Resideo Technologies (NYSE: REZI) outlines ADI spin-off and post-separation size

Rhea-AI Filing Summary

Resideo Technologies, Inc. completed the separation of its former wholesale distribution business into ADI Global Distribution Inc., structured as a tax free spin-off. Resideo distributed 100% of ADI common stock to its stockholders on a pro rata basis, giving one ADI share for every two Resideo common shares held as of July 20, 2026. ADI now trades independently on the New York Stock Exchange under the symbol ADIG. Resideo and ADI entered a separation and distribution agreement plus related tax, commercial product purchase, employee matters and transition services agreements to govern their ongoing relationship.

Resideo presents unaudited pro forma condensed consolidated financial information to illustrate its profile after the spin-off. As of April 4, 2026, pro forma total assets were $3,984 million and long-term debt was $2,065 million, reflecting removal of ADI and use of a $900 million dividend and $67 million cash adjustment from ADI to repay $1,100 million of Term Loan B facilities. For the three months ended April 4, 2026, pro forma net revenue was $752 million and pro forma net income available to common stockholders was $32 million, or $0.21 per basic and diluted share. For 2025, pro forma net revenue was $2,858 million and the pro forma net loss available to common stockholders was $(670) million, or $(4.50) per share. In connection with the spin-off, Resideo also adjusted and amended its stock incentive, director equity and employee stock purchase plans under anti-dilution provisions.

8-K Event Classification

4 items: 2.01, 5.01, 5.02, 9.01

4 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Pro forma total assets: $3,984 million Pro forma long-term debt: $2,065 million ADI cash dividend to Resideo: $900 million +6 more

9 metrics

Pro forma total assets $3,984 million Total assets as of April 4, 2026 after ADI separation on a pro forma basis

Pro forma long-term debt $2,065 million Long-term debt as of April 4, 2026 after using ADI-related cash to repay Term Loan B

ADI cash dividend to Resideo $900 million Cash dividend received from ADI in connection with the Separation

Term Loan B repayment $1,100 million Repayment of Term Loan B facilities funded by ADI dividend and cash adjustment

Pro forma net revenue Q1 2026 $752 million Net revenue for the three months ended April 4, 2026 on a pro forma basis

Pro forma net income to common Q1 2026 $32 million Net income available to common stockholders for the quarter ended April 4, 2026

Pro forma EPS Q1 2026 $0.21 Basic and diluted earnings per common share for the three months ended April 4, 2026

Pro forma net revenue 2025 $2,858 million Net revenue for the year ended December 31, 2025 after removing ADI discontinued operations

Pro forma net loss to common 2025 $(670) million Net loss available to common stockholders for 2025 on a pro forma basis

Key Terms

tax free spin-off, pro rata distribution, discontinued operations, transition services agreement, +2 more

6 terms

tax free spin-off regulatory

"The Separation was structured as a tax free spin-off, which occurred by way of a pro rata distribution"

pro rata distribution financial

"occurred by way of a pro rata distribution of 100% of ADI common stock to Resideo common stockholders"

A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

discontinued operations financial

"reflect the reclassification of ADI as discontinued operations for all periods presented"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

transition services agreement financial

"entered into a transition services agreement whereby Resideo and ADI will each provide certain post-closing services"

A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.

Transaction Accounting Adjustments financial

"The adjustments in the “Transaction Accounting Adjustments” column in the unaudited Pro Forma"

Indemnification Agreement expense financial

"Indemnification Agreement expense | | | 972 | | | | - |"

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

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FAQ

What did Resideo Technologies (REZI) do with its ADI Global Distribution business?

Resideo Technologies (REZI) completed the separation of its former wholesale distribution business into ADI Global Distribution Inc. on August 3, 2026. The transaction was structured as a tax free spin-off, leaving ADI as an independent company listed on the NYSE under the symbol ADIG.

How were Resideo Technologies (REZI) shareholders compensated in the ADI spin-off?

Resideo common stockholders received one share of ADI common stock for every two shares of Resideo common stock they held. The pro rata distribution of 100% of ADI common stock was made to holders of Resideo shares as of the July 20, 2026 record date.

What do the pro forma financials show for Resideo (REZI) after the ADI spin-off?

On a pro forma basis as of April 4, 2026, Resideo reports total assets of $3,984 million and long-term debt of $2,065 million. For the three months ended that date, pro forma net revenue was $752 million and net income available to common stockholders was $32 million.

How did the ADI separation affect Resideo’s (REZI) 2025 pro forma results?

For the year ended December 31, 2025, Resideo’s pro forma net revenue after removing ADI was $2,858 million. The pro forma net loss available to common stockholders was $(670) million, equivalent to $(4.50) per basic and diluted share, including Indemnification Agreement expense.

What happened to Resideo’s (REZI) debt and cash flows in connection with the ADI spin-off?

In connection with the Separation, Resideo received a $900 million cash dividend and a $67 million cash adjustment from ADI and used the proceeds to repay $1,100 million of Term Loan B facilities. The net pro forma adjustment reduced cash and cash equivalents by $133 million.

What ongoing agreements exist between Resideo (REZI) and ADI after the spin-off?

Resideo and ADI entered several agreements, including a separation and distribution agreement, tax matters agreement, commercial product purchase agreement, employee matters agreement and a transition services agreement, under which each will provide certain post-closing services on a transitional basis.

How did Resideo (REZI) adjust its equity and employee plans after the ADI separation?

Effective August 7, 2026, Resideo adjusted the number of common shares underlying awards and authorized for issuance under its 2018 Stock Incentive Plan, 2018 Director Equity Plan and Employee Stock Purchase Plan pursuant to anti-dilution provisions and amended each plan to reflect these adjustments.

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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): August 3, 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. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K is being filed to provide the pro forma financial statements and the adjustments of the number of shares of Common Stock underlying outstanding awards and authorized for future issuance under certain plans required under Items 2.01, 5.01 and 9.01 of Form 8-K in connection with the separation (the “Separation”) from Resideo Technologies, Inc. (the “Company”) of its ADI Global Distribution business into an independent, publicly traded company, ADI Global Distribution Inc. (NYSE:ADIG). The Separation was completed on August 3, 2026.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the separation by Resideo Technologies, Inc. (the “Company”) of the ADI Global Distribution business from the Company's remaining businesses, effective as of August 3, 2026, the transfer of the ADI Global Distribution business from the Company to ADI Global Distribution Inc. (“ADI”) and the distribution on a pro rata basis by the Company of all of the outstanding shares of ADI's common stock, $0.001 par value per share, to holders of the Company's common stock, $0.001 par value per share (the “Common Stock”), the number of shares of Common Stock underlying outstanding awards and authorized for future issuance under the (i) Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Stock Incentive Plan”), (ii) 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc. (the “Director Equity Plan”), and (iii) the Resideo Employee Stock Purchase Plan (the “Employee Stock Purchase Plan” and, together with the Stock Incentive Plan and the Director Equity Plan, the “Plans”), were adjusted to their current forms pursuant to the anti-dilution provisions of such plans, effective as of August 7, 2026 and each of the Plans was amended in connection therewith to reflect the anti-dilution adjustment pursuant to each such Plan.

The above summary does not purport to be complete and is qualified in its entirety by reference to the Stock Incentive Plan, the Director Equity Plan and the Employee Stock Purchase Plan, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The Company’s unaudited pro forma condensed consolidated financial statements and related notes thereto, giving effect to the Separation, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Exhibit No.		Description
10.1		Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates
10.2		2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc.
10.3		Resideo Employee Stock Purchase Plan
10.4		Restricted Stock Unit Adjustment Notice under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates
10.5		Performance Stock Unit Adjustment Notice under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (2024 PSUs)
10.6		Performance Stock Unit Adjustment Notice under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (2025 ROIC PSUs)
10.7		Performance Stock Unit Adjustment Notice under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (2025 rTSR PSUs)
10.8		Performance Stock Unit Adjustment Notice under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (2026 PSUs)
10.9		Option Adjustment Notice under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates
99.1		Unaudited pro forma condensed consolidated financial statements of Resideo Technologies, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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 7, 2026

2

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On August 3, 2026, Resideo Technologies Inc. (“Resideo”, the “Company”, “we”, “our” and “us”) completed the previously announced separation (the “Separation”) of our former wholesale distribution business into a separate, independent publicly traded company, ADI Global Distribution Inc. (“ADI”). The Separation was structured as a tax free spin-off, which occurred by way of a pro rata distribution (the “Distribution”) of 100% of ADI common stock to Resideo common stockholders. Each Resideo common stockholder received one share of ADI common stock for every two shares of Resideo common stock held as of July 20, 2026. ADI is now an independent publicly traded company under the symbol “ADIG” on the New York Stock Exchange.

Resideo entered into various agreements to effect the Separation and provide for the relationship between Resideo and ADI, including, among others, a separation and distribution agreement, tax matters agreement, commercial product purchase agreement, employee matters agreement and transition services agreement.

