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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-16 · 31 added, 61 removed, 199 unchanged (32% of the section changed)

15 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Tempur Sealy International, Inc.

To the Stockholders and Board of Directors of Somnigroup International Inc.

and Subsidiaries

Opinion on Internal Control Over Financial Reporting

We have audited Tempur Sealy International, Inc.

We have audited Somnigroup International Inc.

and Subsidiaries' internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Tempur Sealy International, Inc.

In our opinion, Somnigroup International Inc.

and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

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Audit Committee Financial Experts," and "Other Information—Delinquent Section 16(a) Reports."

Somnigroup has adopted an insider trading policy governing the purchase, sale and/or other transactions in securities by employees, executive officers and directors of the Company that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

It is our policy to comply with all federal, state and foreign securities laws and other applicable law (including by obtaining appropriate corporate approvals) when engaging in transactions in our securities.

Information relating to executive officers is incorporated herein by reference from our Proxy Statement under the section entitled "Proposal No.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

The following is a list of the financial statements of Tempur Sealy International, Inc.

The following is a list of the financial statements of Somnigroup International Inc.

included in this Report, which are filed herewith pursuant to ITEM 8:

3 unchanged sentences

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Stockholders' E quity (Deficit) for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

6 unchanged sentences

2.1 Agreement and Plan of Merger, dated as of May 9, 2023, by and among Tempur Sealy International, Inc., Lima Holdings Corporation, Lima Deal Corporation LLC, Mattress Firm Group Inc., and Steenbok Newco 9 Limited, solely in its capacity as Stockholder Representative (filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K as filed on May 10, 2023) .

2.2 Amendment and Waiver to Agreement and Plan of Merger dated as of February 5, 2025 by and among Tempur Sealy International, Inc., Lima Holdings Corporation, Lima Deal Corporation LLC, Mattress Firm Group Inc.

and Steenbok Newco 9 Limited, solely in its capacity as stockholder representative.

3.1 Amended and Restated Certificate of Incorporation of Tempur-Pedic International Inc.

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(filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K as filed on May 10, 2021) .

3.4 Seventh Amended and Restated By-laws of Tempur Sealy International, Inc.

3.4 Third Certificate of Amend ment to the Amended and Restated Certificate of Incorporation of Somnigroup International Inc.

(filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K as filed on February 18 , 2025) .

3.5 Eighth Amended and Restated By-laws of Somnigroup International Inc.

(filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on February 18 , 2025 ) .

4.1 Specimen certificate for shares of common stock (filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K as filed on March 1, 2018).

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4.5 Form of 3.875% Senior Notes due 2031 (included in Exhibit 10.1 (but numbered 4.2) to the Registrant’s Current Report on Form 8-K as filed on September 24, 2021).

4.6 Description of Registered Securities.

10.1 Credit Agreement, dated as of April 6, 2016, by and among Tempur Sealy International, Inc., as parent borrower, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on April 7, 2016) .

10.2 Amendment No.

1 to Credit Agreement dated as of April 4, 2017 among Tempur Sealy International, Inc., as parent borrower, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K as filed on February 25, 2019).

10.3 Amendment No.

2 to Credit Agreement dated as of January 8, 2019 among Tempur Sealy International, Inc., as parent borrower, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K as filed on February 25, 2019).

10.4 Amendment No.

3, dated June 4, 2019, to Credit Agreement among Tempur Sealy International, Inc., as parent borrower, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q as filed on August 1, 2019).

10.5 Amendment and Restatement Agreement, dated as of October 16, 2019, by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary guarantors party thereto, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on October 17, 2019).

10.6 Amendment No.

1 dated as of May 13, 2020, by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary guarantors party thereto, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent to the Amended and Restated Credit Agreement dated as of October 16, 2019 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on May 14, 2020).

10.7 Amendment No.

3 dated February 2, 2021, by and among Tempur Sealy International, Inc, as parent borrower, the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, to the Amended and Restated Credit Amendment Agreement dated as of October 16, 2019, as amended by Amendment No.

1 dated May 13, 2020 and Amendment No 2 dated June 10, 2020 (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on February 3, 2021).

10.8 Amendment No.

4 dated as of May 26, 2021, by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary guarantors party thereto, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K/A as filed on May 27, 2021) .

10.9 Amendment No.

5 dated as of September 21, 2021, by and among Tempur Sealy International, Inc., as parent borrower and Tempur-Pedic Management, LLC, as additional borrower, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on September 21, 2021).

10.10 Amendment No.

6 dated May 19, 2023, by and among Tempur Sealy International, Inc, as parent borrower, the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, to the Amended and Restated Credit Amendment Agreement dated as of October 16, 2019, as amended (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on May 22, 2023) .

