snbr-20260527
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 27, 2026
SLEEP NUMBER CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation)
| 000-25121 | 41-1597886 | ||||
| (Commission File Number) | (IRS Employer Identification No.) | ||||
1001 Third Avenue South, Minneapolis, MN 55404
(Address of principal executive offices) (Zip Code)
(763) 551-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.01 per share | SNBR | Nasdaq Global Select Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | ||||
On May 27, 2026, the Board of Directors (the “Board”) of Sleep Number Corporation (the “Company”), with the advice of its independent compensation consultant and its financial advisors, approved one-time cash retention awards (“Retention Awards”) to critical leaders, including named executive officers. In connection with the grants of the Retention Awards, Ms. Findley waived her right to receive payment of the outstanding portion of her previously-granted sign-on bonus, and Messrs. Hellfeld and Krusmark and Ms. Barra waived their right to receive payment of any outstanding amounts under their previously-granted retention awards, including awards granted in March 2025. Ms. O’Keefe did not have any outstanding retention awards and thus did not waive any outstanding amounts. The table below sets forth the amounts of the Retention Awards as well as the amounts waived by our named executive officers:
| Name | Title | Retention Award | Waived Previous Sign-On Bonus or Retention Award | Net New Retention Amount | ||||||||||
| Linda Findley | President and Chief Executive Officer | $ | 2,500,000 | $ | 625,000 | $ | 1,875,000 | |||||||
| Amy O'Keefe | Executive Vice President and Chief Financial Officer | $ | 1,000,000 | $ | — | $ | 1,000,000 | |||||||
| Melissa Barra | Executive Vice President and Chief Product, Technology & Strategy Officer | $ | 700,000 | $ | 400,000 | $ | 300,000 | |||||||
| Samuel Hellfeld | Executive Vice President and Chief Legal & Risk Officer and Secretary | $ | 850,000 | $ | 400,000 | $ | 450,000 | |||||||
| Christopher Krusmark | Executive Vice President and Chief Retail & People Officer | $ | 450,000 | $ | 300,000 | $ | 150,000 | |||||||
The Retention Awards, less any necessary deductions, were paid by the Company to each named executive officer on May 27, 2026, the effective date of the named executive officer’s letter agreement (the “Retention Agreement”) which sets forth the terms and conditions of the respective Retention Award. The Retention Agreements require repayment of the Retention Award by each named executive officer if the named executive officer’s employment is terminated by the Company for “cause” (as defined in the Retention Agreement) or due to resignation by the executive, in each case within twelve months of the issuance date. Such repayment obligation will no longer apply in the event of certain corporate events, including certain corporate transactions, or in the event the named executive officer experiences a termination of employment by the Company without “cause” or due to death or disability.
The above description is a summary of the terms of the Retention Agreements and is subject to and qualified in its entirety by the terms of the Retention Agreements, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending July 4, 2026.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||||
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SLEEP NUMBER CORPORATION | ||||||||||||||
| (Registrant) | ||||||||||||||
| Dated: June 2, 2026 | By: | /s/ Samuel R. Hellfeld | ||||||||||||
| Name: | Samuel R. Hellfeld | |||||||||||||
| Title: | Executive Vice President and Chief Legal and Risk Officer | |||||||||||||