The unaudited Pro Forma Condensed Consolidated Financial Statements have been derived from the Company’s historical consolidated financial statements and gives effect to the Separation. The following unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended April 4, 2026 and for each of the years ended December 31, 2025, 2024, and 2023 reflect the Company’s results of operations as if the Separation had occurred as of January 1, 2023 in that they reflect the reclassification of ADI as discontinued operations for all periods presented. The adjustments in the “Transaction Accounting Adjustments” column in the unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended April 4, 2026 and for the year ended December 31, 2025 give effect to the Separation and related transactions as if they had occurred as of January 1, 2025. As a result, there are no transaction accounting adjustments for the years ended December 31, 2024 and 2023, respectively. The unaudited Pro Forma Condensed Consolidated Balance Sheet as of April 4, 2026 reflects the Company’s financial position as if the Separation had occurred on April 4, 2026.

After the date of the Separation, Resideo no longer consolidates ADI into its financial results. The historical financial results of ADI will be reflected in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“U.S. GAAP”) for all periods.

The unaudited pro forma condensed consolidated financial statements have been prepared based upon management’s estimates and assumptions using the best available information and are subject to adjustments described below and in the accompanying notes. The unaudited pro forma condensed consolidated financial statements are presented for illustrative and informational purposes only and are not necessarily indicative of the financial position or results of operations had the Separation and related transactions been completed on the date assumed, nor are they indicative of the Company’s future financial position or results of operations. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes. The adjustments included within the “ADI Separation” column are consistent with the guidance for discontinued operations under U.S. GAAP. The Company's current estimates on a discontinued operations basis are preliminary and could change as the Company finalizes discontinued operations accounting to be reported in the Company's 2026 Annual Report on Form 10-K and applicable 2026 Quarterly Reports on Form 10-Q.

The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of April 4, 2026

($ in millions)		Historical Resideo (as reported)				ADI Discontinued Operations (Note a)				Transaction Accounting Adjustments				Notes		Pro Forma Resideo
Assets:
Current assets:
Cash and cash equivalents		$	438			$	(135	)		$	(133	)		(b)		$	170
Accounts receivable, net			1,114				(703	)			-						411
Inventories, net			1,357				(1,036	)			-						321
Other current assets			265				(146	)			-						119
Total current assets			3,174				(2,020	)			(133	)					1,021
Property, plant and equipment, net			444				(107	)			-						337
Goodwill			3,096				(1,065	)			-						2,031
Intangible assets, net			1,069				(725	)			-						344
Other assets			424				(173	)			-						251
Total Assets		$	8,207			$	(4,090	)		$	(133	)				$	3,984
Liabilities and Stockholders’ equity:
Current liabilities:
Accounts payable		$	1,015			$	(610	)		$	-					$	405
Accrued liabilities			516				(175	)			54			(c)			395
Total current liabilities			1,531				(785	)			54						800
Long-term debt			3,165				-				(1,100	)		(b)			2,065
Other liabilities			589				(239	)			-						350
Total liabilities			5,285				(1,024	)			(1,046	)					3,215
Stockholders’ equity:
Preferred stock			482				-				-						482
Common stock			-				-				-						-
Additional paid-in capital			2,410				-				-						2,410
Retained earnings			374				(3,111	)			913			(d)			(1,824	)
Accumulated other comprehensive income/(loss)			(168	)			45				-						(123	)
Treasury stock at cost			(176	)			-				-						(176	)
Total stockholders’ equity			2,922				(3,066	)			913						769
Total liabilities and stockholders’ equity		$	8,207			$	(4,090	)		$	(133	)				$	3,984

2

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended April 4, 2026

($ in millions except per share amounts)		Historical Resideo (as reported)				ADI Discontinued Operations (Note a)				Transaction Accounting Adjustments				Notes		Pro Forma Resideo
Net revenue		$	1,912			$	(1,160	)		$	-					$	752
Cost of goods sold			1,361				(904	)			-						457
Gross profit			551				(256	)			-						295
Operating expenses:
Research and development expenses			48				(11	)			-						37
Selling, general and administrative expenses			340				(190	)			-						150
Intangible asset amortization			31				(24	)			-						7
Restructuring expenses			6				-				-						6
Business separation costs			24				(24	)			-						-
Total operating expenses			449				(249	)			-						200
Income from operations			102				(7	)			-						95
Interest expense, net			47				(14	)			(3	)		(e)			30
Net income before taxes			55				7				3						65
Provision for income taxes			17				3				1			(f)			21
Net income			38				4				2						44
Less: preferred stock dividends			9				-				-						9
Less: undistributed income allocated to preferred stockholders			3				-				-						3
Net income available to common stockholders		$	26			$	4			$	2					$	32
Earnings per common share:
Basic		$	0.17													$	0.21
Diluted		$	0.17													$	0.21
Weighted average common shares outstanding
Basic			151														151
Diluted			155														155