4.6 Descrip tion of Registered Securities .

10.1 Credit Agreement dated as of October 10, 2023 among Tempur Sealy International, Inc., as parent borrower, the Additional Borrowers from time to time parties thereto, the Several Lenders from time to time parties thereto, and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on October 11, 2023).

10.12 Receivables Sale and Contribution Agreement, dated as of April 12, 2017, between Tempur-Pedic North America, LLC, as seller and contributor, and Tempur Sealy Receivables LLC, as purchaser and contribute (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K as filed on April 18, 2017) .

10.13 Receivables Sale Agreement, dated as of April 12, 2017, between Sealy Mattress Manufacturing Company, LLC, as seller and Tempur-Pedic North America, LLC, as purchaser (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K as filed on April 18, 2017) .

10.14 Credit and Security Agreement, dated as of April 12, 2017, among Tempur Sealy Receivables, LLC, as borrower, Tempur Sealy International, Inc., as master servicer and Wells Fargo Bank, National Association, as lender (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on April 18, 2017) .

10.2 Amendment No.

1, dated as of September 25, 2017, to that certain Credit and Security Agreement, dated as of April 12, 2017, among Tempur Sealy Receivables, LLC, as borrower, Tempur Sealy International, Inc., as master servicer and Wells Fargo Bank, National Association, as lender (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q as filed on August 2, 2018).

10.16 Amendment No.

2, dated as of April 2, 2018, to that certain Credit and Security Agreement, dated as of April 12, 2017, among Tempur Sealy Receivables, LLC, as borrower, Tempur Sealy International, Inc., as master servicer and Wells Fargo Bank, National Association, as lender (filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q as filed on August 2, 2018).

10.17 Omnibus Amendment dated as of October 31, 2018 and constituting (a) Amendment No.

3 to the Credit and Security Agreement dated as of April 12, 2017 among Tempur Sealy Receivables, LLC, Tempur Sealy International, Inc.

and Wells Fargo Bank, National Association, (b) Amendment No.

1 to the Receivables Sale and Contribution Agreement dated as of April 12, 2017 by and between Tempur Pedic North America, LLC and Tempur Sealy Receivables, LLC and (c) Amendment No.

1 to the Receivables Sale Agreement dated as of April 12, 2017 by and between Sealy Mattress Manufacturing Company, LLC and Tempur Pedic North America, LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q as filed on November 8, 2018).

1 dated as of February 6, 2024 by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as administrative agent, to the Credit Agreement dated as of October 10, 2023 (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed on February 8, 2024).

10.3 Amendment No.

4, dated January 15, 2019, to that certain Credit and Security Agreement, dated as of April 12, 2017, among Tempur Sealy Receivables, LLC, as borrower, Tempur Sealy International, Inc., as master servicer and Wells Fargo Bank, National Association, as lender (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q as filed on May 9, 2019).

2 dated as of October 24, 2024 by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as administrative agent (filed as Exhibit 10.

1 to the Registrant's Current Report on Form 8-K as filed on October 10, 2025) .

10.4 Amendment No.

5, dated April 12, 2019, to that certain Credit and Security Agreement, dated as of April 12, 2017, among Tempur Sealy Receivables, LLC, as borrower, Tempur Sealy International, Inc., as master servicer and Wells Fargo Bank, National Association, as lender (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q as filed on May 9, 2019).

10.20 Omnibus Amendment No.

2, dated as of April 6, 2021, by and among Tempur Sealy International, Inc., Tempur Sealy Receivables, LLC, Tempur-Pedic North America, LLC, Sealy Mattress Manufacturing Company, LLC, Sumitomo Mitsui Banking Corporation, as lender, and Wells Fargo Bank, National Association, as administrative agent and as lender (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on April 8, 2021) .

10.21 Annex A to Omnibus Amendment No.

2 - Amended and Restated Receivables Sale Agreement, dated as of April 6, 2021, by and between Sealy Mattress Manufacturing Company, LLC, as seller, and Tempur-Pedic North America, LLC, as purchaser (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed on April 8, 2021).

10.22 Annex B to Omnibus Amendment No.

2 - Amended and Restated Receivables Sale and Contribution Agreement, dated as of April 6, 2021, by and between Tempur-Pedic North America, LLC, as seller and contributor, and Tempur Sealy Receivables, LLC, as purchaser and contributee (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K as filed on April 8, 2021) .

10.23 Annex C to Omnibus Amendment No.

2 - Amended and Restated Credit and Security Agreement, dated as of April 6, 2021, among Tempur Sealy International, Inc., as master servicer, Tempur Sealy Receivables, LLC, as borrower, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K as filed on April 8, 2021).

10.24 Second Amended and Restated Credit and Security Agreement dated April 6, 2023, among Tempur Sealy International, Inc., as master servicer, Tempur Sealy Receivables, LLC, as borrower, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on April 6, 2023) .

3 dated as of October 24, 2024 by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary guarantors party thereto, each lender party thereto, Bank of America, N.A., as administrative agent and Wells Fargo Securities, LLC, as lead left arranger (filed as Exhibit 10.2 to the Registra nt's Current Report on Form 8-K as filed on October 10 , 2025) .

10.5 Bond Purchase Agreement, dated October 26, 2005, by and among Tempur World LLC, Tempur Production USA, Inc.

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10.10 Form of Lender Stockholder Support Agreement, dated as of May 9, 2023, between Tempur Sealy International, Inc.

and the lender stockholders party thereto (filed as Exhibit 10.

2 to the Registrant's Current Report on Form 8-K as filed on May 10, 2023).

and the lender stockholders party thereto(filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed on May 10, 2023).

10.11 Form of Management Lock-Up Agreement, dated as of May 9, 2023, between Tempur Sealy International, Inc.

and the management holders party thereto (filed as Exhibit 10.

3 to the Registrant's Current Report on Form 8-K as filed on May 10, 2023).

and the management holders party thereto (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K as filed on May 10, 2023).

10.12 Amended and Restated Non-Employee Director Deferred Compensation Plan (filed as Exhibit 10.15 to the Registrant's Annual Report on Form 10-K as filed on February 13, 2015) .

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and Steven Rusing (filed as Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K as filed on February 24, 2020).

10.46 Form of Stock Option Agreement under the 2013 Equity Incentive Plan (Director) (filed as Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q as filed on November 8, 2013).

10.27 Form of Stock Option Agreement under the 2013 Equity Incentive Plan (filed as Exhibit 10.37 to Registrant's Annual Report on Form 10-K as filed on February 13, 2015) .

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10.33 Form of 2020 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.63 to the Registrant's Annual Report on Form 10-K as filed on February 24, 2020).

10.54 Form of 2020 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.63 to the Registrant's Annual Report o n Form 10-K as filed on February 24, 2020).

10.34 Form of 2020 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.64 to the Registrant's Annual Report on Form 10-K as filed on February 24, 2020).

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10.38 Form of 2022 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.63 to the Registrant's Annual Report on Form 10-K as filed on February 22, 2022).

10.60 Form of 2023 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 (filed as Exhibit 10.60 to the Registrant's Annual Rep ort on Form 10-K as filed on February 17, 2023) .

10.61 Form of 2023 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 202 2 (filed a s Exhibit 10.61 to the R e gistrant's Annual Report on Form 10-K as filed on February 17, 2023).

10.62 Form of 2024 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 .

10.39 Form of 2023 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 (filed as Exhibit 10.60 to the Registrant's Annual Report on Form 10-K as filed on February 17, 2023) .

10.40 Form of 2023 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 (filed as Exhibit 10.61 to the Registrant's Annual Report on Form 10-K as filed on February 17, 2023).

10.41 Form of 2024 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 (filed as Exhibit 10.62 to the Registrant 's Annual Report on Form 10-K as filed on February 16 , 202 4) .

10.42 Form of 2024 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 (filed as Exhibit 10.6 3 to the Registrant's Annual Report on Form 10-K as filed on February 16 , 2024 ) .

10.43 F orm of 202 5 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity I ncentive Plan as amended May 5, 2022 .

10.44 Form of 2025 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022.

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Thompson (filed as Exhibit 10.6 to Registrant’s Current Report on Form 8-K as filed on September 8, 2015) .

19.1 Somnigroup International Inc.

Policy on Insider Trading and Confidentiality.

21.1 Subsidiaries of Tempur Sealy International, Inc.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

97 Tempur Sealy International, Inc.

97 Somnigroup International Inc .

Clawback Policy.

101 The following materials from Tempur Sealy International Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):

101 The following materials from Somnigroup International Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Stockholders' (Deficit) Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.

5 unchanged sentences

(3) This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

TEMPUR SEALY INTERNATIONAL, INC.

SOMNIGROUP INTERNATIONAL INC.

AND SUBSIDIARIES

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

TEMPUR SEALY INTERNATIONAL, INC.

SOMNIGROUP INTERNATIONAL INC.

February 28, 2025 By:

13 unchanged sentences

/S/ RICHARD W.

SACHSE Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures