false
0001740332
0001740332
2026-06-30
2026-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 30, 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)) |
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).
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 |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Senior
Notes Offering
On
June 30, 2026, ADI Escrow Issuer LLC (the “Escrow Issuer”), a direct, wholly-owned subsidiary of ADI Global Distribution
Inc. (“ADIG”) and an indirect, wholly-owned subsidiary of Resideo Technologies, Inc. (the “Company”), successfully
completed the previously announced offering of $400 million aggregate principal amount of the Escrow Issuer’s 7.125% Senior Notes
due 2034 (the “Notes”). The Notes were offered to persons reasonably believed to be qualified institutional buyers in reliance
on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions
outside of the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities
Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The
Notes were issued pursuant to an Indenture, dated June 30, 2026 (the “Indenture”), between the Escrow Issuer and U.S. Bank
Trust Company, National Association, as trustee (the “Trustee”).
The
net proceeds from the sale of the Notes will be used as part of the financing for the proposed spin-off (the “Spin-Off”)
of ADIG from the Company. Pending the consummation of the Spin-Off, the proceeds from the offering were deposited into a segregated escrow
account until satisfaction of the conditions precedent to the Spin-Off and certain other escrow release conditions. If such conditions
are not met by December 31, 2026, the Notes will be redeemed at 100% of the issue price, plus accrued interest.
In
connection with the closing of the Spin-Off and satisfaction of the Escrow Release Condition (as defined in the Indenture), the Escrow
Issuer will merge with and into ADI Global Distribution Funding LLC (“ADI Funding”), a direct wholly-owned subsidiary of
ADIG which will be the surviving entity and will assume the obligations of Escrow Issuer under the Indenture and the Notes (the “Assumption”).
Notes
Guarantees
The
Notes are senior secured obligations of the Escrow Issuer and, following the escrow release and the Assumption, the Notes will be senior
unsecured obligations of ADI Funding, guaranteed on an senior unsecured basis by ADIG and each of ADIG’s existing and future domestic
subsidiaries that guarantees ADIG’s senior credit facilities.
Maturity
and Interest Payments
The
Notes mature on July 15, 2034. Interest on the Notes accrues at 7.125% per annum and will be paid semi-annually, in arrears, on January
15 and July 15 of each year, commencing January 15, 2027.
Optional
Redemption
Prior
to July 15, 2029, the Notes may be redeemed, in whole or in part, at a price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest, if any, plus the applicable “make-whole” premium set forth in the Indenture. At any time on or after
July 15, 2029, the Notes may be redeemed, in whole or in part, at the redemption prices set forth in the Indenture. Up to 40% of the
aggregate principal amount of the Notes may be redeemed prior to July 15, 2029 in an amount equal to the net proceeds from certain equity
offerings at the redemption price equal to 107.125% of the principal amount thereof plus accrued and unpaid interest, if any.
Certain
Covenants and Events of Default
Following
escrow release, the Indenture will limit ADIG’s ability and the ability of its restricted subsidiaries to incur or guarantee additional
indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; make investments;
consummate certain asset sales; engage in certain transactions with affiliates; grant or assume certain liens; and consolidate, merge
or transfer all or substantially all of ADIG’s assets. Additionally, after the escrow release date and upon certain events constituting
a change of control, the holders of the Notes have the right to have their Notes repurchased at a purchase price equal to 101% of their
principal amount, plus accrued and unpaid interest, to (but not including) the date of purchase.
The
Indenture also provides for customary events of default, which, if any of them occurs, may cause the principal of and accrued interest
on the Notes to become, or to be declared, due and payable. Events of default (subject in certain cases to customary grace and cure periods),
include, among others, nonpayment of principal or interest, breach of other covenants or agreements in the Indenture, failure to pay
certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, and certain events
of bankruptcy or insolvency.
