ADI Global reports CD&R’s convertible preferred stake

ADI Global Distribution Inc. reports that investment entities affiliated with CD&R hold Series A Cumulative Convertible Participating Preferred Stock indirectly.

Rhea-AI Filing Summary

ADI Global Distribution Inc. reports that investment entities affiliated with CD&R hold Series A Cumulative Convertible Participating Preferred Stock indirectly. The reported holdings represent preferred shares convertible into 9,258,915 shares of Common Stock at an initial conversion price of $16.152 per share, subject to anti-dilution adjustments. The preferred stock has no expiration date and generally accrues dividends at 7.0% per annum, rising to 10.0% per annum upon specified triggering events. The issuer may, after a lock-up period, require conversion of all outstanding Series A Preferred Stock if the Common Stock trades above 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days. The securities are directly held by CD&R Channel Holdings, L.P., with other CD&R entities potentially deemed beneficial owners subject to detailed pecuniary-interest and beneficial-ownership disclaimers.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CD&R Investment Associates XII, Ltd., CD&R Associates XII, L.P., CD&R Channel Holdings, L.P., CD&R Channel Holdings II, L.P.

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Series A Preferred Stock F1, F2, F3	--	--	--

Holdings After Transaction: Series A Preferred Stock — 9,258,915 contracts (Indirect, See footnotes)

Footnotes (3)

1. F1. The Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") is convertible into shares of Common Stock at any time at the option of the holder, at an initial conversion price per share of $16.152, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event. The Series A Preferred Stock has no expiration date.
2. F2. The Issuer may, subject to the termination of a lock-up period applicable to the Reporting Persons, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of Common Stock if at any time the Common Stock trading price exceeds 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.0% per annum, payable in cash or in-kind by adding the dividend to the accumulated amount of the Series A Preferred Stock, provided that, in the case of certain triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 10.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis.
3. F3. The reported 149,550 shares of Series A Preferred Stock are directly held by CD&R Channel Holdings, L.P. ("CD&R Holdings"). CD&R Investment Associates XII, Ltd. ("CD&R Holdings GP") as the general partner of CD&R Channel Holdings II, L.P. ("CD&R Holdings II"), which wholly owns CD&R Holdings, may be deemed to beneficially own the reported securities. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee (the "Investment Committee") of limited partners of CD&R Associates XII, L.P. ("CD&R Associates"), which may be deemed to beneficially own the reported securities. Each of CD&R Holdings II, CD&R Holdings GP and CD&R Associates, as well as each member of the Investment Committee, expressly disclaims beneficial ownership of the shares of Series A Preferred Stock directly held by CD&R Holdings, except to the extent of their respective pecuniary interest therein.

Key Figures

Series A Preferred shares held: 149,550 shares Underlying Common Stock: 9,258,915 shares Conversion price: $16.152 per share +4 more

7 metrics

Series A Preferred shares held 149,550 shares Directly held by CD&R Channel Holdings, L.P. as described in the ownership footnote

Underlying Common Stock 9,258,915 shares Shares of Common Stock underlying the reported Series A Preferred Stock position

Conversion price $16.152 per share Initial conversion price for Series A Preferred Stock into Common Stock, subject to anti-dilution

Base dividend rate 7.0% per annum Standard annual dividend accrual on Series A Preferred Stock

Trigger dividend rate 10.0% per annum Dividend rate during specified triggering events, such as failure to pay dividends

Forced conversion price threshold 200% of conversion price Common Stock trading condition for issuer’s optional forced conversion right

Trading-day condition 20 out of 30 days Period over which the 200% Common Stock price threshold must be met

Key Terms

Cumulative Convertible Participating Preferred Stock, anti-dilution adjustments, lock-up period, as-converted basis, +1 more

5 terms

Cumulative Convertible Participating Preferred Stock financial

"The Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") is convertible"

anti-dilution adjustments financial

"conversion price per share of $16.152, which is subject to anti-dilution adjustments, including in the event"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

lock-up period financial

"The Issuer may, subject to the termination of a lock-up period applicable to the Reporting Persons, at its option"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

as-converted basis financial

"Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis."

As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.

pecuniary interest financial

"expressly disclaims beneficial ownership of the shares of Series A Preferred Stock directly held by CD&R Holdings, except to the extent of their respective pecuniary interest therein."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership in ADI Global Distribution (ADIG-WI) do the CD&R entities report on this Form 3?

Affiliated CD&R entities report indirect ownership of Series A Preferred Stock that is convertible into 9,258,915 shares of ADI Global Distribution Common Stock, held directly by CD&R Channel Holdings, L.P., with other entities potentially deemed beneficial owners subject to pecuniary-interest limitations.

