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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):
July 31, 2026
RESIDEO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-38635 |
|
82-5318796 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 16100 N. 71st Street, |
|
|
| Suite 550 |
|
|
| Scottsdale, Arizona |
|
85254 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (480) 573-5340
Registrant’s Former Name or Address, if
changed since last report: N/A
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 (see General Instruction A.2.
below):
| ☐ |
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, $0.001 Par Value |
|
REZI |
|
New York Stock Exchange |
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. ☐
Introductory Note
This Current Report on Form 8-K is being filed
in connection with the closing on August 3, 2026 of the previously announced separation (the “Separation”) of the ADI Global
Distribution business of Resideo Technologies, Inc. (“Resideo” or the “Company”) from the Company’s remaining
businesses. The Separation was effected by the transfer and/or contribution of the ADI Global Distribution business from the Company to
ADI Global Distribution Inc. (“ADI”) or subsidiaries thereof, and the distribution of all of the outstanding shares of ADI
common stock to the Company’s common stockholders (the “Distribution”).
As a result of the Distribution, ADI is now an
independent public company trading under the symbol “ADIG” on the New York Stock Exchange.
Item 1.01 Entry Into
a Material Definitive Agreement.
Agreements with ADI
In connection with the
Separation and Distribution, on July 31, 2026, Resideo entered into several agreements with ADI that govern the relationship of the parties
following the Distribution, including a Separation and Distribution Agreement (the “Separation Agreement”), an Employee Matters
Agreement, a Tax Matters Agreement, a Transition Services Agreement and an Intellectual Property Matters Agreement. A summary of the material
terms of these agreements can be found in the section entitled “Certain Relationships and Related Person Transactions—Agreements
with Resideo” in ADI’s Information Statement, which is included as Exhibit 99.1 to the Current Report on Form 8-K filed by
ADI with the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2026 (the “Information Statement”).
These summaries are incorporated by reference into this Item 1.01 in their entirety.
The foregoing summary
of the Separation-related agreements is qualified in its entirety by reference to the full text of the Separation Agreement, the Employee
Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement and the Intellectual Property Matters Agreement, which
are included as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Agreements with CD&R
Exchange Agreement
On August 3, 2026, ADI
issued to Resideo 150,000 shares of its Series A Cumulative Convertible Participating Preferred Stock, par value $0.001 per share (the
“ADI Preferred Stock”), as partial consideration for the transfer and contribution of assets and liabilities to ADI and its
subsidiaries by Resideo in connection with the Separation.
On July 31, 2026,
Resideo entered into that certain Exchange Agreement (the “Exchange Agreement”) with CD&R Channel Holdings, L.P.
(the “CD&R”) and William Galvin, one of ADI’s directors, pursuant to which, among other things, on August 3,
2026, Resideo exchanged (the “Exchange”) such shares of ADI Preferred Stock issued to it for an equal number of
shares of Series A Cumulative Convertible Participating Preferred Stock, par value $0.001 per share of Resideo (“Resideo
Preferred Stock”) held by CD&R and Mr. Galvin, and thereafter, retired such shares of Resideo Preferred Stock. As a
result, immediately following the Separation, 350,000 shares of Resideo Preferred Stock remained issued and outstanding, and 150,000
shares of ADI Preferred Stock were issued and outstanding.
The foregoing description
of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, which is included as Exhibit
10.5 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment No. 2 to Investment Agreement
In connection with the
consummation of the transactions contemplated by the Exchange Agreement, on August 3, 2026, Resideo entered into that certain Amendment
No. 2 (“Amendment No. 2”) to that certain Investment Agreement, dated April 14, 2024, by and among Resideo, CD&R and the
other parties named therein (as amended on June 14, 2024, the “Investment Agreement”). Pursuant to Amendment No. 2, the Investment
Agreement was amended to, among other things, (i) join CD&R Channel Holdings II, L.P (“CD&R Investor” and together
with CD&R, the “CD&R Stockholders”) to the Investment Agreement, (ii) extend the lock-up period applicable to the
CD&R Stockholders to August 3, 2028, subject to certain exceptions described therein (the “Lock-Up Period”), and (iii)
expand the shares covered by the lock-up to cover any shares of Resideo common stock owned by the CD&R Stockholders as of immediately
following the consummation of the Separation (in addition to the shares of Resideo Preferred Stock originally issued to CD&R as part
of CD&R’s initial investment in the Company pursuant to the terms of the Investment Agreement and any shares of Resideo common
stock issued upon the conversion of such shares of Resideo Preferred Stock).
The foregoing description
of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2, a copy of which is
filed as Exhibit 10.6 hereto and is incorporated herein by reference.