Credit
Agreement
On
July 1, 2026, ADI Funding, as borrower, and ADIG, as holdings, entered into a Credit Agreement (the “Credit Agreement”) with
the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Credit
Facilities and Maturities
The
Credit Agreement provides for (i) term loans in an aggregate principal amount of $600 million (the “Term Facility”) and (ii)
revolving credit commitments in an aggregate principal amount of $500 million (the “Revolving Facility” and, together with
the Term Facility, the “Credit Facilities”). Borrowings are permitted under the Credit Facilities upon completion of the
Spin-Off, subject to certain other conditions customary for facilities of this type. The Term Facility will mature, and the term loans
thereunder will be required to be repaid, seven years after the Spin-Off, subject to certain extension rights in the discretion of each
lender. The Revolving Facility will mature, and all borrowings thereunder will be required to be repaid, five years after the Spin-Off,
with certain extension rights in the discretion of each lender. Borrowings under the Term Facility may not be reborrowed once repaid.
Guarantees
and Security
The
obligations under the Credit Facilities are senior secured obligations and are guaranteed on a senior secured basis by ADIG and, following
the completion of the Spin-Off, certain of ADIG’s and ADI Funding’s existing and future direct and indirect wholly owned
material subsidiaries organized under the laws of the U.S., any state thereof or the District of Columbia, subject to certain customary
exceptions set forth in the Credit Agreement (ADI Funding and the guarantors, collectively, the “Loan Parties”). All obligations
of the Loan Parties under the Credit Facilities will be secured by, subject to certain exceptions (including a limitation of pledges
of voting equity interests in certain foreign subsidiaries to no more than 65% of such voting equity interests, and certain thresholds
and exclusions with respect to real property) a first priority lien on substantially all assets of the Loan Parties. The foregoing guarantees
and collateral will also benefit and secure, on a pari passu basis, obligations of the Loan Parties and their restricted subsidiaries
under certain swap contracts, cash management arrangements, supply chain financing arrangements and additional letter of credit facilities
with lenders under the Credit Facilities or their affiliates.
Interest
and Fees
Borrowings
under the Term Facility will be denominated in U.S. dollars and will be subject to an interest rate based on, at the option of ADI Funding,
either (a) a base rate determined by reference to the highest of (1) the rate of interest last quoted by The Wall Street Journal as the
“prime rate” in the U.S., (2) the greater of the federal funds effective rate and the overnight bank funding rate, plus 0.5%
and (3) the one month term SOFR rate, plus 1% per annum (“ABR”), plus an applicable margin of 1.75% per annum or (b) a term
SOFR rate (“SOFR”) (which shall not be less than zero) plus an applicable margin of 2.75% per annum. Borrowings under the
Revolving Facility in U.S. dollars will be subject to an interest rate based on, at the option of ADI Funding, either (a) the ABR, plus
an applicable margin that is expected to vary from 0.5% to 1.0% per annum based on ADIG’s consolidated total net leverage ratio
or (b) SOFR (which shall not be less than zero) plus an applicable margin that is expected to vary from 1.5% to 2.0% per annum based
on ADIG’s consolidated total net leverage ratio. Additionally, borrowings under the Revolving Facility will be available in certain
additional permitted foreign currencies, including Euros, Pounds Sterling and Canadian Dollars. Borrowings under the Revolving Facility
denominated in such permitted foreign currencies will bear interest based on the applicable reference rate for each such currency customary
for financings of this type. Interest payments with respect to the Credit Facilities will be required either on a quarterly basis, at
the end of each interest period or, if the duration of the applicable interest period exceeds three months, then every three months,
or in the case of borrowings under the Revolving Facility denominated in Pounds Sterling, every month. In addition to paying interest
on outstanding borrowings under the Revolving Facility, ADI Funding will be required to pay a quarterly commitment fee based on the unused
portion of the Revolving Facility, which will vary from 0.25% to 0.35% per annum based on ADIG’s consolidated total net leverage
ratio. ADI Funding will be obligated to make quarterly principal payments throughout the term of the Term Facility according to the amortization
provisions set forth therein, as such payments may be reduced from time to time in accordance with the terms thereof as a result of the
application of loan prepayments made, if any, prior to the scheduled date of payment thereof.
Certain
Covenants and Events of Default
The
Credit Agreement contains customary affirmative and negative covenants that, among other things, limit ADIG’s, ADI Funding’s
and their restricted subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental
changes, enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain
indebtedness and to pay dividends, to make other distributions or redemptions/repurchases, in respect of ADIG’s, ADI Funding’s
and their respective subsidiaries’ equity interests, to engage in transactions with affiliates or amend certain material documents.
