Hansbart Wijnand - Feb 16, 2024 Form 4 Insider Report for TEMPUR SEALY INTERNATIONAL, INC. (TPX)

Role: EVP, INTERNATIONAL
Signature: /s/ Bhaskar Rao Attorney-in-Fact
Stock symbol: TPX
Transactions as of: Feb 16, 2024
Transactions value $: -$599,442
Form type: 4
Date filed: 2/21/2024, 04:22 PM
Previous filing: Jan 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TPX	Common Stock	Sale	-$599K	-11.9K	-30.13%	$50.31	27.6K	Feb 20, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TPX	Performance Restricted Stock Units	Award	$0	+28.9K		$0.00	28.9K	Feb 16, 2024	Common Stock	28.9K	$0.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.26 to $50.39. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F2	On January 4, 2023, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EBITDA, Relative TSR Percentile and qualitative ESG performance. The Compensation Committee of the Board of Directors determined the payout for each metric on February 16, 2024 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2025, 2026 and 2027.

Content

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.26 to $50.39. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

On January 4, 2023, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EBITDA, Relative TSR Percentile and qualitative ESG performance. The Compensation Committee of the Board of Directors determined the payout for each metric on February 16, 2024 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2025, 2026 and 2027.