Amendment No. 1 to Registration Rights
Agreement
In addition, in connection
with the consummation of the transactions contemplated by the Exchange Agreement, on August 3, 2026, Resideo entered into that certain
Amendment No. 1 (the “RRA Amendment”) to that certain the Registration Rights Agreement, dated June 14, 2024, by and between
Resideo and CD&R (the “RRA”) to, among other things, (i) join the CD&R Investor to the RRA and (ii) add an obligation
for Resideo to register any Registrable Securities (as defined in the RRA) acquired by the CD&R Stockholders after the initial filing
of a registration statement pursuant to the RRA for resale on a continuous basis pursuant to Rule 415 under the Securities Act of 1933,
as amended (the “Securities Act”).
The foregoing description
of the RRA Amendment does not purport to be complete and is qualified in its entirety by reference to the RRA Amendment, a copy of which
is filed as Exhibit 10.7 hereto and is incorporated herein by reference.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
Prior to the Exchange and the Distribution, ADI was a wholly-owned subsidiary of Resideo. The Exchange and the Distribution were completed
on August 3, 2026. Following the completion
of the Distribution, ADI became an independent public company trading under the symbol “ADIG” on the New York Stock Exchange.
The Distribution was made to holders of Resideo common stock of record as of the close of business on July 20, 2026 (the “Record
Date”), who received one share of ADI common stock for every two shares of Resideo common stock held as of the Record Date. Fractional
shares of ADI common stock were not issued in the Distribution. Fractional shares that holders of Resideo common stock would otherwise
have been entitled to receive were aggregated and will be sold in the public market by the distribution agent. The aggregate net cash
proceeds of these sales will be distributed ratably to those holders of Resideo common stock who would otherwise have been entitled to
receive fractional shares.
Item 3.03 Material Modification
to Rights of Security Holders.
On August 3, 2026, the
Certificate of Designations, Preferences and Rights of the Resideo Preferred Stock was amended and restated (the “A&R Certificate
of Designations”) to give effect to the exchange of ADI Preferred Stock for Resideo Preferred Stock, including by, among other things,
(i) adjusting the initial conversion price to $18.844 and (ii) reducing the number of authorized shares of Resideo Preferred Stock to
350,000 shares. In addition, pursuant to the A&R Certificate of Designations, subject to certain exceptions, the Company’s optional
conversion right and optional redemption right not in connection with a change of control transaction are not exercisable during the Lock-Up
Period.
The foregoing description
of the A&R Certificate of Designations does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of A&R Certificate of Designations, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference.
Item 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As previously disclosed
in the Company’s Current Reports on Form 8-K filed with the SEC on May 11, 2026 and June 4, 2026 (the “Prior 8-Ks”),
effective as of the consummation of the Distribution, (i) Jay Geldmacher retired as President and Chief Executive Officer of Resideo and
as a member of the Board and transitioned to an executive advisor role, (ii) Thomas Surran’s appointment as President and Chief
Executive Officer of Resideo and as a member of the Board became effective, (iii) Nathan Sleeper and Cynthia Hostetler resigned from the
Board, and (iv) Andrew Campelli’s appointment as a member of the Board became effective. The disclosures under Item 5.02 of each
of the Prior 8-Ks are incorporated herein by reference.
Effective as of the consummation
of the Distribution, on August 3, 2026, the following individuals are now serving as executive officers of the Company in the positions
noted below:
| ● | Thomas Surran President and Chief Executive Officer |
| ● | Joshua Foster Senior Vice President, General Counsel and
Corporate Secretary |
| ● | Amit Mehta Senior Vice President Strategy and Business
Operations |
| ● | Scott Harkins Senior Vice President Sales and Marketing |
| ● | Patrick Murray Senior Vice President Integrated Supply
Chain and Information Technology |
| ● | Scott Ziffra Senior Vice President Engineering |
| ● | Ryan Strassburg Senior Vice President & General Manager
Global Climate Solutions |
Effective as of the consummation
of the Distribution, on August 3, 2026, the committees of the Board comprised of the following members:
Audit Committee
Jack R. Lazar
(Chair)
Paul F. Deninger
Brian G. Kushner
Compensation
& Human Capital Management Committee
Sharon L. Wienbar
(Chair)
Nina L. Richardson
John Stroup
Kareem Yusuf
Nominating
and Governance Committee
Nina L. Richardson
(Chair)
Paul F. Deninger
Andrew C. Teich
Innovation
& Technology Committee
Kareem Yusuf
(Chair)
Sharon L. Wienbar
Andrew C. Teich
Jack R. Lazar
Finance
Committee
Paul F. Deninger
(Chair)
Brian G. Kushner
Andrew Campelli
In addition, on July
31, 2026, the Board appointed Mr. Surran, the Company’s President and Chief Executive Officer, to also serve as the Company’s
principal financial officer, effective as of the consummation of the Distribution on August 3, 2026. Mr. Surran succeeds Michael Carlet,
who served as the Company’s Executive Vice President and Chief Financial Officer until the consummation of the Distribution. Additional
information about Mr. Surran is available in the Prior 8-Ks. The compensation arrangements between the Company and Mr. Surran, as disclosed
in the Current Report on Form 8-K filed with the SEC on June 4, 2026, took effect upon consummation of the Separation on August 3, 2026,
and there were no changes to Mr. Surran’s compensation as a result of his additional appointment as principal financial officer.