3

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year Ended December 31, 2025

($ in millions except per share amounts)		Historical Resideo (as reported)				ADI Discontinued Operations (Note a)				Transaction Accounting Adjustments				Notes		Pro Forma Resideo
Net revenue		$	7,472			$	(4,614	)		$	-					$	2,858
Cost of goods sold			5,276				(3,549	)			-						1,727
Gross profit			2,196				(1,065	)			-						1,131
Operating expenses:
Research and development expenses			167				(39	)			-						128
Selling, general and administrative expenses			1,266				(725	)			-						541
Intangible asset amortization			122				(94	)			-						28
Restructuring, impairment and extinguishment costs			16				(8	)			-						8
Business separation costs			18				(18	)			-						-
Total operating expenses			1,589				(884	)			-						705
Income from operations			607				(181	)			-						426
Indemnification Agreement expense			972				-				-						972
Other expense (income), net			(43	)			3				-						(40	)
Interest expense, net			135				(21	)			(5	)		(e)			109
Net income (loss) before taxes			(457	)			(163	)			5						(615	)
Provision for income taxes			70				(51	)			1			(f)			20
Net income (loss)			(527	)			(112	)			4						(635	)
Less: preferred stock dividends			35				-				-						35
Less: undistributed income allocated to preferred stockholders			-				-				-						-
Net income (loss) available to common stockholders		$	(562	)		$	(112	)		$	4					$	(670	)
Earnings (loss) per common share:
Basic		$	(3.77	)												$	(4.50	)
Diluted		$	(3.77	)												$	(4.50	)
Weighted average common shares outstanding
Basic			149														149
Diluted			149														149

4

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2024

($ in millions except per share amounts)		Historical Resideo (as reported)				ADI Discontinued Operations (Note a)				Pro Forma Resideo
Net revenue		$	6,761			$	(4,012	)		$	2,749
Cost of goods sold			4,860				(3,161	)			1,699
Gross profit			1,901				(851	)			1,050
Operating expenses:
Research and development expenses			111				(17	)			94
Selling, general and administrative expenses			1,138				(603	)			535
Intangible asset amortization			80				(54	)			26
Restructuring, impairment and extinguishment costs			52				(20	)			32
Total operating expenses			1,381				(694	)			687
Income from operations			520				(157	)			363
Indemnification Agreement expense			211				-				211
Other expense (income), net			7				(3	)			4
Interest expense, net			81				3				84
Net income (loss) before taxes			221				(157	)			64
Provision for income taxes			105				(43	)			62
Net income (loss)			116				(114	)			2
Less: preferred stock dividends			19				-				19
Less: undistributed income allocated to preferred stockholders			6				-				6
Net income (loss) available to common stockholders		$	91			$	(114	)		$	(23	)
Earnings (loss) per common share:
Basic		$	0.62							$	(0.16	)
Diluted		$	0.61							$	(0.16	)
Weighted average common shares outstanding:
Basic			146								146
Diluted			149								146

5

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2023

($ in millions except per share amounts)		Historical Resideo (as reported)				ADI Discontinued Operations (Note a)				Pro Forma Resideo
Net revenue		$	6,242			$	(3,275	)		$	2,967
Cost of goods sold			4,546				(2,607	)			1,939
Gross profit			1,696				(668	)			1,028
Operating expenses:
Research and development expenses			109				-				109
Selling general and administrative expenses			960				(416	)			544
Intangible asset amortization			38				(11	)			27
Restructuring, impairment and extinguishment costs			42				(12	)			30
Total operating expenses			1,149				(439	)			710
Income from operations			547				(229	)			318
Indemnification Agreement expense			178				-				178
Other expense (income), net			(9	)			8				(1	)
Interest expense, net			65				2				67
Net income before taxes			313				(239	)			74
Provision for income taxes			103				(65	)			38
Net income			210				(174	)			36
Earnings per common share:
Basic		$	1.43							$	0.24
Diluted		$	1.42							$	0.24
Weighted average common shares outstanding:
Basic			147								147
Diluted			148								148

6

NOTES TO UNAUDITED PRO FORMA CONDENSED Consolidated FINANCIAL STATEMENTS

ADI Discontinued Operations

(a) Reflects the discontinued operations of ADI, including the associated assets, liabilities, equity and results of operations in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations. The adjustment amounts do not include general corporate overhead costs which were historically allocated, but did not specifically relate to ADI, as they did not meet the discontinued operations criteria. Such allocations include labor and non-labor expenses related to Resideo’s corporate support functions (e.g., information technology, human resources, legal, finance, accounting, insurance, employee benefits, tax, among others) that historically provided support to ADI.

