Somnigroup to Acquire Leggett & Platt Investor Presentation (04/13/2026 06: 38

Published: 2026-04-13 06:46:07 ET SGI

Published on 04/13/2026 at 06:46 am EDT

Somnigroup to Acquire Leggett G Platt

A p r i l 1 3 , 2 0 2 6

Consideration

Total purchase price of approximately $2.5B, based on Somnigroup's closing share price on April 10, 2026

100% stock consideration

Leggett C Platt shareholders will receive 0.1455 shares of Somnigroup common stock in exchange for each share of Leggett C Platt stock they own

Expected Post-Closing Ownership¹

Leggett C Platt's shareholders will own approximately 9% of the combined company on a fully diluted basis

Financial Impact

Expected to be accretive to adjusted EPS² before synergies in the first year post close

Expected to lower Somnigroup's net financial leverage² and increase financial flexibility

Combination presents meaningful cost synergy opportunities with an expected net positive impact on adjusted EBITDA² of $50 million on a fully implemented annual run-rate basis, with approximately $10 million benefiting adjusted EBITDA² in the first twelve months post-closing

Management G Governance

Leggett C Platt is expected to operate as a separate business unit within Somnigroup, similar to Tempur Sealy, Mattress Firm and Dreams

Leggett C Platt's Chairman and CEO, Karl Glassman, will continue to lead Leggett C Platt following the closing date and will assist with a seamless transition to a new CEO of the Leggett C Platt business unit within twelve months of closing

Leggett C Platt to maintain its offices in Carthage, MO, and the combined company will continue to honor Leggett C Platt's existing supply agreements with customers in the bedding industry

Timing G Approvals

Anticipated to close by year-end 2026

Subject to the satisfaction of customary closing conditions, including approval by Leggett C Platt's shareholders and receipt of applicable regulatory approvals

Global Scale, Vertical Integration:

A leading international bedding company with leading, end-to-end capabilities from design and manufacturing to retail

Omnichannel Reach G Iconic Brands:

Portfolio of trusted brands and products, reaching consumers wherever they shop - online, in 2,800+ stores, and through a robust wholesale network

Relentless Innovation G Consumer Insight:

Industry-leading RCD, marketing investment and consumer access fuel product differentiation and demand as sleep becomes ever more central to health and wellness

Operational Excellence G Leverage:

Structural advantages drive superior efficiency and cash flow

Resilient Cash Generation G Disciplined Capital Allocation:

Robust free cash flow and strong balance sheet supports business reinvestment, acquisitions and shareholder returns

Connected, Proven Leadership:

Seasoned management team with track record of driving execution and growth across all business units

Poised for Industry Recovery:

Uniquely positioned to drive value as the $120 billion3 global bedding market rebounds

Leading global

bedding manufacturer

Leading U.S.

bedding retailer

Leading U.K.

bedding retailer

Leading global components designer G manufacturer

Tactical Go-to-market Strategy | Operational Excellence | Passionate Customer Service

Leggett G Platt:

Facts and Figures⁴

$4.1B

2025 sales

$385M

2025 Adj. EBITDA2

$338M

2025 Operating Cash Flow

143 Year

Heritage

Leggett G Platt Overview

Leggett C Platt is an international diversified manufacturer that conceives, designs, and produces a wide range of engineered components and products found in many homes and automobiles

Innovative proprietary products and efficient vertical integration have made Leggett one of the largest U.S.-based bedding component manufacturers:

Leggett is a supplier of innersprings, specialty foam, adjustable beds, and other bedding components and services, with global manufacturing and distribution

Leggett also produces machinery for internal production and assembly of its bedding products

Diverse manufacturing expertise, proprietary capabilities, and global scale have enabled Leggett to become a leading supplier of automotive seat comfort and convenience systems, home and work furniture components, geo components, flooring underlayment, and hydraulic cylinders

2025 Sales5

34%

28%

38%

Strong Competitive Positions in Core Markets

Trusted supplier to customers across varied, large addressable end markets

Diverse customer base with low concentration

Heritage as an Innovator

Supports bedding customers' product needs from raw materials to components to finished mattresses and foundations

Pioneer of the steel coil innerspring with a track record of innovative, proprietary products supporting the global bedding industry

