Somnigroup International Inc. SGI
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 28, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
5 paragraphs in Risk Factors of the 10-K filed Feb 27, 2026 with nothing like them in the 10-K filed Feb 28, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
The Company may not realize the benefits it expects from the Mattress Firm Acquisition or acquisitions or other strategic transactions it may pursue in the future.
•delays in closing or the inability to close an acquisition for any reason, including third-party consents or approvals;
We could also issue a significant number of shares of our common stock in the future in connection with acquisitions. Any of these issuances could dilute our existing stockholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of our common stock.
In addition, in connection with the acquisition of Mattress Firm, we have committed to maintain a merchandising plan that provides 43% of horizontal premium ($1,500+) floor slots for the placement of third-party premium mattresses. Failure to comply with this commitment could result in legal or administrative proceedings, such as regulatory action or private litigation, and could harm our business, reputation and financial condition.
disruption in our operations or additional expenses caused by the long-term effects of climate change could have a material adverse effect on our operations.
Paragraphs in the 10-Q filed Nov 9, 2026 that were not in the one before
New in the latest 10-Q
35 paragraphs in the 10-Q filed Nov 9, 2026 with nothing like them in the 10-Q filed Aug 7, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
On August 26, 2026, the Company completed its previously announced acquisition of Leggett & Platt, a leading manufacturer of engineered components and products for the bedding, furniture, flooring, textile, automotive and industrial markets. Founded in 1883, Leggett & Platt operates approximately 100 manufacturing facilities across 19 countries and is a key supplier of bedding components, including innersprings, specialty foam, adjustable bed mechanisms and machinery. The acquisition strengthens the Company's vertical integration strategy by bringing a critical part of its supply chain in-house, enhancing product innovation, operational efficiency and global manufacturing capabilities across its portfolio.
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Following the Leggett & Platt Acquisition, the Company utilizes third-party programs that allow suppliers to be paid earlier at a discount. While the Company continues to make payments based on its customary terms, a supplier can elect to take payment from a third party earlier with a discount, and in that case, the Company pays the third party on the original due date of the invoice. Contracts with suppliers are negotiated independently of supplier participation in the programs, and the Company cannot increase payment terms pursuant to the programs. The accounts payable settled through the third-party programs, which remain on the Condensed Consolidated Balance Sheet, were approximately $ 110.0 million at September 30, 2026.
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In connection with the Leggett & Platt Acquisition, the Company assumed certain outstanding Leggett & Platt equity awards, including restricted stock units ("RSUs"), performance restricted stock units ("PRSUs") and stock options (the "Somnigroup Assumed Awards"). These awards were converted to Somnigroup awards based on the merger exchange ratio of 0.1455 and retained the remaining service periods and other applicable terms of the original Leggett & Platt awards.
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The Leggett & Platt deferred compensation plans were converted into notional cash investments based on the average closing price of Leggett & Platt common stock for the five trading days immediately prior to the closing date of the merger (the "Leggett & Platt Cash-Settled Plans").
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(in millions) ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Common stock of the Company (1) $ 1,273.9 Leggett & Platt Cash-Settled Plans attributable to pre-combination service (2) 32.5 Somnigroup Assumed Awards attributable to pre-combination service (3) 16.1 Effective settlement of pre-existing relationships (4) (32.9) Total consideration $ 1,289.6 Non-controlling interest 0.6 Less: Cash acquired (560.2) Net consideration transferred $ 730.0 (1) The stock consideration of 19.9 million shares of Somnigroup International common stock represents a value of $64.09 per share, which is the closing price per share of the Company's common stock on the NYSE on the trading day immediately prior to the date of acquisition. (2) Represents the fair value of the Leggett & Platt Cash-Settled Plans related to the pre-combination service period. (3) Represents the fair value of the Somnigroup Assumed Awards related to the pre-combination service period of $21.7 million, net of deferred income taxes of $5.6 million. (4) Represents the effective settlement of Leggett & Platt's outstanding receivables from Somnigroup. No gain or loss was recognized on this settlement.