There are no family relationships between Mr. Surran and any other director or executive officer of the Company and the Company is not
aware of any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the
SEC.
Item 7.01 Regulation
FD Disclosure.
On August 4, 2026, the
Company issued a press release announcing the completion of the Distribution. A copy of the press release is furnished herewith as Exhibit
99.1 and incorporated by reference herein.
The information furnished
under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
ADI and its affiliates
are party to financing arrangements previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July
1, 2026 (the “July 8-K”). Terms used in this Item 8.01 but not otherwise defined herein shall have the meaning ascribed to
them in the July 8-K.
In connection with the
consummation of the Separation and Distribution, ADI used the net proceeds from the sale of the Notes issued under the Indenture and the
borrowings under the Term Facility under the Credit Agreement, in part, to make a one-time cash dividend of $900 million to Resideo as
partial consideration for the transfer and contribution of assets and liabilities to ADI or its subsidiaries by Resideo in connection
with the Separation (the “Cash Consideration”). On August 3, 2026, Resideo applied the proceeds of the Cash Consideration
to repay in full the Initial Term Loans and repay in part the Fourth Amendment Term Loans, in each case as defined under the Second Amended
and Restated Credit Agreement, dated as of June 4, 2026 by and among Resideo, Resideo Funding II, LLC, the other loan parties party thereto,
the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Existing Term Loan Facility”).
Following such repayment on August 3, 2026, the principal amount outstanding under our Existing Term Loan Facility was approximately $1,422
million, with approximately $206 million outstanding under the Fourth Amendment Term Loans maturing June 14, 2031 and approximately $1,216
million outstanding under the Sixth Amendment Term Loans (as defined in the Existing Term Loan Facility) maturing August 13, 2032, in
each case with certain extension rights in the discretion of each lender.
Resideo expects to make
a further repayment of approximately $200 million aggregate principal amount outstanding under its Existing Term Credit Facility following
the completion of post-closing cash adjustments under the Separation Agreement with ADI. Resideo expects to make such further repayment
by the end of the third fiscal quarter of 2026.
Item 9.01. Financial
Statements and Exhibits.
(b) Pro Forma Financial Information.
The Company plans to file the pro forma financial
information required under Item 9.01(b) of Form 8-K in a subsequent Current Report on Form 8-K on or before August 7, 2026.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
| 2.1+ |
|
Separation and Distribution Agreement, dated July 31, 2026, by and between ADI Global Distribution Inc. and Resideo Technologies, Inc. |
| 3.1 |
|
Amended & Restated Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of Resideo Technologies, Inc. |
| 10.1 |
|
Employee Matters Agreement, dated July 31, 2026, by and between ADI Global Distribution Inc. and Resideo Technologies, Inc. |
| 10.2+ |
|
Tax Matters Agreement, dated July 31, 2026, by and between ADI Global Distribution Inc. and Resideo Technologies, Inc. |
| 10.3+ |
|
Transition Services Agreement, dated July 31, 2026, by and between ADI Global Distribution Inc. and Resideo Technologies, Inc. |
| 10.4+ |
|
Intellectual Property Matters Agreement, dated July 31, 2026, by and between ADI Global Distribution Inc. and Resideo Technologies, Inc. |
| 10.5+ |
|
Exchange Agreement, dated July 31, 2026, by and among Resideo Technologies, Inc., CD&R Channel Holdings, L.P. and William Galvin |
| 10.6 |
|
Amendment No. 2 to the Investment Agreement, dated August 3, 2026, by and among Resideo Technologies, Inc., CD&R Channel Holdings, L.P. and CD&R Channel Holdings II, L.P and, solely for purposes of Section 4.10, Clayton, Dubilier & Rice Fund XII, L.P. |
| 10.7 |
|
Amendment No. 1 to the Registration Rights Agreement, dated August 3, 2026, by and among Resideo Technologies, Inc., CD&R Channel Holdings, L.P. and CD&R Channel Holdings II, L.P. |
| 99.1 |
|
Press Release, dated August 4, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| RESIDEO TECHNOLOGIES, INC. |
|
| |
|
|
| By: |
/s/ Joshua Foster |
|
| Name: |
Joshua Foster |
|
| Title: |
Senior Vice President, General Counsel and Corporate Secretary |
|
Date: August 4, 2026
Exhibit 99.1
Resideo Technologies Completes Spin-Off of ADI
Global Distribution
Positioned To Accelerate Profitable Growth and
Innovation as a Pure-Play Building Technologies Company
Repaid $900 Million of Indebtedness and Preferred
Stock Reduced to 350,000 Shares Outstanding
ADI Begins Trading Today on the New York Stock
Exchange Under Ticker “ADIG”
SCOTTSDALE, Ariz., August 4, 2026 -- Resideo Technologies, Inc.