Drives innovation across Specialized Products and Furniture, Flooring and Textile segments to improve product quality, increase efficiency, and support ongoing growth

Significant Operating Cash Flow

Track record of strong cash generation

Deeply Experienced Management

Team

Deep company knowledge and understanding of Leggett's diverse capabilities

Driven to succeed through people, product and innovation

A diversified manufacturer that designs and produces a broad variety of engineered components and products

1 Continues Vertical Integration Strategy

Production

4 industry-leading lab sites

110,000+ square feet of RCD

Innovation

Wholesale Distribution

70+ strategically located plants globally, supported by resilient supply chains

Marketing

DTC Retail

Bedding Products

+ 5 development C innovation centers

+ 250,000+ incremental square feet of RCD

+ 28 global manufacturing facilities, including 2 wire mills and 1 rod mill

$700M+ annual advertising spend

20,000+ third-party retail doors

2,800+ retail stores globally

40+ e-commerce platforms

Innovation Pipeline driven by

Enables end-to-end development of integrated sleep systems

Consumer Insights

Bedding Products

Innovation Pipeline driven by Engineering Expertise and Collaboration

Deployment of proprietary technologies across Somnigroup's portfolio of leading products

Key Innovation Areas

Ǫuality C Durability

Support

Comfort

Climate

Sleep Tracking

Snoring

Key Innovation Areas

Industry-Leading Co-Development Capabilities

Accelerates advancements in smart bed technologies

Ability to Serve Customers Anywhere in the Value Chain

Improves ability to serve consumers across segments

Innerspring Innovation and Production Efficiency

Enhanced Foam Performance

Combination advances Somnigroup's mission to transform how the world sleeps

ROD G WIRE AND

U.S. SPRING

Strong business in hybrid and foam mattresses

Large U.S. manufacturing and distribution footprint

Advanced foam engineering drives product differentiation

Experienced workforce supporting quality and consistent production

Vertical integration ensures availability of key raw materials

Operational scale creates durable cost advantages

Engineering, operational and commercial expertise

SPECIALTY FOAM

ADJUSTABLE BED

INTERNATIONAL BEDDING

North American footprint with established customer relationships

Vertical integration in steel and wood fabrication drives cost efficiency

Strategically positioned physical manufacturing presence in or near target geographies

Consistent quality and efficient production

Combined Company6

Expands and fortifies bedding operation and provides opportunity for diversified long-term growth and cash flow generation

Integrating Leggett C Platt's innerspring and specialty foam components generates efficiencies

Lessens reliance on any single category, product or geographic market, reducing overall volatility

Product Mix

FY '25 FY '25

12%

10%

100%

78%

17%

83%

22%

78%

Strengthens North American business by leveraging LCP's established manufacturing and distribution infrastructure in Canada and Mexico

Reduces U.S. concentration, creating a more balanced international profile with expanded footprints in Europe and China

Provides a broader global foundation to

facilitate long-term growth

Geographic Mix

Cost Synergies

Accelerated Deleveraging

Leverage2 Target Range: 2.0x - 3.0x

Operational Efficiency

End-Market Expansion

Capital Allocation Priorities

Maintenance Capex and Strategic Reinvestment

Return Value to Shareholders

Opportunistic MGA

FY '25

FY '254

FY '256

Consolidated Sales $7.5B

$4.1B

$11.2B

Adjusted EBITDA2 $1.3B

$385M

$1.7B

Capex $167M

$57M

$224M

Sourcing: Creates a platform to further increase internal sourcing and supply integration

Operations: Leverages the combined scale and vertically integrated infrastructure across manufacturing and logistics to drive operational efficiencies

Innovation: Enables tighter integration of component engineering, mattress design, and consumer insights, enabling more cost-effective, consumer-centric product development

Preliminary Expected Run-Rate Synergies3

$10M

$20M

Pre-Synergies FY '25

Post-Synergies FY '25

Purchase Price

$2.5B

Adjusted EBITDA2,7

$380M

Expected Run-Rate Synergies3

$0M

$50M

Adjusted EBITDA2 After Synergies

$380M

$430M

Expected Multiple3

6.6x

5.8x

We expect attractive cost synergies to drive value creation for the combined shareholder base