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Show the other 30
The fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available to management at the time the unaudited Condensed Consolidated Financial Statements were prepared. The Company will finalize the valuation and complete the purchase price allocation as soon as practical, but no later than the measurement period of one year from the Leggett & Platt Acquisition date. The most significant open items include the estimation of certain long-lived and intangible assets and the accounting for leases, as management is awaiting additional information to complete its assessment of these matters. The Company has not completed its analysis of the income tax effects of the Leggett & Platt Acquisition, including its review of the book and tax bases of the assets acquired and liabilities assumed, applicable jurisdictional tax rates, acquired tax attributes, tax assessments, and the tax effects of other preliminary purchase accounting adjustments. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. The finalization of the Company’s purchase accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed, which could be material.
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Fair Value Useful Life Trade name $ 111.9 Indefinite Customer relationships 81.3 8 years Technology 31.8 9 years Total identifiable intangible assets $ 225.0
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(unaudited) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2026 2025 2026 2025 Pro Forma Adjustments to Net Sales, as Reported: Leggett & Platt pre-acquisition net revenue 573.5 1,036.4 2,491.4 3,116.5 Elimination of Leggett & Platt intercompany sales to Somnigroup (36.5) (77.1) (154.6) (210.1) Total adjustments to net sales $ 537.0 $ 959.3 $ 2,336.8 $ 2,906.4 Pro Forma Adjustments to Net Income (Loss), as Reported: Leggett & Platt pre-acquisition (loss) income (1) (27.9) 127.1 39.2 210.2 Transaction costs (2) 33.4 — 45.4 (45.4) Leggett & Platt purchase price allocation adjustments (3) 7.5 (17.4) (8.3) (71.7) Tax effect of pro forma adjustments (4) (10.6) 4.5 (9.7) 30.4 Total adjustments to net income $ 2.4 $ 114.2 $ 66.6 $ 123.5
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(1) For the three and nine months ended September 30, 2026, Leggett & Platt's pre-acquisition (loss) income included transaction costs associated with the acquisition of $54.6 million.
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As a result of Amendment No. 5 and the Company's prepayment of the outstanding Term B Loan, the Company recognized $ 13.0 million of loss on extinguishment of debt, which includes the write-off of $9.4 million of unamortized deferred financing costs and $3.6 million of legal and professional fees.
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In connection with the Leggett & Platt Acquisition, the Leggett & Platt Senior Notes of $ 1.5 billion remain outstanding as general unsecured senior obligations of Leggett & Platt, Incorporated and do not benefit from any guarantees. The Company recorded a discount of $ 224.1 million to reflect the total fair value of $ 1.3 billion on the date of the Leggett & Platt Acquisition. The discount is recorded as a reduction to long-term debt in the Condensed Consolidated Balance Sheet and is being amortized into interest expense over the remaining terms of each note, as described below.
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The Company recorded the outstanding $ 500.0 million aggregate principal amount of 3.50 % senior notes due 2051 (the “2051 Leggett & Platt Senior Notes”) at a discount of $ 201.5 million to reflect its fair value of $ 298.5 million on the date of the Leggett & Platt Acquisition. The 2051 Leggett & Platt Senior Notes are general unsecured senior obligations of Leggett & Platt, Incorporated and do not benefit from any guarantees. The 2051 Leggett & Platt Senior Notes mature on November 15, 2051, and interest is payable semi-annually in arrears on each May 15 and November 15.
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The 2051 Leggett & Platt Senior Notes were issued pursuant to the Senior Indenture dated May 6, 2005 between Leggett & Platt, Incorporated and U.S. Bank Trust Company, National Association (successor in interest to The Bank of New York Mellon Trust Company, NA, which was successor in interest to JPMorgan Chase Bank, N.A.), as Trustee (the “L&P Senior Indenture”) (as modified by the Officer’s Certificate pursuant to Section 3.1 of the Indenture, dated as of November 16, 2017).
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Leggett & Platt, Incorporated has the option to redeem all or a portion of the 2051 Leggett & Platt Senior Notes at any time on or after May 15, 2051. The redemption price is 100 % of the principal amount, plus accrued and unpaid interest, if any. In addition, Leggett & Platt, Incorporated has the option at any time prior to May 15, 2051 to redeem some or all of the 2051 Leggett & Platt Senior Notes at 100 % of the original principal amount plus a "make-whole" premium and accrued and unpaid interest, if any.
