Our 2025 Annual Report on Form 10-K, filed on February 26, 2026, includes a detailed discussion of our risk factors in Item 1A. Risk Factors, which is incorporated herein by reference. The information presented below updates and should be read in conjunction with the risk factors and information disclosed in that Form 10-K. Investing in our securities involves risk. Set forth below and elsewhere in this report are risk factors that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. We may amend or supplement these risk factors from time to time by other reports we file with the SEC. 50 SOMNIGROUP MERGER RISK FACTORS The Company's shareholders cannot be sure of the value of the consideration they will receive in the Somnigroup Merger, if completed, because the exchange ratio is fixed and the market price of Somnigroup common stock has fluctuated and will continue to fluctuate. If the Somnigroup Merger is completed, each share of the Company's common stock outstanding immediately prior to the Somnigroup Merger (other than the Company's Cancelled Shares and Dissenting Shares as provided by the Merger Agreement) will automatically be converted into the right to receive 0.1455 shares of Somnigroup common stock and, if applicable, cash in lieu of fractional shares (the Somnigroup Merger Consideration). Because the exchange ratio is fixed, the value of the Somnigroup Merger Consideration will depend on the market price of Somnigroup common stock at the time the Somnigroup Merger is completed. The value of Somnigroup common stock has fluctuated since the date of the announcement of the unsolicited offer made by Somnigroup to acquire the Company and will continue to fluctuate. Accordingly, the Company's shareholders will not know or be able to determine the market value of the Somnigroup Merger Consideration they would receive upon completion of the Somnigroup Merger. Share price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Somnigroup’s and the Company's respective businesses, operations and prospects, market assessments of the likelihood that the Somnigroup Merger will be completed and the timing of the Somnigroup Merger and regulatory considerations. Many of these factors are beyond the Company's control. Completion of the Somnigroup Merger is subject to certain conditions, including approval of our shareholders and certain governmental and regulatory approvals, and if these conditions are not satisfied or waived, the Somnigroup Merger will not be completed. The completion of the Somnigroup Merger is subject to satisfaction or waiver of certain customary closing conditions, including (i) the adoption of the Somnigroup Merger Agreement by the Company's shareholders, (ii) certain governmental and regulatory approvals, (iii) the absence of any injunction or other order issued by a court of competent jurisdiction or applicable law or legal prohibition prohibiting or making illegal the consummation of the Somnigroup Merger, and (iv) approval for listing on the NYSE of the shares of Somnigroup common stock to be issued in connection with the Somnigroup Merger. The obligation of each party to consummate the Somnigroup Merger is also conditioned upon (i) the other party having performed in all material respects its obligations under the Somnigroup Merger Agreement, (ii) the other party's representations and warranties in the Somnigroup Merger Agreement being true and correct (subject to certain materiality qualifiers) and (iii) the other party having not experienced a material adverse effect. On June 3, 2026, the required 30-day waiting period under the HSR Act expired. There can be no assurance that the conditions to the closing of the Somnigroup Merger will be satisfied or waived or that the Somnigroup Merger will be completed. Failure to complete the Somnigroup Merger could negatively impact the share price and the future business and financial results of the Company. The Somnigroup Merger may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which may be beyond our control. If the Somnigroup Merger is not completed for any reason or any other condition not being satisfied or waived, the ongoing businesses of the Company may be adversely affected, and without realizing any of the benefits of having completed the Somnigroup Merger, the Company would be subject to a number of risks, including the following: •the Company may experience negative reactions from the financial markets, including negative impacts on its stock price; •the Company may experience negative reactions from its customers (including Somnigroup and its affiliates), regulators and employees; •the Company will be required to pay certain costs relating to the Somnigroup Merger, whether or not the Somnigroup Merger is completed; •the Somnigroup Merger Agreement places certain restrictions on the conduct of the Company's businesses prior to completion of the Somnigroup Merger, and such restrictions, the waiver of which are subject to the written consent of Somnigroup, and subject to certain exceptions and qualifications, may prevent the Company from taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Somnigroup