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): November 410, 2025

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 17.01 ~~ENTRY~~REGULATION ~~INTO~~FD ~~A MATERIAL DEFINITIVE AGREEMENT~~DISCLOSURE

OnAs ~~November~~disclosed 4,in ~~2025,~~ Sleep Number Corporation,'s aForm ~~Minnesota~~8-K ~~corporation~~dated ~~(“Sleep~~November 5, ~~Number”)~~2025, ~~entered~~the ~~into~~Company asecured ~~Twelfth~~an ~~Amendment~~amendment and extension of its credit agreement through 2027. A copy of this updated agreement (the “Twelfth Amendment”) ~~amending~~to the Amended and Restated Credit and Security Agreement, dated ~~as of~~ February 14, 2018 ~~(as amended~~), ~~supplemented~~was orfiled ~~otherwise~~as ~~modified~~Exhibit ~~from~~10.1 ~~time~~ to ~~time,~~ the ~~“Credit~~Company's ~~Agreement”),~~Form ~~among~~10-Q ~~U.S.~~on ~~Bank National Association (“U.S. Bank”)~~November 5, ~~as Administrative Agent, Swing Line Lender and Issuing Lender, and certain other financial institutions party thereto~~2025.

~~The~~As ~~Twelfth~~stated ~~Amendment,~~in ~~among other things: (a) extends~~ the ~~maturity~~Company's ~~date~~most ofrecent ~~the~~earnings ~~Credit Agreement to December 3~~call, ~~2027; (b) reduces~~ the ~~revolving~~updated ~~credit~~agreement ~~facility~~aligns ~~from~~with ~~$485 million to $475 million, which decreases further to $465 million on July 31, 2026; (c) replaces the leverage-based pricing grids used to determine the Applicable Margin~~ and ~~Applicable~~provides ~~Commitment Fee Rate (each as defined in~~ the ~~Credit~~financial ~~Agreement)~~flexibility ~~in favor of (I) with respect to Applicable Margin~~ for ~~Term SOFR Loans, (x) 4.0% until December 31, 2026 and (y) 4.25% starting January 1, 2027 and continuing thereafter, and (II) with respect to~~ the ~~Applicable~~Company's ~~Commitment~~planned ~~Fee Rate~~turnaround, ~~(x)~~demonstrating ~~0.50%~~lender ~~until~~confidence ~~December 31, 2026 and (y) 0.75% starting January 1, 2027 and continuing thereafter; (d) on each Regularly Scheduled Payment Date (as defined~~ in the ~~Credit~~Company's ~~Agreement)~~strategy ~~occurring on~~ and ~~after~~management March 31, 2027, increases the amortization of outstanding term loans an additional $1,250,000 (for an aggregate scheduled principal payment of $3,750,000); (e) terminates the accordion feature; (f) adjusts the permissible maximum Net Leverage Ratio (as defined in the Credit Agreement) to (I) 5team.25 toIn ~~1.00~~order ~~for the quarterly reporting period ended September 27, 2025, (II) 4.50~~ to ~~1.00~~address ~~for~~questions ~~the~~it ~~quarterly~~has ~~reporting~~received ~~period~~from ~~ending January 3~~investors, ~~2026, (III) 4.75 to 1.00 for~~ the quarterly reporting period ending April 4, 2026, (IV) 4.80 to 1.00 for the quarterly reporting period ending July 4, 2026, and (V) 4.00 to 1.00 for each quarterly reporting period thereafter; (g) adjusts the Liquidity financial covenant so that the Company ~~must ensure that liquidity~~ is nofiling ~~lower~~this ~~than~~report ~~$30 million until September 30, 2026, and $40 million for each monthly reporting period thereafter; (h) adjusts the permissible minimum Interest Coverage Ratio~~ to ~~(I)~~provide ~~1.50~~additional tocontext ~~1.00 for the quarterly reporting period ended September 27, 2025, (II) 2.10 to 1.00 for the quarterly reporting periods ending January 3, 2026~~ and ~~April~~clarity 4,on ~~2026, (III) 1.80 to 1.00 for~~ the ~~quarterly~~terms ~~reporting~~of ~~period ending July 4, 2026, (IV) 2.10 to 1.00 for~~ the ~~reporting~~updated ~~period~~agreement ~~ending~~regarding ~~October 3, 2026, and (V) 2.20 to 1.00 for each quarterly reporting period occurring thereafter; (i) adds a new quarterly minimum EBITDA~~ covenant ~~test~~compliance ~~that begins for the quarterly reporting period ending April 4, 2026; (j) adjusts the consolidated EBITDA calculation to include an addback for certain expenses~~ and ~~costs incurred for~~ the ~~trailing~~definition ~~twelve~~of ~~months~~“Consolidated ~~for discontinued operations, downsized functions and employment expenses for laid-off employees; and (k) provides for additional and more frequent reporting requirements~~EBITDA.” ~~Following such amendment, the Company was in compliance with all covenants.~~