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The 2051 Leggett & Platt Senior Notes restrict the ability of Leggett & Platt, Incorporated and its subsidiaries, to, among other things: (i) incur, directly or indirectly, secured indebtedness and (ii) enter into sale and leaseback transactions on their principal property. These covenants are subject to a number of exceptions and qualifications.
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The Company recorded the outstanding $ 500.0 million aggregate principal amount of 4.40 % senior notes due 2029 (the “2029 Leggett & Platt Senior Notes”) at a discount of $ 14.1 million to reflect its fair value of $ 485.9 million on the date of the Leggett & Platt Acquisition. The 2029 Leggett & Platt Senior Notes are general unsecured senior obligations of Leggett & Platt, Incorporated and do not benefit from any guarantees. The 2029 Leggett & Platt Senior Notes mature on March 15, 2029, and interest is payable semi-annually in arrears on each March 15 and September 15.
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The 2029 Leggett & Platt Senior Notes were issued pursuant to L&P Senior Indenture (as modified by the Officer’s Certificate pursuant to Section 3.1 of the Indenture, dated as of March 7, 2019).
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Leggett & Platt, Incorporated has the option to redeem all or a portion of the 2029 Leggett & Platt Senior Notes at any time on or after December 15, 2028. The redemption price is 100 % of the principal amount, plus accrued and unpaid interest, if any. In addition, Leggett & Platt, Incorporated has the option at any time prior to December 15, 2028 to redeem some or all of the 2029 Leggett & Platt Senior Notes at 100 % of the original principal amount plus a "make-whole" premium and accrued and unpaid interest, if any.
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The 2029 Leggett & Platt Senior Notes restrict the ability of Leggett & Platt, Incorporated and its subsidiaries, to, among other things: (i) incur, directly or indirectly, secured indebtedness and (ii) enter into sale and leaseback transactions on their principal property. These covenants are subject to a number of exceptions and qualifications.
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The Company recorded the outstanding $ 500.0 million aggregate principal amount of 3.50 % senior notes due 2027 (the “2027 Leggett & Platt Senior Notes”) at a discount of $ 8.5 million to reflect its fair value of $ 491.5 million on the date of the Leggett & Platt Acquisition. The 2027 Leggett & Platt Senior Notes are general unsecured senior obligations of Leggett & Platt, Incorporated and do not benefit from any guarantees. The 2027 Leggett & Platt Senior Notes mature on November 15, 2027, and interest is payable semi-annually in arrears on each May 15 and November 15.
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The 2027 Leggett & Platt Senior Notes were issued pursuant to L&P Senior Indenture (as modified by the Officer’s Certificate pursuant to Section 3.1 of the Indenture, dated as of November 16, 2017).
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Leggett & Platt, Incorporated has the option to redeem all or a portion of the 2027 Leggett & Platt Senior Notes at any time on or after August 15, 2027. The redemption price is 100 % of the principal amount, plus accrued and unpaid interest, if any. In addition, Leggett & Platt, Incorporated has the option at any time prior to August 15, 2027 to redeem some or all of the 2027 Leggett & Platt Senior Notes at 100 % of the original principal amount plus a "make-whole" premium and accrued and unpaid interest, if any.
Read in the 10-Q
The 2027 Leggett & Platt Senior Notes restrict the ability of Leggett & Platt, Incorporated and its subsidiaries, to, among other things: (i) incur, directly or indirectly, secured indebtedness and (ii) enter into sale and leaseback transactions on their principal property. These covenants are subject to a number of exceptions and qualifications.
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In connection with the Leggett & Platt Acquisition, the Somnigroup Assumed Awards were converted into Company awards based on the merger exchange ratio of 0.1455 and retained the remaining service periods and other applicable terms of the original Leggett & Platt awards. Outstanding Leggett & Platt PRSUs with remaining performance periods were converted into Company RSUs at maximum performance achievement, with 50 % to be settled in Company common stock and 50 % in cash upon vesting. Outstanding Leggett & Platt RSUs were converted into Company RSUs to be settled in Company common stock upon vesting. Outstanding Leggett & Platt stock options were converted into Company stock options to be settled in Company common stock upon exercise.
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• Leggett & Platt net sales were $372.6 million for the Leggett & Platt stub period, with $271.3 million reported in the Wholesale bedding and furnishings channel and $101.3 million reported in the Specialized products channel.