In addition, the Revolving Facility contains financial covenants requiring the maintenance of a consolidated total net leverage ratio
of, initially, not greater than 4.75 to 1.00, with step-downs to 4.50:1.00, 4.25:1.00, 4.00:1.00
and 3.50:1.00 at the third, fifth, seventh and ninth fiscal quarters ending after the Spin-Off (subject, from and after the ninth
fiscal quarter ending after the Spin-Off, to step-ups, at the option of ADI Funding, to 4.00:1.00 for
the four consecutive fiscal quarters ending after the consummation of an acquisition that involves aggregate consideration of at least
$250 million, subject to certain conditions and limitations), and a consolidated interest coverage ratio of not less than
2.50 to 1.00 beginning with the first fiscal quarter ending after the Spin-Off. The Credit Facilities also contain customary events of
default including with respect to a failure to make payments under the Credit Facilities, cross-default, certain bankruptcy and insolvency
events and customary change of control events.
Voluntary
and Mandatory Prepayments
ADI
Funding is permitted to voluntarily prepay borrowings under the Credit Facilities without premium or penalty, subject to a 1.00% prepayment
premium in connection with any repricing transaction with respect to the Term Facility in the first six months after the Spin-Off and
customary “breakage” costs with respect to certain loans. ADI Funding will be permitted to reduce the commitments under the
Revolving Facility, in whole or in part, in each case, subject to certain minimum amounts and increments. The Credit Agreement also contains
certain mandatory prepayment provisions in the event that we incur certain types of indebtedness, receive net cash proceeds from certain
non-ordinary course asset sales or other dispositions of property, or receive net cash proceeds from certain casualty events with respect
to property, in each case subject to thresholds, exceptions and terms and conditions customary for financings of this kind. ADI Funding
will be required to make prepayments on the Term Facility, starting with the fiscal year ending on December 31, 2027, equal to 50% of
excess cash flow on an annual basis (with step-downs to 25% and 0% subject to satisfaction of certain consolidated total net leverage
ratios), subject to thresholds, exceptions and terms and conditions customary for financings of this kind.
Use
of Proceeds
The
net proceeds of the borrowings under the Term Facility, together with a portion of the proceeds of the issuance of the Notes, will be
used to pay a one-time cash dividend to the Company in the amount of approximately $900 million as partial consideration for contribution
of the ADI Global Distribution business by the Company to ADIG in connection with the Spin-Off, to pay costs and expenses incurred in
connection with the transactions and for general corporate purposes. It is expected that the Revolving Facility will be undrawn in connection
with the completion of the Spin-Off. The proceeds of any future borrowings under the Revolving Facility are expected to be used for general
corporate purposes.
The
foregoing descriptions of the Indenture and the Credit Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of the Indenture and the Credit Agreement, copies of which are attached as Exhibits 4.1 and 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.
Item
7.01 Regulation FD Disclosure
On
July 1, 2026, the Company announced that its board of directors (the “Board”) has formally approved the Spin-Off of the Company’s
ADI Global Distribution business into an independent, publicly traded company named “ADI Global Distribution Inc.” and approved
a record date of July 20, 2026 (the “Record Date”) for the pro rata distribution (the “Distribution”) of all
of the issued and outstanding common shares of ADIG to the holders of Company common stock as of the close of business on the Record
Date (the “Eligible Holders”). The shares of ADIG are expected to be delivered at 5:00 p.m. (eastern time) on August 3, 2026
(the “Expected Distribution Date”) and the Distribution will be deemed effective as of 12:01 a.m. (eastern time) on August
3, 2026. On the Expected Distribution Date, the Eligible Holders are expected to receive one share of ADIG common stock for every two
shares of the Company common stock they hold as of the close of business on the Record Date.
Completion
of the Distribution and the Spin-Off is subject to, among other things, the satisfaction or waiver of certain closing conditions as set
forth in the form of Separation and Distribution Agreement filed with the U.S. Securities and Exchange Commission as part of the registration
statement on Form 10 filed with the SEC by ADIG.
A
copy of the press release, which includes the matters set forth in Item 7.01 of this Current Report on Form 8-K and announces information
regarding “ex-dividend” trading of shares of the Company’s common stock and “when-issued” trading of shares
of ADIG’s common stock, is furnished herewith as Exhibit 99.1.