(NYSE: REZI) (“Resideo”), a leading global developer and manufacturer of critical control and sensing solutions for residential
end markets, today announced the completion of its spin-off of ADI Global Distribution Inc. (“ADI”), establishing Resideo as
a pure-play building technologies company. Resideo will continue to trade on the New York Stock Exchange under the ticker symbol “REZI”
and ADI’s common stock will begin “regular-way” trading today on the New York Stock Exchange under the ticker symbol “ADIG”.
“With trusted and iconic brands, deep relationships with pros
and a 140-year heritage of innovation, Resideo is poised to start this next chapter as a pure-play building technologies company,”
said Tom Surran, President and Chief Executive Officer of Resideo. “With dedicated strategic, operational and financial focus, we
are ready to capture the profitable growth opportunities ahead and drive above market growth and sustained margin expansion.”
The spin-off was completed through the distribution of all of the issued
and outstanding shares of ADI common stock to Resideo common shareholders on the basis of one share of ADI common stock for every two
shares of Resideo common stock held of record as of the close of business on July 20, 2026. Resideo shareholders of record will also receive
cash in lieu of any fractional shares to which they would otherwise be entitled.
In connection with the spin-off, Resideo repaid $900 million of outstanding
principal under its Term Loan B credit facility. Resideo expects to make a further repayment of approximately $200 million under its Term
Loan B credit facility following the completion of the post-closing cash adjustment under the separation agreement with ADI. Resideo expects
to make this repayment by the end of the third fiscal quarter. Additionally, the outstanding Resideo Series A Cumulative Convertible Participating
Preferred Stock was reduced by 150,000 shares in connection with the completion of the spin-off, leaving 350,000 shares outstanding, with
a proportional adjustment to the conversion price thereof.
About Resideo
Resideo is a global building technologies company that is a leading
developer and manufacturer of critical control and sensing solutions for residential markets. The company serves professional installers
and integrators across diverse product segments, such as heating, ventilation, and air conditioning controls, combustion, life safety,
security, and water. Its comfort and protection solutions can be found in more than 150 million residential and commercial spaces globally,
with tens of millions of new devices sold annually. More information about Resideo and its trusted brands, including BRK, First Alert,
and Honeywell Home, is available at www.resideo.com.
Forward-Looking Statements
This press release contains forward-looking statements, including,
but not limited to, those regarding our anticipated market positioning and financial and operational performance following the separation
of our ADI Global Distribution business from Resideo Technologies, Inc. and other future events or developments. Forward-looking statements
are typically identified by such words as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “project,” “should,” “will,”
and similar expressions, although not all forward-looking statements contain these words. These statements are based on current expectations
and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those projected.
Among the factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements
are the possibility that the separation may not achieve the intended strategic, operational, or financial benefits for Resideo, its businesses,
or its shareholders; that Resideo may experience operational or other disruptions as a result of the separation, including those relating
to information technology systems, business processes, internal controls, customer and vendor relationships, and workforce alignment.
Resideo’s ability to succeed as an independent enterprise without ADI will depend on numerous factors, including the execution of
its strategies and plans, access to capital markets, the competitive landscape, and general business and economic conditions. Other risks
and uncertainties include, but are not limited to, our ability to recognize the expected savings from, and the timing and impact of, our
existing and anticipated cost reduction actions, and our ability to optimize our portfolio and operational footprint, the ability of Resideo
to drive increased customer value and financial returns and enhance strategic and operational capabilities, risks and uncertainties relating
to tariffs that have been or may be imposed by the United States and other governments, and the other risks described under the headings
“Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in our Annual Report on Form 10-K
for the year ended December 31, 2025 and other periodic reports.
All statements, other than statements of fact, that address activities,
events or developments that we or our management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking
statements. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown
risks and uncertainties, which may cause the actual results or performance of Resideo to differ materially from such forward-looking statements.
Forward-looking statements are not guarantees of future performance, and actual results, developments, and business decisions may differ
from those envisaged by our forward-looking statements. Except as required by law, we undertake no obligation to update such statements
to reflect events or circumstances arising after the date of this press release and we caution investors not to place undue reliance on
any such forward-looking statements.
Contacts:
Investors:
Christopher T. Lee
Global Head of Strategic Finance
investorrelations@resideo.com
Media:
Garrett Terry
Corporate Communications Manager
garrett.terry@resideo.com
Or
Dan Moore, Tali Epstein
Collected Strategies
Resideo-CS@collectedstrategies.com