Merger that the Company would have made, taken or pursued if these restrictions were not in place; and 51 •matters relating to the Somnigroup Merger (including integration planning) have required and will continue to require substantial commitments of time and resources by the Company's management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to the Company as an independent company. The Somnigroup Merger Agreement does not allow the Company to solicit alternative acquisition proposals. In the event of a termination of the Somnigroup Merger Agreement under certain circumstances specified in such agreement, the Company may be required to pay a termination fee of $64 million to Somnigroup. This payment could affect the structure, pricing and terms proposed by a third party seeking to acquire or merge with the Company and could discourage a third party from making a competing acquisition proposal, including a proposal that would be more favorable to the Company’s shareholders than the Somnigroup Merger. There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they may materially and adversely affect the Company's businesses, financial condition, financial results, ratings, bond prices and/or share price. The Company will be subject to various uncertainties while the Somnigroup Merger is pending, which may cause disruption and may make it more difficult to maintain relationships with customers and other third parties. The Company’s efforts to complete the Somnigroup Merger could cause substantial disruptions in, and create uncertainty surrounding, its business, which may materially adversely affect its results of operation and its business. Uncertainty as to whether the Somnigroup Merger will be completed may affect the Company’s ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the Somnigroup Merger is pending because employees may experience uncertainty about their roles following the Somnigroup Merger. As mentioned above, a substantial amount of our management’s and employees’ attention is being directed toward the completion of the Somnigroup Merger and thus is being diverted from our day-to-day operations. Uncertainty as to the Company’s future could materially adversely affect its business and its relationship with customers and potential customers. The adverse effects of the pendency of the Somnigroup Merger could be exacerbated by any delays in completion of the Somnigroup Merger or termination of the Somnigroup Merger Agreement. For example, customers, suppliers and other third parties may defer decisions concerning working with the Company, or seek to change existing business relationships with the Company. Changes to or termination of existing business relationships could adversely affect the Company’s revenue, earnings and financial condition, as well as the market price of Leggett & Platt common stock. In addition, the Company may also be subject to potential risks with respect to its ongoing relationship with Somnigroup, including the possibility of Somnigroup reducing its commercial relationship with the Company if the Somnigroup Merger is not completed, which could adversely impact the Company’s results of operations. Litigation against the Company could result in substantial costs, prevention or delay of the completion of the Somnigroup Merger, and/or a judgment resulting in the payment of damages. The Company is subject to shareholder litigation seeking (i) to enjoin the Leggett shareholder vote to approve the Somnigroup Merger and from taking steps to consummate the Somnigroup Merger until curative disclosures that fully address certain alleged disclosure deficiencies are made, (ii) to rescind the Somnigroup Merger Agreement or grant the plaintiff rescissory rights, and (iii) damages and reasonable fees and expenses. This litigation could result in the payment of costs and damages. Also, if the Somnigroup Merger is not completed, because of this litigation or otherwise, the Company's businesses, financial condition, financial results, debt ratings, share prices and/or bond prices may be materially affected. Additional lawsuits may be brought against the Company or Somnigroup, and/or the directors and officers of either company in connection with the Somnigroup Merger, which also may result in payment of damages. These lawsuits could prevent or delay the completion of the Somnigroup Merger and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of the existing or any potential lawsuits. 