The
forward-looking statements contained in this Form 8-K (including any exhibits hereto) are qualified by the information contained under
the heading “Forward-Looking Statements” in the press release furnished as Exhibit 99.1 hereto.
The
information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be
deemed to be incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except
as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| |
|
| 4.1 |
|
Indenture dated June 30, 2026, among ADI Escrow Issuer LLC, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee |
| |
|
|
| 10.1^ |
|
Credit Agreement dated July 1, 2026, among ADI Global Distribution Inc., ADI Global Distribution Funding LLC, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent |
| |
|
| 99.1 |
|
Press Release dated July 1, 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/
Jeannine J. Lane |
|
| Name: |
Jeannine
J. Lane |
|
| Title: |
Executive
Vice President, General Counsel and Corporate Secretary |
|
Date:
July 1, 2026
5
Exhibit
99.1
Resideo
Board of Directors Sets Record Date and Announces Expected Timing for Spin-off of ADI Global Distribution
| ● | Record
date set for July 20, 2026 |
| | | |
| ● | Distribution
expected to occur on August 3, 2026, with common shareholders of record expected to receive
one share of ADI common stock for every two shares of Resideo common stock owned |
| | | |
| ● | ADI
expected to begin trading on NYSE on August 4, 2026, under the ticker symbol “ADIG” |
| | | |
| ● | ADI
completes $400 million senior notes offering and enters into a credit agreement with respect
to a $600 million term loan facility and a $500 million revolving facility in connection
with the planned spin-off |
SCOTTSDALE,
Ariz., July 1, 2026 – Resideo Technologies, Inc. (NYSE: REZI) (“Resideo”) today announced that its Board of Directors
(the “Board”) has formally approved the planned spin-off (the “Spin-Off”) of its ADI Global Distribution business.
The Board also has set a record date of July 20, 2026 (the “Record Date”) and a distribution date of August 3, 2026 in connection
with the Spin-Off.
To
execute the Spin-Off, Resideo will distribute all of the issued and outstanding shares of ADI Global Distribution Inc. (“ADI”)
common stock pro rata to Resideo common shareholders of record on the Record Date. The distribution will occur at 5:00 p.m., eastern
time, on August 3, 2026 (the “Distribution Date”), on the basis of a distribution ratio of one share of ADI common stock
for every two shares of Resideo common stock held as of the close of business on the Record Date.
Following
the distribution, ADI common stock is expected to begin trading on the New York Stock Exchange (“NYSE”) on August 4, 2026,
under the ticker symbol “ADIG.” Resideo will continue to trade on the NYSE under the ticker symbol “REZI.”
Completion
of the Spin-Off is conditioned upon the satisfaction or waiver of certain conditions as set forth in the form of Separation and Distribution
Agreement filed with the U.S. Securities and Exchange Commission (“SEC”) as part of the registration statement on Form 10.
The
Spin-Off is expected to be tax-free to Resideo shareholders for U.S. federal income tax purposes, except for cash that shareholders may
receive in lieu of fractional shares.
No
vote or action is required by Resideo’s common shareholders to receive the special stock dividend of shares of ADI common stock.
The ADI common stock issued in the distribution will be in book-entry form. Resideo common shareholders who hold their shares through
brokers or other nominees will have their shares of ADI common stock credited to their accounts by their nominees or brokers.
Resideo
plans to send an information statement regarding this transaction to common shareholders on or around July 20, 2026. The information
statement will include details on the distribution and will be posted under the Investor Relations tab on Resideo’s website at:
https://investor.resideo.com/overview/default.aspx
When-Issued
Trading Market
Resideo
anticipates that ADI common stock will begin trading on the NYSE under the ticker symbol “ADIG WI” on a “when-issued”
basis on or about July 29, 2026. ADI common stock is expected to begin “regular-way” trading on the NYSE under the ticker
symbol “ADIG” on August 4, 2026.
Shares
of Resideo common stock are expected to continue to trade “regular-way” on the NYSE under the current ticker symbol “REZI”
through the Distribution Date. However, beginning on July 29, 2026 and continuing through August 3, 2026, it is expected that there will
be two markets in Resideo common stock on the NYSE: a “regular-way” market under Resideo’s current ticker symbol “REZI,”
in which Resideo shares will trade with the right to receive shares of ADI common stock on the Distribution Date, and an “ex distribution”
market under the ticker symbol “REZI WI”, in which Resideo shares will trade without the right to receive shares of ADI common
stock on the Distribution Date.