Global Scale, Vertical Integration:

A leading international bedding company with leading, end-to-end capabilities from design and manufacturing to retail

Omnichannel Reach G Iconic Brands:

Portfolio of trusted brands and products, reaching consumers wherever they shop - online, in 2,800+ stores, and through a robust wholesale network

Relentless Innovation G Consumer Insight:

Industry-leading RCD, marketing investment and consumer access fuel product differentiation and demand as sleep becomes ever more central to health and wellness

Operational Excellence G Leverage:

Structural advantages drive superior efficiency and cash flow

Resilient Cash Generation G Disciplined Capital Allocation:

Robust free cash flow and strong balance sheet supports business reinvestment, acquisitions and shareholder returns

Connected, Proven Leadership:

Seasoned management team with track record of driving execution and growth across all business units

Poised for Industry Recovery:

Uniquely positioned to drive value as the $120 billion3 global bedding market rebounds

This investor presentation contains statements that may be characterized as "forward-looking" within the meaning of the federal securities laws. Such statements might include information concerning one or more of Somnigroup International Inc.'s ("Somnigroup") and Leggett C Platt, Incorporated's ("Leggett") plans, guidance, objectives, goals, strategies, and other information that is not historical information. When used in this communication, the words "will," "targets," "expects," "anticipates," "plans," "proposed," "intends," "outlook," and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to Somnigroup's expectations regarding the impact of the proposed transaction on Somnigroup's brands, products, customer base, results of operations, or financial position, its share repurchases, adjusted EPS, net leverage, operating cash flow, net income, future performance, cost and run-rate synergies, funding sources, expected capital structure, the financial impact of Leggett's existing long-term debt, ability to deleverage after the proposed transaction, the expected timing and likelihood of

completion of the proposed transaction, the integration of Leggett with Somnigroup's business and personnel and Somnigroup's and Leggett's post-acquisition financial reporting. Any forward-looking statements contained herein are based upon current expectations and beliefs and various assumptions. There can be no assurance that these expectations and these beliefs will prove correct.

Numerous factors, many of which are beyond Somnigroup's and Leggett's control, could cause actual results to differ materially from any that may be expressed herein as forward-looking statements. These potential risks include risks associated with Leggett's ongoing operations; the ability to obtain the requisite Leggett shareholder approval; the risk that Somnigroup or Leggett may be unable to obtain governmental and regulatory approvals required for the proposed transaction (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction; the risk of delays in completing the proposed transaction; the ability to successfully integrate Leggett into Somnigroup's operations and realize synergies from the proposed transaction and the expected run-rate of such synergies; the possibility that the expected benefits of the acquisition are not realized when expected or at all; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Somnigroup's or Leggett's common stock; the risk of litigation related to the proposed transaction; the diversion of management time from ongoing business operations and opportunities as a result of the proposed transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; general economic, financial and industry conditions, particularly conditions relating to the financial performance and related credit issues present in the retail sector, as well as consumer confidence and the availability of consumer financing; the impact of the macroeconomic environment in both the U.S. and internationally on Somnigroup and Leggett; uncertainties arising from national and global events; industry competition; the effects of consolidation of retailers on revenues and costs; consumer acceptance and changes in demand for Somnigroup's and Leggett's products; and other risks inherent in Somnigroup's and Leggett's businesses.

All such factors are difficult to predict, are beyond Somnigroup's and Leggett's control, and are subject to additional risks and uncertainties, including those detailed in Somnigroup's annual report on Form 10-K for the year ended December 31, 2025, and those detailed in Leggett's annual report on Form 10-K for the year ended December 31, 2025. These risks, as well as other risks related to the proposed transaction, will be included in the Form S-4 and proxy statement/prospectus (as defined below) that Somnigroup and Leggett intend to file with the United States Securities and Exchange Commission (the

"SEC") in connection with the proposed transaction. There may be other factors that may cause Somnigroup's and Leggett's actual results to differ materially from the forward-looking statements. Neither Somnigroup nor Leggett undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Note Regarding Historical Financial Information:

In this investor presentation we provide or refer to certain historical information for Somnigroup and Leggett. For a more detailed discussion of Somnigroup's and Leggett's financial performance, please refer to Somnigroup's and Leggett's SEC filings.

