UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Dear Shareholders:Shareholders,

Long-term PerspectiveAs consumers’ focus on wellness has intensified in response to the events of the past two years, our relevance has continued to broaden and Record Performance

For years, we have decisively investedOur values of Passion for making a difference and changing lives, Integrity to strengthen Sleep Number’s competitive advantages, differentiatealways do the right thing, Innovation to find a better way, Courage to embrace a challenge and Teamwork that celebrates individuality and the joy of working together continue to galvanize our strategy and increase the efficiency of the digital ecosystem across our vertically integrated operations. Along with the recent acceleration of structural shifts in consumer trends that we have long anticipated, these disciplined investments have enabled us to significantly extend our sleep leadership and increase Sleep Number’s brand relevance.highly engaged team.

As consumers prioritize their healthOur innovation roadmap is informed by sleep science and wellbeingresearch. In late 2022, we plan to introduce the new Sleep Number Climate 360™ smart bed which will capture a sleeper’s skin and recognize its linkmicroclimate temperature to facilitate adjustments that improve sleep they are enthusiastically embracingcomfort and quality throughout the night. In 2023, we will introduce our revolutionaryall-new 360 smart beds which effortlessly deliver proven quality sleep. In 2020, we introduced awith advanced sensing capabilities and smart furniture. This new generation of smart bedstechnology platform expands features to proactively monitor and health-related advancements, including circadian rhythm insightsimprove an individual's sleep and nighttime heart rate variability reporting,health over time, responding to their changing needs through our proprietary SleepIQ technology. These highly relevant personal metrics directly link an individual’s sleep quality to productivityevolving life stages, such as pregnancy and overall wellbeing, which increases our smart sleepers’ brand engagement and retention and, in turn, provides the foundation for scaling new innovations. With more than nine billion hours of longitudinal data gathered from more than one billion sleep sessions, our innovations continue to add meaningful value to consumers’ lives. Through our strategic investments in sleep science research, including the establishment of a renowned Scientific Advisory Board and collaborations with Mayo Clinic and Oxford PharmaGenesis, we are extending our sleep leadership into connected health with the potential to create significant value for customers and shareholders for years to come.aging.

With consumers’ accelerating adoption of digital products and services, and greater relianceIn addition, through our landmark partnership with the American Cancer Society (ACS), we are taking another meaningful step forward in delivering on digital health solutions, the convergence of physical and virtual is the new age of retail and health.our purpose. Together, we will conduct cancer research utilizing Sleep Number’s digital ecosystem and exclusive, direct-to-consumer distribution model enable us to build lifelong relationships and efficiently acquire new customers. By leveraging automation and machine learning capabilities, proprietary sleep data and ourACS’s broad population data that may inform the first-ever, cancer-specific sleep professionals’ skills in building customer relationships, we pivoted to an agile “sell-from-anywhere” model in 2020 that employs technology to deliver a seamless, value-added, retail experience. In addition, improved digital capabilities have enabled us to reduce operational costs and support a more customer-focused supply chain. Together, these digital advancements provide a compelling sourceguidelines, with the ultimate goal of future growth.prevention.

Shareholders of record at the close of business on March 17, 202115, 2022 will be entitled to vote at the meeting and any adjournments thereof. Your vote is important. Please be sure to vote your shares in favor of the Board of Directors’ recommendations in time for our May 12, 20212022 meeting date. Your attention is directed to the Proxy Statement for a more complete statement of the matters to be considered at the meeting.

Minneapolis, Minnesota March 30, 202131, 2022

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Sleep Number Corporation for use at the 20212022 Annual Meeting of Shareholders.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call the technical support number that will be posted on the virtual meeting platform log-in page.

Shareholders of record at the close of business on March 17, 202115, 2022 (the Record Date) are entitled to vote at the meeting. As of the Record Date, there were 24,812,37522,158,719 shares of common stock outstanding. Each share is entitled to one vote on each matter to be voted on at the Annual Meeting. Shareholders do not have cumulative voting rights.

If your shares are registered in your name in the records maintained by our stock transfer agent, you are a “Shareholder of Record.” If you are a Shareholder of Record, notice of the meeting was sent directly to you.

If your shares are held in the name of your bank, broker, nominee or other holder of record, your shares are held in “street name” and you are considered the “Beneficial Owner.” Notice of the meeting has been forwarded to you by your bank, broker, nominee or other holder of record, who is considered, with respect to those shares, the Shareholder of Record. As the Beneficial Owner, you have the right to direct your bank, broker, nominee or other holder of record how to vote your shares by using the voting instructions you received.

We are furnishing proxy materials to our shareholders primarily via the Internet. On or about March 30, 2021,31, 2022, we will begin mailing to certain of our shareholders a Notice of Internet Availability of Proxy Materials (the Shareholder Notice), which includes instructions on (i)(a) how to access our Proxy Statement and Annual Report on the Internet, (ii)(b) how to

request that a printed copy of these proxy materials be forwarded to you and (iii)(c) how to vote your shares. If you receive the Shareholder Notice, you will not receive a printed copy of the proxy materials unless you request a printed copy by following the instructions in the Shareholder Notice. All other shareholders will be sent the proxy materials by mail beginning on or about March 30, 2021.31, 2022.

If you receive more than one proxy card or Shareholder Notice, it generally means you hold shares registered in more than one account and you should vote once for each proxy card or Shareholder Notice that you receive. If you receive a paper copy of the Proxy Statement and you choose to vote by mail, sign and return each proxy card you receive. If you choose to vote by Internet or telephone, vote once for each proxy card and/or Shareholder Notice you receive.

There are three items to be voted on at the meeting:

For proposal 1, the election of Directors, you may:

For each of proposal 2 (the advisory vote to approve executive compensation) and proposal 3 (the advisory vote to ratify the selection of independent auditors) you may:

Sleep Number’s Board unanimously recommends that you vote your shares:

Proxies marked “Withhold” on proposal 1 (election of Directors), or “Abstain” on proposal 2 (the advisory vote to approve executive compensation) or proposal 3 (the advisory vote to ratify the selection of independent auditors), will be counted in determining the total number of shares entitled to vote on such proposals and will have the effect of a vote “Against” a Director or such proposal.

If you are a Beneficial Owner and hold your shares in “street name,” such as through a bank, broker, nominee or other holder of record, you generally cannot vote your shares directly and must instead instruct the broker how to vote your shares using the voting instruction form provided by the broker.

If a Beneficial Owner does not provide timely instructions, the broker will not have the authority to vote on any non-routine proposals at the Annual Meeting, which includes proposals 1 and 2. Brokers will have discretionary authority to vote on proposal 3 because the ratification of the appointment of independent auditors is considered a routine matter. If the broker votes on proposal 3 (the advisory vote to ratify the selection of independent auditors) but does not vote on another proposal because the broker does not have discretionary voting authority and has not received instructions from the Beneficial Owner, this results in a “broker non-vote” with respect to such other proposal(s).

Broker non-votes on a matter may be counted as present for purposes of establishing a quorum for the meeting but are not considered entitled to vote on that particular matter. Consequently, broker non-votes generally will have no effect on the outcome of the matter. However, if and to the extent that broker non-votes are required to establish the presence of a quorum at the Annual Meeting, then any broker non-votes will have the same effect as a vote “Withheld” or “Abstained” on any matter that requires approval of a majority of the minimum number of shares required to constitute a quorum for the transaction of business at the Annual Meeting.

Assuming that a quorum is present to vote on each of the proposals, proposals 1, 2 and 3 will require the affirmative vote of holders of a majority of the shares represented and entitled to vote in person or by proxy on such action.

Please note that proposals 2 and 3 are “advisory” votes, meaning that the shareholder votes on these items are for purposes of enabling shareholders to express their point of view or preference on these proposals, but are not binding on the Company or its Board of Directors and do not require the Company or its Board of Directors to take any particular action in response to the shareholder vote. The Board intends to consider fully the votes of our shareholders in the context of any further action with respect to these proposals.

The presence, directly or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote (i.e., at least 12,406,18811,079,360 shares) will constitute a quorum for the transaction of business at the Annual Meeting. In general, shares of common stock represented by a properly signed and returned proxy card or properly voted by telephone or via the Internet will be counted as shares represented and entitled to vote at the Annual Meeting for

The telephone and Internet voting procedures have been set up for your convenience. We encourage you to save corporate expense by submitting your vote by telephone or Internet. The procedures have been designed to authenticate your identity, to allow you to give voting instructions and to confirm that those instructions have been recorded properly.

Beneficial Owners should be aware that brokers are not permitted to vote shares on non-routine matters, including the election of Directors or matters related to executive compensation, without instructions from the Beneficial Owner. As a result, brokers are not permitted to vote shares on proposal 1 (election of Directors) or proposal 2 (the advisory vote to approve executive compensation) without instructions from the Beneficial Owner. Therefore, Beneficial Owners are advised that if they do not timely provide instructions to their bank, broker or other holder of record with respect to proposals 1 or 2, their shares will not be voted in connection with any such proposal for which they do not provide instructions. Proposal 3 (the advisory vote to ratify the selection of independent auditors) is considered a routine matter and, as such, brokers will still be able to vote shares held in brokerage accounts with respect to proposal 3, even if they do not receive instructions from the Beneficial Owner.

Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote your shares in time for our May 12, 20212022 meeting date.

Yes. Any shareholder giving a proxy may revoke it at any time prior to its use at the Annual Meeting by:

Yes. If you are a Shareholder of Record and you received a paper copy of the proxy materials, you may elect to receive future Proxy Statements and Annual Reports online as described in the next paragraph. If you elect this feature, you will receive an email message notifying you when the materials are available, along with a web address for viewing the materials. If you received this Proxy Statement electronically, you do not need to do anything to continue receiving proxy materials electronically in the future.

Whether you are a Shareholder of Record or a Beneficial Owner holding shares through a bank or broker, you can enroll for future electronic delivery of Proxy Statements and Annual Reports by following these steps:

There is no cost to you for electronic delivery of annual meeting materials. You may incur the usual expenses associated with Internet access as charged by your Internet service provider. Electronic delivery ensures quicker delivery, allows you to view or print the materials at your computer and makes it convenient to vote your shares online. Electronic delivery also conserves natural resources and saves the Company printing, postage and processing costs.

The proxies being solicited hereby are being solicited by the Board of Directors of the Company. The cost of preparing and mailing the notice of Annual Meeting, this Proxy Statement and the accompanying proxy and the cost of solicitation of proxies on behalf of the Board of Directors will be borne by the Company. The Company may solicit proxies by mail, Internet (including by email, Twitter, the use of our Investor Relations website and other online channels of communication), telephone, facsimile and other electronic channels of communication, town hall meetings, personal interviews, press releases and press interviews. Our Directors, officers and regular team members may, without compensation other than their regular compensation and the reimbursement of expenses, solicit proxies by telephone or personal conversation. In addition, we may reimburse brokerage firms and others for their reasonable and documented expenses incurred in connection with forwarding proxy materials to the Beneficial Owners of our common stock.

Article XIV of our Third Restated Articles of Incorporation provides that the number of Directors must be at least one but not more than 12 and must be divided into three classes as nearly equal in number as possible. The exact number of Directors is determined from time-to-timetime to time by the Board of Directors. The term of each class is three years and the term of one class expires each year in rotation.

The election of each nominee for Director requires the affirmative vote of a majority of the shares represented and entitled to vote on the election of Directors at the Annual Meeting. Any broker non-votes on the election of each nominee for Director will be treated as shares not entitled to vote on that matter, and thus will not be counted in determining whether the Director has been elected.

If prior to the Annual Meeting, the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for such nominee will be voted for such substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for such fewer number of nominees as results from the inability of any such nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve.

The following table provides information as of the date of this Proxy Statement about each individual serving as a Director of our Company and each individual nominated by the Board to serve as a Director. Each Director or Nominee has furnished the information included below that relates to his or her respective age, principal occupation and business experience, as well as the names of other boards on which he or she currently serves as a Director or has served in the past. In addition, the table below highlights the relevant experience, qualifications, attributes and skills that led our Board to conclude that each Director or nominee is qualified to serve as a Director of our Company.

The Board of Directors has determined that each of the following Directors who served as a member of our Board during any part of fiscal 20202021 is an “independent Director” as defined by applicable rules of the Nasdaq Stock Market and the rules and regulations of the Securities and Exchange Commission (SEC):

The Board has determined that each Director serving on a committee meets the independence and other requirements applicable to such committee prescribed by applicable rules and regulations of the Nasdaq Stock Market, the SEC and the Internal Revenue Service.

The Board of Directors has further determined that three current members of the Audit Committee, Stephen L. Gulis, Jr., Julie M. Howard and Barbara R. Matas, meet the definition of “audit committee financial expert” under rules and regulations of the SEC and meet the qualifications of “financial sophistication” under the Marketplace Rules of the Nasdaq Stock Market. These designations related to our Audit Committee members’ experience and understanding with

respect to certain accounting and auditing matters are disclosure requirements of the SEC and the Nasdaq Stock Market and do not impose upon any of them any duties, obligations or liabilities that are greater than those generally imposed on a member of our Audit Committee or of our Board of Directors.

The Board of Directors met in person or virtually sixfive times during 2020.2021. The Audit Committee met in person or virtually nineeight times during 2020.2021. The Management Development and Compensation Committee met in person or virtually seven

The Corporate Governance and Nominating Committee (the CGNC) is comprised entirely of independent Directors, currently including Michael J. Harrison (Chair), Stephen L. Gulis, Jr., Deborah L. Kilpatrick, Ph.D. and Kathleen L. Nedorostek. The primary functions of the Corporate Governance and Nominating CommitteeCGNC are to develop and recommend to the Board corporate governance principles to govern the Board, its committees and our executive officers and team members in the conduct of the business and affairs of our Company; to identify and recommend to the Board individuals qualified to become members of the Board and its committees; and to develop and oversee the annual Board and committee evaluation process.

Our Board is currently comprised of nineeleven independent Directors and one executive Director, Shelly R. Ibach, who has served as our President and Chief Executive Officer since June 2012. Since February 2008,The Board does not have a fixed policy regarding the separation of the offices of the Chair of the Board has determined(the Chair) and the Chief Executive Officer (CEO) and believes that it should maintain the flexibility to separateselect the Chair and its leadership structure, from time to time, based on the criteria that it deems in the best interests of the Company and its shareholders. During any period in which the positions of Chairmanthe Chair and CEO are combined, the Board will appoint a lead director from among the independent members of the Board (Lead Director), who will have the Board leadership responsibilities specified in our Corporate Governance Principles and Chief Executive Officer based on its reviewdescribed below. Currently, the roles of the appropriate leadership structure at this time.Chair and CEO are separate. Jean-Michel Valette, an independent Director, has served as ChairmanChair of the Board since May 2010.

Consistent with the Company’s Corporate Governance Principles, the Board retains the right to review this determination and to either continue to maintain these positions as separatedhave combined Chair and CEO positions or to combineseparate the positions, as the Board determines to be in the best interests of the Company at the time.  During any period in which the positions of Chairman of the Board and Chief Executive Officer are combined, the Board would appoint a Lead Director from among the independent members of the Board, who would have certain Board leadership responsibilities specified in our Corporate Governance Principles.

Our Board is responsible for overseeing the Company’s policies and practices with respect to risk assessment and risk management and has delegated to the Audit Committee the responsibility of assisting the Board in fulfilling this role. Among its duties and processes, the Audit CommitteeCommittee: (a) reviews and discusses with management the Company’s policies and practices with respect to enterprise risk assessment and risk management, including with respect to financial risk exposures, internal controls over financial reporting and cybersecurity; (b) oversees the Company’s internal audit function and processes; (c) establishes and oversees procedures for receiving and addressing complaints regarding accounting, internal controls or auditing matters; (d) reviews legal compliance and other legal matters with the Company’s legal counsel; and (e) reports to the full Board with respect to matters within its area of responsibility.

The Audit Committee oversees the Company’s internal audit function, which function is responsible for undertaking an annual enterprise risk assessment process and reporting to the Audit Committee and the Board with respect to this assessment and related risk management and mitigation strategies. The Audit Committee reviews and approves, at least annually, the Company’s internal audit plan and receives quarterly reports with respect to the results of internal audits. The leader of the Company’s internal audit function reports directly to the Audit Committee with respect to internal audit matters, and the Audit Committee has authority to review and approve the appointment, replacement or

dismissal of the leader of this function. The leader of the internal audit function meets regularly in executive session with the Audit Committee without any other members of the Company’s management team present.

In addition to the Audit Committee’s role, each of the other committees considers risks within its respective areas of responsibility. We believe our current Board leadership structure helps ensure proper risk oversight, based on the allocation of duties among committees and the role of our independent Directors in risk oversight.

The Corporate Governance and Nominating Committee (the CGNC) administers the process for nominating candidates to serve on our Board of Directors. The CGNC recommends candidates for consideration by the Board as a whole, which is responsible for appointing candidates to fill any vacancy that may be created between meetings of the shareholders and for nominating candidates to be considered for election by shareholders at our Annual Meeting.

The Board has established selection criteria to be applied by the CGNC and by the full Board in evaluating candidates for election to the Board. These criteria, which are set forth in our Corporate Governance Principles, include general characteristics, areas of specific expertise and experience and considerations of diversity. The general characteristics include:

For the progress payment opportunity, the Committee approved a first halffirst-half goal for 20202021 of $85.3$130.8 million in adjusted EBITDA. The first halffirst-half goal for 20202021 represented our first halffirst-half AOP aligned with the annual AIP goal for target payout of $205.6$266.9 million.