52 The Company has incurred and will continue to incur significant transaction and merger-related costs in connection with the Somnigroup Merger. The Company has incurred and expects to continue to incur non-recurring costs associated with the Somnigroup Merger. The significant non-recurring costs associated with the Somnigroup Merger include, among others, fees and expenses of financial advisors and other advisors and representatives, certain employment-related costs relating to employees of the Company and filing fees due in connection with filings required under the HSR Act. Some of these costs have already been incurred or may be incurred regardless of whether the Somnigroup Merger is completed, including a portion of the fees and expenses of financial advisors and other advisors and representatives. GEOPOLITICAL RISK FACTORS The conflict involving the United States, Israel, Iran, and other middle eastern countries, and related geopolitical instability has affected, and may continue to adversely affect, our business. A military conflict involving the United States, Israel, and Iran and other middle eastern countries commenced in February 2026, which has led to disruptions in shipping through the Strait of Hormuz. The conflict and any further escalation, including additional military actions, retaliatory measures, sanctions, disruptions to trade or transportation routes, cyberattacks (including via artificial intelligence or otherwise), or other governmental or market responses, has led and could continue to lead to, significant disruptions to global energy supplies, increases in global energy prices, heightened inflationary pressures, and adverse impacts on global supply chains, energy markets, commodity prices, prices of inputs and raw materials, gasoline prices, shipping rates, currency exchange rates, financial markets and overall macroeconomic conditions. Although not material, in April 2026, the Iranian government seized a commercial vessel transporting containers of goods purchased by one of our subsidiaries. Furthermore, Iranian strikes on two energy fields in Qatar that supply a meaningful percentage of the world supply of helium resulted in a global shortage of this gas that is essential to the semiconductor manufacturing process. We continue to monitor the potential impact this conflict could have on the availability of semiconductors and on our Automotive Group. In addition, the conflict has placed, and may continue to place, further pressure on the availability and pricing of petroleum‑based products and chemicals, including chemicals used in foam production in our Bedding Products segment and petroleum-based products sold by our Furniture, Flooring & Textile Products segment. If we are unable to pass through additional costs created by this conflict, it could result in materially lower margins, lost sales, and an overall adverse effect on our results of operations. The conflict has contributed, and may continue to contribute, to broader inflationary pressures and increased energy costs for consumers, which has affected and may continue to adversely affect customer spending patterns and demand for products in the markets we serve. Heightened geopolitical uncertainty, reduced consumer confidence, inflationary pressures on consumer goods, or sustained increases in gasoline and other energy‑linked costs, have adversely impacted and could continue to adversely affect demand for our products and negatively impact our business, financial condition, and results of operations. FINANCIAL RISK FACTORS Our borrowing costs have been and may continue to be, and access to liquidity could be, impacted by lower credit ratings. Independent rating agencies evaluate our credit profile and have assigned ratings for our debt, which are reevaluated from time to time. In the past, rating downgrades have resulted in, and could continue to result in, higher interest rates. Lower credit ratings could adversely affect our sources of borrowing and our financial arrangements, including access to the capital markets, commercial paper market, our lending agreements, and supply chain financing arrangements. As a result of the announcement of the Somnigroup Merger Agreement, independent rating agencies have placed us under a negative credit watch. If our ratings are downgraded, our ability to borrow in the commercial paper market could be negatively impacted. If our ability to access and raise debt in the capital markets or meet our short-term borrowing needs in the commercial paper market is limited, we may be required to borrow under our credit facility to fund our liquidity needs. Lower credit ratings have resulted in, and could continue to result in, increased borrowing costs. 53 Our customers' inability to pay us and take delivery of previously ordered inventory in accordance with their terms could negatively impact our earnings, liquidity, cash flow, and financial condition. Weak demand and changing market dynamics have created disruption and financial instability for some of our customers. We have seen slower payment trends among certain customers, and we are actively managing and maintaining close oversight of these receivables. We also monitor potential inventory implications for customers experiencing financial challenges which may impact their ability to take delivery of previously ordered inventory. We monitor our receivables and inventory closely and make reserve decisions based upon individual customer risk reviews, aging of customer accounts, historical loss experience, and general macroeconomic and industry trends that could impact the expected collectability of all customers or pools of customers with similar risks. We recorded bad debt expense of $3 million and $2 million during the first six months of 2026 and 2025, respectively. We also recorded inventory write-downs of $7 million and $8 million during the first six months of 2026 and 2025, respectively. If our customers are unable to pay us and take delivery of previously ordered inventory on a timely basis, or outcomes of bankruptcy proceedings are less favorable than estimated, larger reserves may be required and may result in a negative impact on our earnings, liquidity, cash flow, and financial condition. Our goodwill and other long-lived assets have been, and could be, subject to impairment which could negatively impact our earnings. A significant portion of our assets consists of goodwill and other long-lived assets, the carrying value of which would be reduced if we determine that those assets are impaired. At June 30, 2026, goodwill and other intangible assets represented $828 million, or 23% of our total assets. In addition, net property, plant and equipment, operating lease right-of-use assets, and other noncurrent assets totaled $944 million, or 26% of total assets. We test goodwill for impairment at the reporting unit level (the business groups that are one level below the operating segments) when triggering events occur or at least annually in the second quarter. We conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as future expectations. In addition, our long-lived assets are reviewed for recoverability at year end and whenever events or changes in circumstances indicate carrying values may not be recoverable. The annual goodwill impairment testing in the second quarter of 2026 indicated no impairments. As of June 30, 2026, the fair values of all reporting units exceeded their respective carrying amounts by 50% or less. Our Home Furniture reporting unit exceeded carrying value by less than 5%, and our Bedding and Work Furniture reporting units exceeded carrying value by approximately 10%. While no impairment was recorded, it is possible that future changes in circumstances could result in a non-cash impairment charge. ​ Conducting impairment tests involves considerable judgment when establishing assumptions regarding future operating performance, business trends, and market and economic performance, including future sales, operating margins, growth rates, and discount rates. If actual results differ from these assumptions, if general economic conditions worsen, or if our stock price experiences a sustained decline, we could be required to record future impairment charges. Any such non‑cash charges could have a material adverse effect on our results of operations. If we do not comply with the restrictive covenants in our credit facility, we may not be able to borrow in the commercial paper market or under our credit facility and our outstanding debt instruments may default, all of which would adversely impact our liquidity. Our multi-currency credit facility matures in July 2030. It provides us the ability, from time to time, subject to certain restrictive covenants and customary conditions, to borrow, repay, and re-borrow up to $1.0 billion. At June 30, 2026, we were in compliance with all of our debt covenants. Capitalized terms used in this section but not defined herein have the meanings set forth in the Credit Agreement. Our credit facility contains restrictive covenants, which include: (a) a Leverage Ratio requiring us to maintain, as of the last day of each fiscal quarter, (i) Consolidated Funded Indebtedness minus the lesser of: (A) Unrestricted Cash, or (B) $750 million to (ii) Consolidated EBITDA for the four consecutive trailing quarters most recently ended on or prior to such date, such ratio not being greater than 3.50 to 1.00; provided however, 54 subject to certain limitations, if we make a Material Acquisition, at our election, the maximum Leverage Ratio shall be 4.00 to 1.00 for the fiscal quarter during which such Material Acquisition is consummated and the next three consecutive fiscal quarters; (b) a limitation of the amount of total secured obligations to 15% of our total consolidated assets; and (c) a limitation on our ability to sell, lease, transfer, or dispose of all or substantially all of our assets and the assets of our subsidiaries, taken as a whole (other than accounts receivable sold in a Permitted Securitization Transaction, products sold in the ordinary course of business and our ability to sell, lease, transfer, or dispose of any of our assets or the assets of one of our subsidiaries to us or one of our subsidiaries, as applicable) at any given point in time. At June 30, 2026, we had no commercial paper outstanding and had no borrowing under the credit facility. Based on our trailing 12-month Consolidated EBITDA, Unrestricted Cash, debt levels, and a leverage ratio covenant of 3.50 to 1.00 at June 30, 2026, our borrowing capacity under the credit facility was $668 million. This may not be indicative of the actual borrowing capacity moving forward, which may be materially different depending on our trailing 12-month Consolidated EBITDA, Unrestricted Cash, debt levels at the time, and leverage ratio requirements. As these factors change, our borrowing capacity may increase or decrease. Notwithstanding the foregoing borrowing capacity under the credit facility, pursuant to the terms of the Somnigroup Merger Agreement, during the period after signing but prior to closing, the Company may not incur indebtedness for borrowed money under the credit facility or the commercial paper program, in the aggregate, in excess of $150 million, unless consented to by Somnigroup, in writing, and such consent cannot be unreasonably withheld. If our earnings are reduced, the covenants in the credit facility will continue to limit our borrowing capacity, both under the credit facility or through commercial paper issuances. Depending on the degree of earnings reduction, our liquidity could be materially negatively impacted. This covenant may also restrict our current and future operations, including (i) our flexibility to plan for, or react to, changes in our businesses and industries; and (ii) our ability to use our cash flows, or obtain additional financing, for future working capital, capital expenditures, acquisitions, or other general corporate purposes. If we are not in compliance with the restrictive covenants in our credit facility, and are unable to negotiate more lenient terms, we may not be able to access the commercial paper market or borrow under the credit facility. Also, if we fail to comply with the covenants specified in the credit facility, we may trigger an event of default, in which case the lenders would have the right to: (i) terminate their commitment to provide loans under the credit facility; and (ii) declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. Additionally, our senior notes contain cross-default provisions which could make outstanding amounts under the senior notes immediately payable in the event of an acceleration of amounts due under the credit facility following a material uncured default. If debt under the credit facility or senior notes were to be accelerated, we may not have sufficient cash to repay this debt, which would have an immediate material adverse effect on our business, results of operations, and financial condition. MARKET RISK FACTORS Unfair competition could adversely affect our market share, sales, profit margins, and earnings. We manufacture innersprings, steel wire rod, and finished mattresses. Our products have been subject to competition from foreign manufacturers alleged to be selling at less than fair value or benefiting from unfair subsidies. In response to petitions filed with the U.S. Department of Commerce (DOC) and the U.S. International Trade Commission (ITC), antidumping and countervailing duties have been imposed on imports of innersprings, steel wire rod, and mattresses from certain countries. Some of these orders remain subject to appeal. In February 2025, the DOC determined that revoking the 2019 antidumping duty order on mattresses from China would likely lead to continued dumping. The ITC extended the order, and duties of up to 1,732% will remain in effect through May 2030. Also in 2025, the DOC and ITC extended antidumping duty orders on uncovered innersprings from China, Vietnam, and South Africa through April 2030, with duties ranging from 116% to 234%. On February 10, 2026, the ITC made affirmative determinations in its expedited sunset reviews of the antidumping and countervailing duty orders on imports of steel wire rod from Brazil, Indonesia, Mexico, Moldova, and Trinidad & Tobago. Consequently, the antidumping and countervailing duties on steel wire rod imports from these countries, which range from less than 1% to 369%, will be extended for another five years until approximately March 2031. Also, through August 2030, imports of steel wire rod from China are covered by 55 antidumping and countervailing duties ranging from 106% to 193%. Additionally, through August 2028, antidumping and countervailing duty orders are in place on steel wire rod from Belarus, Italy, Korea, Russia, South Africa, Spain, Turkey, Ukraine, United Arab Emirates, and the United Kingdom ranging from less than 1% to 757%. If any of these duties are overturned on appeal, allowed to expire, or circumvented through transshipment or other means, and dumping or subsidization resumes, our competitive position and financial results could be materially and adversely affected. For more information on antidumping and/or countervailing duties regarding innersprings, steel wire rod and mattresses, please refer to the Competition section on page 30 in the Management's Discussion and Analysis of Financial Conditions and Results of Operations of this Form 10-Q, and Item 1 Legal Proceedings on page 48 of this Form 10-Q. We operate in a highly competitive automotive industry and efforts by our competitors, as well as new entrants to the industry, to gain market share could negatively impact our business, results of operations, and financial condition. The automotive component industry is highly competitive. The evolving automotive market, including the growth of hybrid and electric vehicles, has attracted, and may continue to attract, new OEM entrants to the industry, resulting in market share losses for our existing customers. We have also experienced increased competition from Chinese-based component suppliers who are growing market share in China, particularly with Chinese-based OEMs, which may adversely affect sales and profit margins of our products. In Europe, economic softness and consumer affordability issues have given Chinese electric vehicle (EV) manufacturers opportunities to supply lower price electric vehicles, leading to production declines and program launch delays for our customers. In North America, consumer affordability issues and uncertainty around EV transition timelines are resulting in program launch delays and program cancellations, and our customers replacing higher cost components with lower cost components. If we are unable to differentiate existing or create new innovative products, adapt to new technologies or evolving customer requirements, maintain a low-cost footprint, or compete effectively, we may lose market share or be forced to reduce prices, thereby lowering our margins. Any such occurrences could adversely affect our business, results of operations, and financial condition. REGULATORY RISK FACTORS Changes in tax laws or challenges to our tax positions pursuant to ongoing tax reviews and/or audits could negatively impact our earnings and cash flows. We are subject to the tax laws and reporting rules of the United States (federal, state, and local) and several foreign jurisdictions. Current economic and political conditions make these tax rules (and governmental interpretation of these rules) subject to significant change and uncertainty. There are proposals by the Organization for Economic Co-operation and Development, the European Union, and other tax jurisdictions, some of which have already been adopted in various countries, to reform tax laws or change interpretations of existing tax rules. These proposals generally center around global base erosion and profit shifting (BEPS) concepts, and, as they are adopted, could continue to impact how our earnings and transactions are taxed as a multinational corporation. Whether, or in what form, these proposals become law in various countries around the world, or how such laws might be interpreted, could impact our assumptions related to the taxation of certain foreign earnings and have an adverse effect on our earnings and cash flows. We are subject to reviews and/or audits by taxing authorities in the countries where we operate and are currently in various stages of examination in several jurisdictions. China recently intensified its review of tax compliance among foreign enterprises. We underwent reviews in 2023 and 2024 resulting in no material assessments, while in 2025 and 2026, we have seen an increased number of these reviews initiated by various Chinese tax authorities. In 2026, we received three formal tax assessments for approximately $24 million, in the aggregate, each alleging failures to satisfy beneficial owner requirements for purposes of applying reduced dividend withholding tax rates. Although the outcome is uncertain, we believe we have valid defenses and are contesting each of the assessments through the administrative appeal process in China, and we have not recorded any income tax expense associated with these matters. We have established liabilities for other matters we believe are appropriate, with such amounts representing what we believe is a reasonable provision for taxes that we 56 ultimately might be required to pay. However, our exposure could increase over time as more information becomes known relative to the resolution of these reviews, audits, and assessments, as governmental tax positions may be sustained, or we may agree to certain tax adjustments. We could incur additional tax expense if we have adjustments higher than the liabilities recorded that could have a material negative effect on our results of operations or financial condition. LEGAL RISK FACTORS We are exposed to legal contingencies that, if realized, could have a material negative impact on our financial condition, results of operations, and cash flows. Although we deny liability in all currently threatened or pending legal proceedings, we have recorded an immaterial aggregate legal contingency accrual at June 30, 2026. Based on current known facts and circumstances, aggregate reasonably possible (but not probable, and therefore not accrued) losses in excess of the recorded accruals for legal contingencies are estimated to be $18 million. If our assumptions or analyses regarding any of our contingencies are incorrect, if facts and circumstances change, or if future litigation arises, we could realize losses in excess of the recorded accruals (including losses in excess of the $18 million referenced above) which could have a material negative impact on our financial condition, results of operations, and cash flows. For more information regarding our legal contingencies, please see Item 1 Legal Proceedings on page 48 and Note O Contingencies on page 23 of the Notes to Consolidated Condensed Financial Statements. 57