Note Regarding Trademarks, Trade Names, and Service Marks:

TEMPUR®, Tempur-Pedic®, the Tempur-Pedic C Reclining Figure Design®, Tempur Breeze, ActiveBreeze®, TEMPUR-Adapt®, TEMPUR-ProAdapt®, TEMPUR-LuxeAdapt®, TEMPUR-ProBreeze®, TEMPURLuxeBreeze®, TEMPUR-Cloud®, TEMPUR-Contour , TEMPUR-Rhapsody , TEMPUR-Flex®, THE GRANDBED BY Tempur-Pedic®, TEMPUR-Ergo®, TEMPUR-UP , TEMPUR-Neck , TEMPUR-Symphony, TEMPUR-Comfort , TEMPUR-Traditional , TEMPUR-Home , Sealy®, Sealy Posturepedic®, Stearns C Foster®, Intellicoil , PrecisionFit , COCOON by Sealy , SealyChill , Mattress Firm®, and Sleepy's® are trademarks, trade names, or service marks of Somnigroup International Inc., and/or its subsidiaries. All other trademarks, trade names, and service marks in this presentation are the property of the respective owners.

No Offer or Solicitation

This investor presentation is not intended to be, and shall not constitute, an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It

In connection with the proposed transaction, Somnigroup intends to file with the SEC a registration statement on Form S-4 (the "Form S-4") that will include a proxy statement of Leggett and that will also constitute a prospectus of Somnigroup with respect to the shares of Somnigroup common stock to be issued in the proposed transaction (the "proxy statement/prospectus"). The definitive proxy statement/prospectus (if and when available) will be filed with the SEC by, and mailed to shareholders of, Leggett. Each of Somnigroup and Leggett may also file other relevant documents with the SEC regarding the proposed transaction.

This investor presentation is not a substitute for the Form S-4, the proxy statement/prospectus or any other document that Somnigroup or Leggett may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOMNIGROUP AND LEGGETT ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain copies of these documents (if and when available), as well as other filings containing information about Somnigroup and Leggett, free of charge on the SEC's website at https://www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Somnigroup will be available free of charge on Somnigroup's website at https://somnigroup.com/investor-resources/financials/sec-filings/default.aspx. Copies of the documents filed with, or furnished to, the SEC by Leggett will be available free of charge on Leggett's website at https://leggett.gcs-web.com/financials/sec-filings. The information included on, or accessible through, Somnigroup's or Leggett's website is not incorporated by reference into this investor presentation.

Participants in Solicitation

Somnigroup, Leggett and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. You can find information about Somnigroup's executive officers and directors in Somnigroup's definitive proxy statement filed with the SEC on March 31, 2026, under the section entitled "Proposal No. 1 - Election of Directors - Executive Officers," "Proposal No. 1 - Election of Directors -Nominees to Board of Directors," "Stock Ownership - Stock Ownership of Certain Beneficial Owners and Directors and Executive Officers," "Executive Compensation and Related Information - Compensation of Executive Officers" and "Director Compensation." You can find information about Leggett's executive officers and directors in Leggett's Annual Report on Form 10-K for the year ended December 31, 2025, under the sections entitled "Supplemental Information: Information about our Executive Officers" and "Directors, Executive Officers and Corporate Governance," and in Leggett's definitive proxy statement filed with the SEC on April 7, 2026, under the sections entitled "Corporate Governance and Board Matters - Director Compensation," "Proposals to be Voted On at the Annual Meeting - Proposal One: Election of Directors," "Executive Compensation and Related Matters - Compensation Discussion C Analysis" and "Security Ownership - Security Ownership of Directors and Executive Officers." Additional information regarding the interests of the participants in the solicitation of proxies will be included in the Form S-4, the proxy statement/prospectus and other relevant materials to be filed with the SEC if and when they become available. You should read the Form S-4 and the proxy statement/prospectus carefully when available before making any voting or investment decisions. You may obtain free copies of these documents using the sources indicated above.

Disclaimer

Somnigroup International Inc. published this content on April 13, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 13, 2026 at 10:45 UTC.