Resideo
shareholders are encouraged to consult their financial advisors regarding the specific implications of buying, selling or holding shares
of Resideo common stock on or before the Distribution Date.
Completion
of ADI’s $400 Million Senior Notes Offering and Entry Into Senior Secured Credit Facilities
Resideo
also announced the successful closing of the offering of $400 million aggregate principal amount of 7.125% Senior Notes due 2034 (the
“Notes”) issued by ADI Escrow Issuer LLC, a wholly owned subsidiary of ADI (the “Escrow Issuer”), on June 30,
2026. The Notes bear interest at a rate of 7.125% per annum, payable semi-annually in arrears on January 15 and July 15 of each year,
beginning on January 15, 2027, and will mature on July 15, 2034. In connection with the consummation of the Spin-Off, the Notes will
be assumed by ADI Global Distribution Funding LLC (“ADI Funding”), a wholly owned subsidiary of ADI, and guaranteed by ADI
and each of ADI’s subsidiaries that also guarantees the Senior Secured Credit Facilities.
In
addition, on July 1, 2026, ADI Funding entered into a $600 million senior secured term B loan facility (the “Term Facility”)
and a $500 million senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facility,
the “Senior Secured Credit Facilities”). The Term Facility is expected to be funded on the Distribution Date, subject to
customary conditions.
ADI
intends to use a portion of the gross proceeds of the Notes, together with borrowings under the Term Facility, to make a distribution
to Resideo in connection with the Spin-Off and to pay fees, costs and expenses in connection with the Senior Secured Credit Facilities
and the Notes offering. ADI intends to use the remaining proceeds, if any, for general corporate purposes. ADI expects the Revolving
Facility to be undrawn upon completion of the Spin-Off.
Resideo
and ADI Investor Days
As
previously announced, Resideo and ADI will host Investor Days in New York City on July 13, 2026, and July 14, 2026, respectively. Both
events will take place at the New York Stock Exchange and will include management presentations, product showcases and Q&A sessions
with executive management. During the events, members of the leadership teams will provide details on Resideo’s and ADI’s
standalone businesses, longer-term financial outlooks and respective value creation strategies.
Live
webcasts of the events, along with related presentation materials, will be available on Resideo’s Investor Relations website. Replays
of the webcasts will be available following the presentations.
About
Resideo
Resideo
is a leading global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions for residential
and commercial end-markets. We are a leader in the home heating, ventilation, and air conditioning controls markets, smoke and carbon
monoxide detection home safety and fire suppression products markets, and security products markets. Our solutions and services can be
found in over 150 million residential and commercial spaces globally, with tens of millions of new devices sold annually.
About
ADI
ADI
is a global specialty distributor of professionally installed low-voltage products serving commercial and residential markets through
an omnichannel go-to-market platform. Within North America, ADI is the market-leading distributor in the professionally installed security,
fire/life safety and audio-visual product categories. We offer over 500,000 products from more than 1,000 suppliers across key specialty
low-voltage categories with strong proximity to our customers with a large network of store locations.
Forward-Looking
Statements
This
press release contains forward-looking statements, including, but not limited to, those regarding the Spin-Off and the expected timing
of the Spin-Off, the release of net proceeds from the Notes offering and borrowing of the Term Facility 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 conditions to the Spin-Off may not be obtained or satisfied within the expected timeframe or
at all; that the Spin-Off may not be completed on the anticipated terms or timing or may not occur at all; that the Spin-Off may not
achieve the intended strategic, operational, or financial benefits for Resideo, ADI, their respective businesses, or shareholders; that
Resideo or ADI 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. Each separated
company’s ability to succeed as an independent enterprise will depend on numerous factors, including the execution of their respective
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 the risks described under the headings “Risk Factors” and “Cautionary
Statement Concerning Forward-Looking Statements” in Resideo’s Annual Report on Form 10-K for the year ended December 31,
2025 and other periodic reports, as well as risks described under the heading “Risk Factors” and “Cautionary Statement
Concerning Forward-Looking Statements” in the Form 10 filed by ADI Global Distribution Inc. with the SEC.
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 or ADI 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
Source
Resideo
Technologies, Inc.