What is the conversion price of ADI Global Distribution (ADIG-WI) Series A Preferred Stock?

The Series A Preferred Stock is initially convertible into Common Stock at a price of $16.152 per share. This conversion price is subject to anti-dilution adjustments, including for stock splits, stock dividends, recapitalizations, or similar events affecting the Common Stock.

What dividend rate applies to ADI Global Distribution (ADIG-WI) Series A Preferred Stock?

The Series A Preferred Stock accrues dividends at 7.0% per annum, payable in cash or in kind. Upon certain triggering events, such as failure to pay dividends, the rate increases to 10.0% per annum while the triggering event remains in effect.

When can ADI Global Distribution (ADIG-WI) force conversion of the Series A Preferred Stock?

Subject to a lock-up period, the issuer may require conversion of all Series A Preferred Stock if the Common Stock trades above 200% of the then-effective conversion price for at least 20 of 30 trailing trading days, at the issuer’s option.

Who directly holds the ADI Global Distribution (ADIG-WI) Series A Preferred Stock reported, and how is beneficial ownership treated?

The reported 149,550 shares of Series A Preferred Stock are directly held by CD&R Channel Holdings, L.P.. Other CD&R entities may be deemed beneficial owners, but each expressly disclaims beneficial ownership beyond its pecuniary interest in those shares.

Do holders of ADI Global Distribution (ADIG-WI) Series A Preferred Stock receive Common Stock dividends?

Holders of Series A Preferred Stock are entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis, in addition to their stated preferred dividend rate, aligning part of their return with Common Stock distributions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/10/2026 - 05:45 PM Accepted by SEC EDGAR 08/04/2026 - 04:05 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

CD&R Investment Associates XII, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LTD

P.O. BOX 309, UGLAND HOUSE, S CHURCH ST

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
08/03/2026

3. Issuer Name and Ticker or Trading Symbol
ADI GLOBAL DISTRIBUTION INC. [ ADIG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)(2)	(1)(2)	Common Stock	9,258,915	$16.152(1)	I	See footnotes(3)

1. Name and Address of Reporting Person^*

CD&R Investment Associates XII, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LTD

P.O. BOX 309, UGLAND HOUSE, S CHURCH ST

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CD&R Associates XII, L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LTD

P.O. BOX 309, UGLAND HOUSE, S CHURCH ST

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CD&R Channel Holdings, L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LTD

P.O. BOX 309, UGLAND HOUSE, S CHURCH ST

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CD&R Channel Holdings II, L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LTD

P.O. BOX 309, UGLAND HOUSE, S CHURCH ST

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") is convertible into shares of Common Stock at any time at the option of the holder, at an initial conversion price per share of $16.152, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event. The Series A Preferred Stock has no expiration date.

2. The Issuer may, subject to the termination of a lock-up period applicable to the Reporting Persons, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of Common Stock if at any time the Common Stock trading price exceeds 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.0% per annum, payable in cash or in-kind by adding the dividend to the accumulated amount of the Series A Preferred Stock, provided that, in the case of certain triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 10.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis.

3. The reported 149,550 shares of Series A Preferred Stock are directly held by CD&R Channel Holdings, L.P. ("CD&R Holdings"). CD&R Investment Associates XII, Ltd. ("CD&R Holdings GP") as the general partner of CD&R Channel Holdings II, L.P. ("CD&R Holdings II"), which wholly owns CD&R Holdings, may be deemed to beneficially own the reported securities. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee (the "Investment Committee") of limited partners of CD&R Associates XII, L.P. ("CD&R Associates"), which may be deemed to beneficially own the reported securities. Each of CD&R Holdings II, CD&R Holdings GP and CD&R Associates, as well as each member of the Investment Committee, expressly disclaims beneficial ownership of the shares of Series A Preferred Stock directly held by CD&R Holdings, except to the extent of their respective pecuniary interest therein.

	CD&R Investment Associates XII, Ltd.; By: /s/ Rima Simson, VP, Treas. and Sec.	08/04/2026
	CD&R Associates XII, L.P.; By: CD&R Investment Associates XII, Ltd., its general partner; By: /s/ Rima Simson, VP, Treas. and Sec.	08/04/2026
	CD&R Channel Holdings, L.P.; By: CD&R Channel Holdings II GP, Ltd., its general partner; By: /s/ Rima Simson, Director	08/04/2026
	CD&R Channel Holdings II, L.P.; By: CD&R Investment Associates XII, Ltd., its general partner; By: /s/ Rima Simson, VP, Treas. and Sec.	08/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 3: SEC 1473 (03-26)