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• Leggett & Platt operating expenses were $45.0 million for the Leggett & Platt stub period.
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administrative and other expenses, partially offset by decreases in advertising expenses and other selling and marketing expenses.
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• Leggett & Platt operating income was $21.0 million and operating margin was 5.6% for the Leggett & Platt stub period.
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• Leggett & Platt net sales were $372.6 million for the Leggett & Platt stub period with $271.3 million reported in the Wholesale bedding and furnishings channel, and $101.3 million reported in the Specialized products channel.
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• Leggett & Platt operating expenses were $45.0 million for the Leggett & Platt stub period.
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• Leggett & Platt operating income was $21.0 million and operating margin was 5.6% for the Leggett & Platt stub period.
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In connection with the Leggett & Platt Acquisition, the Leggett & Platt Senior Notes of $1.5 billion remain outstanding as general unsecured senior obligations of Leggett & Platt, Incorporated and do not benefit from any guarantees. The outstanding senior notes consist of $500.0 million aggregate principal amount of 3.50% senior notes due 2027, $500.0 million aggregate principal amount of 4.40% senior notes due 2029, and $500.0 million aggregate principal amount of 3.50% senior notes due 2051.
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Three Months Ended (in millions, except per share amounts) September 30, 2026 September 30, 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Net income $ 163.5 $ 177.4 Transaction costs (1) 35.5 (0.9) Business combination charges, Leggett & Platt (2) 14.8 — Loss on extinguishment of debt (3) 13.0 — Non-cash effects of purchase accounting (4) 10.0 — Business combination charges, Mattress Firm (5) 9.0 32.2 Supply chain transition costs (6) — 7.3 Disposition-related costs (7) — 1.3 Adjusted income tax provision (8) (16.9) (15.9) Adjusted net income $ 228.9 $ 201.4 Adjusted earnings per common share, diluted $ 1.04 $ 0.95 Diluted shares outstanding 220.2 212.5
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(8) We completed the Leggett & Platt Acquisition on August 26, 2026 and designated this subsidiary as restricted under the 2023 Credit Agreement. For covenant compliance purposes, we included $330.5 million of Leggett & Platt adjusted EBITDA for the period prior to acquisition in our calculation of adjusted EBITDA per credit facility for the trailing twelve months ended September 30, 2026.
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Controls and procedures
During the third quarter of 2026, the Company completed the Leggett & Platt Acquisition on August 26, 2026. As a result, the Company began integrating Leggett & Platt's internal controls within our internal controls over financial reporting framework and commenced controls assessment activities. In accordance with the SEC's published guidance, because we acquired these operations during the fiscal year, these operations will be excluded from our assessment of internal controls over financial reporting for the year ending December 31, 2026.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 9, 2026 against Item 1A of the 10-K filed Feb 27, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
This 10-Q has no Item 1A (Risk Factors) text of its own, so there is nothing to compare. Many companies leave it out when their risks have not changed.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 27, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 28, 2025
Where each one is used
- stearns foster: Each year we invest significant time and resources in research and development to improve our product offerings and launch new products. For example, in 2026, we plan to launch an all-new collection of Stearns & Foster products in North America, and in 2025, we launched an all-new collection of Sealy Posturepedic®...
- foster products: Each year we invest significant time and resources in research and development to improve our product offerings and launch new products. For example, in 2026, we plan to launch an all-new collection of Stearns & Foster products in North America, and in 2025, we launched an all-new collection of Sealy Posturepedic®...
- product brands: Certain of our trademarks are currently registered in the U.S. and are registered or pending in foreign jurisdictions. Certain other trademarks are the subject of protection under common law. However, there can be no assurance that the steps we take to protect our trademarks in the U.S. and foreign jurisdictions...
- without authorization: Certain of our trademarks are currently registered in the U.S. and are registered or pending in foreign jurisdictions. Certain other trademarks are the subject of protection under common law. However, there can be no assurance that the steps we take to protect our trademarks in the U.S. and foreign jurisdictions...
- negatively impacted: Approximately 20.6% of our net sales were generated outside of the U.S. in 2025. We conduct our business in a wide variety of currencies and are therefore subject to market risk relating to changes in foreign exchange rates. If the U.S. dollar strengthens relative to the Euro or other foreign currencies where we...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
5 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
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