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Description: Sleep quality changes dramatically from young to old age, but its effects on brain dynamics and cognitive functions are not yet fully specified. We applied Hidden Markov Models (HMMs) to resting-state MEG data from a large cohort (N=564) of population-based adults (aged 18-88), in order to characterize transient neural networks and to relate their temporal dynamics to sleep quality and to cognitive performance. Using multivariate analyses of brain-sleep profiles and of brain-cognition profiles, we found that an age-related “neural shift”, expressed as decreased occurrence of “lower-order” brain networks, coupled with increased occurrence of “higher-order” networks, was associated with both increased sleep dysfunction and decreased fluid intelligence above and beyond age. These results suggest that poor sleep quality, as evident in ageing, may lead to a behavior-related shift in neural dynamics.