners, and we expect that our suppliers will hold their own suppliers to the same high standards.

We also comply with the U.S. Securities and Exchange Commission's "conflict minerals" disclosure and reporting requirements. We undertake annual diligence to ensure that none of our products include conflict minerals (e.g., tin, gold, tungsten, tantalum) that originate in the areas covered by the conflict minerals regulations. We include cobalt in our annual due diligence efforts.

Climate Risk

We have taken steps to align our annual sustainability reporting with the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations on climate-related disclosures. Key risks identified throughout this process include transitional risks related to supply chain disruption and physical risks associated with natural disasters. Please see the TCFD table in our latest sustainability report for more information.

As part of our approach to managing climate-related impacts, we are working to reduce the GHG emissions throughout our value chain. This includes identifying opportunities to increase our use of lower-emission energy sources and to make more efficient use of natural resources throughout the manufacturing and distribution process. Both opportunities provide the chance to reduce the Company's impact on the environment while lowering resource costs, strengthening our financial resilience. We strive to continuously improve our understanding of our resource use by improving associated tracking and monitoring systems. Please see the Environment section below for more details on our approach to managing other key-environmental impacts.

Environment

Somnigroup's approach to managing our environmental impact is focused on three pillars: resource conservation, product and packaging, and waste management. This approach helps to ensure compliance with relevant regulations, better position our products to meet evolving consumer expectations, and drive long-term cost savings through efficiency gains. It also supports the management of climate risk as discussed earlier.

Resource Conservation

We are investing in resource efficiency throughout our production and distribution processes. This includes our efforts to manage risks associated with the transition to a lower-carbon economy by investing in renewable energy and reducing our greenhouse gas emissions. We are committed to achieving carbon neutrality in our global wholly owned operations by 2040. Our objective is to reduce or offset 100% of Scope 1 and 2 greenhouse gas emissions from our wholly owned manufacturing, retail, and logistics operations.

Product and Packaging

In line with our unwavering focus on consumer and employee safety and meeting the regulations of different jurisdictions, we build safety requirements into our product plans. This includes considering the entire lifecycle of our products, beginning with our supplier engagement and ensuring the safety of all materials used on our products.

Our Chemical Safety Policy demonstrates our commitment to maintaining a healthy and safe work environment for our employees and providing a safe product for our customers. It also reflects our efforts to ensure safety through comprehensive chemical safety management, compliance with regulations, rigorous product testing, and employee training and preparedness.

Waste Management

We are committed to reducing waste from our operations and improving the recyclability of our products. We seek to achieve zero waste-to-landfill status across our global operations which not only can help reduce costs related to waste management but also reinforces our efforts to improve resource efficiency throughout our production and distribution processes.

People

As a global organization, our workforce is important to us. We believe a key driver of long-term success is the strength of our workforce and we are committed to investing in our workforce. As part of our commitment to our workforce, we focus on the following key areas:

Wellness, Health, and Safety

With sleep, health, and wellness at the core of what we do every day, we recognize the importance of employee wellbeing and offer a holistic suite of programs and initiatives to support employee's health.

We also strive to continue to be proactive in our operational health and safety initiatives. We are focused on ensuring compliance with health and safety best practices, requiring employee health and safety training for 100% of our applicable employees, raising workplace awareness through safety initiatives, and identifying risk elimination opportunities.

People Development and Training

Our goal is to design and offer development opportunities that improve Company performance and meet employees' individual learning and development needs and strengthen our culture by reinforcing Company values. We use the 70/20/10 learning and development model. This approach gives employees the opportunity to develop their skills through a combination of job experience (70%), mentoring (20%), and formal training (10%). Training at Somnigroup includes, but is not limited to, formal training programs, leadership development mentorships, professional and industry conferences and education assistance.

We offer employees access to a learning management system where they can take courses on a variety of individual and leadership development topics. All our professional employees have access to this system which offers thousands of individual learning modules.

No Incorporation By Reference

In our filings with the SEC, information is sometimes "incorporated by reference." This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. This proxy statement includes several website addresses or references to additional Company reports found on those websites. These website addresses are inactive, textual references only. Unless otherwise noted, the information on these websites, including the information contained in those reports, is not part of this proxy statement and is not incorporated by reference.

Board of Directors' Meetings, Committees of the Board and Related Matters

Corporate Governance

The Company believes that sound corporate governance practices are essential to maintain the trust of our stockholders, customers, employees and other stakeholders. We believe we operate under governance practices that are transparent, up-to-date and appropriate for our industry.

The following materials related to corporate governance, including our Corporate Governance Guidelines and Code of Business Conduct and Ethics, are available on our website at: http://somnigroup.com in the "Corporate Governance" section under the "Investor Resources" tab:

•Audit Committee Charter

•By-Laws

SEC Form PRE 14A filed by Somnigroup International Inc.