James Tyson Hagale, Executive Vice President and President of Bedding Products at Leggett & Platt Inc (NYSE:LEG), filed a Form 4 on August 27, 2026, reporting changes in beneficial ownership resulting from the company's merger with Somnigroup International Inc.

Key Highlights

  • Merger closing: Sparrow Unity Corporation, a wholly owned subsidiary of Somnigroup International Inc, merged with and into Leggett & Platt pursuant to an Agreement and Plan of Merger dated April 13, 2026.
  • Shares acquired: Hagale is deemed to have acquired 172,086 shares of Leggett common stock at $0 as a result of the conversion of outstanding performance stock units at the Effective Time.
  • Shares disposed: 367,879.3294 shares of Leggett common stock (including restricted stock unit awards and Assumed PSU Awards) were disposed of at $0, converted into the right to receive 0.1455 shares of Somnigroup common stock or Somnigroup RSUs, or the cash equivalent, per the Merger Agreement.
  • PSU conversion terms: Outstanding Leggett performance stock units with incomplete performance periods were converted into Somnigroup RSUs, with performance vesting conditions deemed achieved at 200% of target.
  • Cash-settled RSUs: 172,082 cash-settled restricted stock units were acquired and then disposed of, converted into Somnigroup RSUs representing a conditional right to receive cash equal to the closing price of Somnigroup common stock on the applicable vesting date.
  • Vesting schedule: The converted Somnigroup RSUs will vest on December 31, 2026, December 31, 2027, and December 31, 2028, with cash payments delivered no later than March 15 following each respective vesting date.

Merger Conversion Details for Leggett & Platt EVP Hagale

According to the filing, at the effective time of the merger, each outstanding Leggett performance stock unit for which the performance period had not yet ended was assumed by Somnigroup and converted into the right to receive 0.1455 restricted stock units with respect to shares of Somnigroup common stock, with performance vesting conditions deemed achieved at 200% of target. The filing describes these as "Assumed PSU Awards." The 172,086 shares reported as acquired represent a deemed acquisition of Leggett shares underlying the portion of the Assumed PSU Awards that, by their original terms, were to be settled in shares of Leggett common stock.

The 367,879.3294 shares reported as disposed of reflect Leggett common stock, outstanding Leggett restricted stock unit awards, and the relevant portion of the Assumed PSU Awards, each of which was converted at the Effective Time into the right to receive 0.1455 shares of Somnigroup common stock or Somnigroup RSUs, or the cash equivalent, as applicable under the Merger Agreement. Both the acquisition and disposition were recorded at a price of $0.

For the cash-settled component, the filing states that 172,082 cash-settled restricted stock units, which by their original terms were to be settled in cash, were assumed by Somnigroup and converted into Somnigroup RSUs. Each such Somnigroup RSU represents a conditional right to receive a cash payment equal to the closing price of Somnigroup common stock on the applicable vesting date. Following these transactions, Hagale's direct beneficial ownership of Leggett common stock and cash-settled restricted stock units each stood at zero.

What Was Disclosed

The filing reports that, as a result of the Somnigroup merger with Leggett & Platt effective August 26, 2026, EVP James Tyson Hagale's Leggett equity holdings, including common stock and performance stock units, were converted into rights to receive Somnigroup common stock, Somnigroup RSUs, or cash equivalents under the terms of the Merger Agreement.