In•Increased ~~connection~~covenant ~~with~~levels: the ~~Twelfth~~leverage ~~Amendment,~~ratio thresholds for the ~~Company~~next ~~agreed~~several quarters were increased to ~~pay~~align with the ~~lenders~~Company's ~~certain~~turnaround ~~amendment~~plan. ~~fees~~The ~~and~~permissible tomaximum ~~reimburse~~Net Leverage Ratios (as defined in the ~~lenders~~Twelfth ~~for~~Amendment) ~~certain~~are ~~expenses~~(a) 5.25 ~~The~~to ~~foregoing~~1.00 ~~description~~for of the ~~Twelfth~~quarterly ~~Amendment~~reporting isperiod ~~qualified~~ended inSeptember ~~its~~27, ~~entirety~~2025, by(b) ~~reference~~4.50 to 1.00 for the ~~complete~~quarterly ~~terms~~reporting ofperiod ending January 3, 2026, (c) 4.75 to 1.00 for the ~~Twelfth~~quarterly ~~Amendment~~reporting period ending April 4, ~~which~~2026, ~~Sleep~~(d) ~~Number~~4.80 ~~will~~to ~~file~~1.00 asfor anthe ~~exhibit~~quarterly reporting period ending July 4, 2026, and (e) 4.00 to ~~its~~1.00 ~~forthcoming~~for ~~Quarterly~~each ~~Report~~quarterly onreporting ~~Form~~period ~~10-Q~~thereafter.

~~ITEM~~•Expanded 5addbacks: the definition of Consolidated EBITDA (as defined in the Twelfth Amendment) used to calculate the Net Leverage Ratio now includes addbacks for pro forma adjustments for cost actions implemented but not yet fully realized in the trailing twelve month results of operations that are approved by the administrative agent under the credit agreement.02 ~~DEPARTURE~~This OFdefinition ~~DIRECTORS~~reflects ORstandard ~~CERTAIN~~practices ~~OFFICERS;~~and ~~ELECTION~~aligns OFlender ~~DIRECTORS;~~and ~~APPOINTMENT~~Company OFinterests ~~CERTAIN~~as ~~OFFICERS;~~cost-reduction ~~COMPENSATORY~~initiatives ~~ARRANGEMENTS~~are OFexecuted. ~~CERTAIN~~The ~~OFFICERS~~addback for restructuring and other non-recurring items is unchanged.

~~As announced in a Form 8-K filed March 13~~Together, ~~2025,~~the ~~Stephen~~increased L.covenant ~~Gulis,~~levels ~~Jr.,~~and ~~agreed to retire or resign from~~ the ~~Board~~expanded noaddbacks ~~later~~support ~~than~~ the ~~completion of the~~ Company’'s ~~debt~~stated ~~refinancing~~expectation orthat atwith ~~the~~its ~~conclusion~~turnaround ofplan ~~the~~and ~~2026~~anticipated ~~Annual Meeting~~outcomes, ~~whichever~~it ~~occurs~~expects ~~first.~~to ~~The~~be ~~Board determined that the Twelfth Amendment referenced~~ in ~~Item~~compliance ~~1.01~~with ~~above~~its ~~was~~new ~~a qualifying "debt refinancing~~covenants," ~~and~~including ~~thus~~in ~~Mr. Gulis retired from~~ the ~~Board~~fourth ~~effective~~quarter ~~November~~of 4, 2025. AsThis ~~previously~~clarification ~~disclosed,~~does ~~Mr. Gulis's decision to retire was~~ not ~~due~~modify to any ~~disagreement~~previously ~~with~~disclosed ~~the~~terms ~~Company~~of ~~on any matter related to~~ the ~~Company’s~~Twelfth ~~operations, policies or practices~~Amendment.

~~The~~As stated on its most recent earnings call, the Company ~~and~~expects full year 2025 adjusted EBITDA of approximately $70 million. Consolidated EBITDA in the ~~Board~~credit ~~express~~agreement ~~their~~begins ~~deep~~with ~~appreciation~~reported adjusted EBITDA but, as noted above, includes additional permitted addbacks. The Company expects to Mrimplement approximately $40 million of structural changes, the majority of which has already been executed; the Company expects this will result in Consolidated EBITDA of approximately $110 million, supporting its covenant compliance. ~~Gulis~~Looking ~~for~~ahead, ~~his~~with ~~many~~the ~~contributions~~2025 exit rate of profitability and ~~his~~the ~~years~~impact of ~~dedicated~~these cost savings efforts, the Company anticipates stabilizing and ~~outstanding~~modestly ~~service~~increasing marketing investments in 2026. This stabilization, combined with marketing efficiency gains already being realized, is expected to ~~the~~support ~~Company~~new product initiatives, marketing efforts to attract a broader set of consumers, and build on demand from repeat buyers. The Company reiterates its belief that these actions, together with expanded distribution opportunities and ~~the~~continued ~~Board~~cost ~~wish~~discipline, ~~him~~will ~~the~~enable ~~very~~it ~~best~~to inrestart ~~his~~growth, ~~future~~ensuring ~~endeavors~~it can continue to maintain compliance with revised covenants, and generate meaningful free cash flow in 2026.

Forward-looking Statements

Statements used in this Form 8-K relating to future plans, events, financial results or performance, such as the statements that: the Company’s updated agreement aligns with and provides financial flexibility for the Company's planned turnaround, demonstrating lender confidence in the Company's strategy and management team; the updated agreement aligns lender and Company interests as cost-reduction initiatives are executed; the updated agreement's increased covenant levels and expanded addbacks support the Company's stated expectation that with its turnaround plan and anticipated outcomes, it expects to be in compliance with its new covenants, including in the fourth quarter of 2025; the Company has certain expectations for full year 2025 adjusted EBITDA and 2025 exit rate of profitability; the Company anticipates stabilizing and modestly increasing marketing investments in 2026, to support new product initiatives, attract a broader set of consumers, and build on demand from repeat buyers; and the Company's belief that its actions, together with expanded distribution opportunities and continued cost discipline, will enable it to restart growth, ensuring it can continue to maintain compliance with revised covenants, and generate meaningful free cash in 2026 are forward-looking statements subject to certain risks and uncertainties which could cause the Company’s results to differ materially. The most important risks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission, including in Item 1A of the Company’s Annual Report on Form 10-K and other periodic reports. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update any forward-looking statement.

The Company defines earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) as net income (loss) plus: income tax expense (benefit), interest expense, depreciation and amortization, stock-based compensation, restructuring costs, other non-recurring items, and asset impairments. Management believes adjusted EBITDA is a useful indicator of the Company's

financial performance and its ability to generate cash from operating activities. The Company's definition of adjusted EBITDA may not be comparable to similarly titled definitions used by other companies.

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: November 5, 2025

By:

/s/ Samuel R. Hellfeld

Dated: November 10, 2025

By:

/s/ Samuel R. Hellfeld

Name:

Samuel R. Hellfeld

Title:

Executive Vice President, Chief Legal and Risk Officer

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