Transaction Accounting Adjustments

(b) Reflects the distribution of $967 million of cash from ADI to Resideo in connection with the Separation, consisting of a $900 million cash dividend and a $67 million cash adjustment pursuant to the Separation Agreement, after retaining $150 million of cash at ADI. The proceeds are expected to be used, together with Resideo's cash on hand, to repay approximately $1.1 billion of Term Loan B facilities.

($ in millions)		As of April 4, 2026
Cash dividend received from ADI		$	900
Cash adjustment distribution from ADI pursuant to Separation Agreement			67
Less: repayment of Term Loan B facilities			(1,100	)
Total pro forma adjustment to cash and cash equivalents		$	(133	)

(c) Reflects the accrual for additional estimated costs of $54 million related to transaction advisory and professional services, regulatory filings, separation activities and other costs directly attributable to the Separation that anticipated to be incurred between April 4, 2026 and the distribution date. These costs are reflected as an accrual on the unaudited Pro Forma Condensed Consolidated Balance Sheet, with the offsetting entry recorded to retained earnings. Because these costs will be recognized as a component of discontinued operations when incurred following the Separation, no corresponding adjustment is reflected in the unaudited Pro Forma Condensed Consolidated Statement of Operations.

(d) Reflects the effect on total shareholders' equity of the adjustments described in notes (b) and (c) above.

(e) Reflects the reduction of incremental Term Loan B interest expense of $3 million and $5 million for the three months ended April 4, 2026, and the year ended December 31, 2025, respectively, to give effect to the estimated repayment of the remaining Term Loan B debt described in (b) above. Interest expense and the related amortization of debt issuance costs of $15 million and $23 million for the three months ended April 4, 2026, and the year ended December 31, 2025, respectively, associated with the portion of the Term Loan B required to be repaid in connection with the disposal is reflected in the ADI Discontinued Operations (see note (a) above).

(f) Reflects the income tax effects of the pro forma adjustments for the three months ended April 4, 2026 and the year ended December 31, 2025. The adjustments were calculated using the applicable statutory tax rates. Actual tax effects may differ depending on the legal entity structure and other factors following the Separation.

Additionally, in connection with the Separation, Resideo and ADI entered into a transition services agreement whereby Resideo and ADI will each provide certain post-closing services to each other on a transitional basis. Such agreements are not expected to have a material impact on the periods presented in these unaudited Pro Forma Condensed Consolidated Financial Statements.

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Filing Exhibits & Attachments

13 documents

Press Releases

• EX-99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF RESIDEO TECHN 142.0 KB

Agreements & Contracts

• EX-10.1 AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN OF RESIDEO TECHNOLOGIES, INC. AND 147.7 KB
• EX-10.2 2018 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS OF RESIDEO TECHNOLOGIES, INC 98.4 KB
• EX-10.3 RESIDEO EMPLOYEE STOCK PURCHASE PLAN 63.7 KB
• EX-10.4 RESTRICTED STOCK UNIT ADJUSTMENT NOTICE UNDER THE AMENDED AND RESTATED 2018 STOC 19.0 KB
• EX-10.5 PERFORMANCE STOCK UNIT ADJUSTMENT NOTICE UNDER THE AMENDED AND RESTATED 2018 STO 12.0 KB
• EX-10.6 PERFORMANCE STOCK UNIT ADJUSTMENT NOTICE UNDER THE AMENDED AND RESTATED 2018 STO 13.8 KB
• EX-10.7 PERFORMANCE STOCK UNIT ADJUSTMENT NOTICE UNDER THE AMENDED AND RESTATED 2018 STO 13.8 KB
• EX-10.8 PERFORMANCE STOCK UNIT ADJUSTMENT NOTICE UNDER THE AMENDED AND RESTATED 2018 STO 11.8 KB
• EX-10.9 OPTION ADJUSTMENT NOTICE UNDER THE AMENDED AND RESTATED 2018 STOCK INCENTIVE PLA 13.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB