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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 41 added, 31 removed, 199 unchanged (27% of the section changed)

9 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in Internal Control - Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Our evaluation of internal control over financial reporting did not include the internal controls of Mattress Firm, which was acquired in 2025 and is included in the 2025 consolidated financial statements.

Mattress Firm constituted approximately 68% of total consolidated assets (inclusive of acquired goodwill and indefinite-lived intangible assets) as of December 31, 2025 and approximately 47% of total consolidated net sales for the year then ended.

Based on our assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2025.

2 unchanged sentences

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

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

and Subsidiaries

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

Opinion on Internal Control Over Financial Reporting

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).

internal control over financial reporting as of December 31, 2025, 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, 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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 28, 2025, expressed an unqualified opinion thereon.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Mattress Firm, which is included in the 2025 consolidated financial statements of the Company and constituted approximately 68% of total consolidated assets as of December 31, 2025 and approximately 47% of total consolidated net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Mattress Firm.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders' (deficit) equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 27, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

55 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025 and 2024

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

Consolidated Statements of Stockholders' (Deficit) Equity for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023

7 unchanged sentences

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.

and Steenbok Newco 9 Limited, solely in its capacity as stockholder representative (filed as Exhibit 2.2 to the Registrant's Annual Report on Form 10-K as filed on February 28, 2025 .

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

6 unchanged sentences

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

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

3.4 Third Certificate of Amendment 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).

4 unchanged sentences

4.3 Form of 4.00% Senior Notes due 2029 (included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K as filed on March 25, 2021) .

4.4 Supplemental Indenture, dated as of April 4, 2025, among Somnigroup International Inc.

, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee for 4.00% Senior Notes due 2029 (filed as Exhibit 4.3 to the Registrant's Quarterly Report on Form 10- Q as filed on August 8, 2025 ) .

4.5 Indenture, dated as of September 24, 2021 among Tempur Sealy International, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 10.1 (but numbered 4.1) to the Registrant’s Current Report on Form 8-K as filed on September 24, 2021).

4.6 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 Descrip tion of Registered Securities .

4.7 Supplemental Indenture, dated as of April 4, 2025, among Somnigroup International Inc.

, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee for 3.875% Senior Notes due 2031 (filed as Exhibit 4.6 to the Registrant's Quarterly Report on Form 10-Q as filed on August 8, 2025) .

4.8 Description of Registered Securities (filed as Exhibit 4.6 to the Registrant's Annual Report on Form 10-K as filed on Feb ru ary 8, 202 5) .

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).

2 unchanged sentences

10.3 Amendment No.

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.

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) .

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 Registrant's Current Report on Form 8-K as filed on October 25 , 202 4 ).

10.5 Amendment No.

4 dated as of June 24, 2025 by and among Somnigroup 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 June 24, 2025) .

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

5 unchanged sentences

(filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K as filed on March 14, 2006).

10.9 Steinhoff Voting Agreement, dated as of May 9, 2023, between Tempur Sealy International, Inc.

and the Steinhoff parties thereto (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on May 10, 2023) .

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).

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).

10.10 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) .

9 unchanged sentences

10.16 Second Amended and Restated Annual Incentive Bonus Plan for Senior Executives (filed as Appendix B to the Registrant’s Definitive Proxy Statement (File No.001-31922) filed on March 16, 2015).

10.17 T hird Amended and Restated Annual Incentive Bonus Plan for Senior Executives Terms and Conditions.

10.18 Employment and Non-Competition Agreement dated as of September 4, 2015, by and between Tempur Sealy International, Inc.

6 unchanged sentences

Thompson (as filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on July 7, 2022).

10.22 Amended and Restated Employment and Non-Competition Agreement dated as of June 23, 2025 between Somnigroup International Inc.

Thompson (filed as Exhibit 10.1 to the Registra nt's Current Report on Form 8-K as filed on June 24, 2025) .

10.23 Employment and Non-Competition Agreement dated September 5, 2017, by and between Tempur Sealy International, Inc.

2 unchanged sentences

and Bhaskar Rao (filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q as filed on November 9, 2017) .

10.25 Employment and Non-Competition Agreement dated February 27, 2018, by and between Tempur Sealy International, Inc.

and Scott Vollet (filed as Exhibit 10.35 to the Registrant's Annual Report on Form 10-K as filed on March 1, 2018).

10.26 Employment and Non-Competition Agreement effective January 1, 2020, by and between Tempur Sealy International, Inc.

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

10.25 Mattress Firm, Inc.

Offer Letter to Steve Rusing dated March 5, 2025 (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q as filed on May 12, 2025) .

10.26 First Amendment to Mattress Firm, Inc.

Offer Letter to Steve Rusing dated June 13, 2025 (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q as filed on August 8, 2025) .

10.27 Second Amendment to Mattress Firm, Inc.

Offer Letter to Steve Rusing dated August 14, 2025 (filed as Exhibit 10 .1 to the Registrant’s Quarterly Report on Form 10- Q as filed on November 7, 202 5 ) .

10.28 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) .

4 unchanged sentences

10.32 Non-Qualified Premium-Priced Stock Option Agreement dated July 6, 2022 (as filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed on July 7, 2022) .

10.33 Non-Qualified Premium-Priced Stock Option Agreement dated June 23, 2025 (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed on June 24, 2025) .

10.34 Restricted Stock Unit Award Agreement dated as of September 4, 2015, between Tempur Sealy International, Inc.

4 unchanged sentences

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).

10.37 Form of 2022 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.62 to the Registrant's Annual Report on Form 10-K as filed on February 22, 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) .

2 unchanged sentences

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 10.63 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 .

10.43 Form of 2025 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 (filed as Exhibit 10.43 to the Regi strant's Annual Report on Form 10-K as filed on February 28, 2025) .

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 (filed as Exhibit 10.44 to the Registrant's Annual Report on Form 10-K as filed on February 28, 2025) .

10.45 F orm of 2026 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 .

10.46 Form of 2026 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 .

2 unchanged sentences

19.1 Somnigroup International Inc.

Policy on Insider Trading and Confidentiality.

21.1 Subsidiaries of Tempur Sealy International, Inc.

Policy on Insider Trading and Confidentiality (filed as Exhibit 10.19 to the Registrant's Annual Report on Form 10-K as filed on February 28, 2025) .

21.1 Subsidiaries of Somnigroup International Inc.

23.1 Consent of Ernst & Young LLP.

4 unchanged sentences

97 Somnigroup International Inc.

Clawback Policy.

Clawback Policy (filed as Exhibit 97 to the Registrant's Annual Report on Form 10-K as filed on February 28, 2025) .

101 The following materials from Somnigroup International Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):

22 unchanged sentences

SOMNIGROUP INTERNATIONAL INC.

February 28, 2025 By:

February 27, 2026

Chairman, President and Chief Executive Officer

3 unchanged sentences

/S/ BHASKAR RAO Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/S/ CHRISTOPHER T.

COOK Director

Christopher T.

/S/ EVELYN S.

3 unchanged sentences

GATES Director

HEIL Director

/S/ MEREDITH SIEGFRIED MADDEN Director

3 unchanged sentences

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