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Resideo (NYSE: REZI) outlines ADI spin-off, new debt plan and CEO transition

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Resideo Technologies, Inc. detailed progress on its planned tax-free spin-off of its ADI Global Distribution business, including leadership and financing plans. The company filed a Form 10 for ADI, targets completion between mid-third and mid-fourth quarter 2026, and disclosed that ADI expects about $1.0 billion of new funded debt to pay a roughly $900 million cash dividend to Resideo and cover fees and general purposes.

Following the separation, ADI will trade on the NYSE as “ADIG,” while Resideo will retain the Products & Solutions business. Thomas Surran will become Resideo’s President and CEO upon completion of the separation, and additional board and officer changes are tied to the closing. In 2025, ADI generated net revenue of $4.784 billion and Adjusted EBITDA of $318 million, while the remaining Resideo Products & Solutions segment produced about $2.9 billion of revenue and Standalone Adjusted EBITDA of $581 million.

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Insights

Resideo advances ADI spin-off with defined leverage, leadership and timing.

Resideo is moving its ADI Global Distribution spin-off toward execution, filing ADI’s Form 10 and setting a completion window between mid‑third and mid‑fourth quarter 2026. ADI will be a standalone specialty distributor, while Resideo keeps the Products & Solutions segment.

SpinCo plans about $1.0 billion of new funded debt, using roughly $900 million for a one-time cash dividend to RemainCo and the balance for fees and general purposes. Pro forma for 2025, ADI shows net revenue of $4.784 billion and Adjusted EBITDA of $318 million (6.6% margin), implying moderate leverage at the new entity.

RemainCo’s Products & Solutions business generated $2.9 billion of 2025 revenue and Standalone Adjusted EBITDA of $581 million with a 20.3% margin, and both companies outline leverage targets around 3.0x gross and 2.0x net over time. Board and management transitions, including appointing Thomas Surran as CEO post‑separation, align leadership with the two‑company structure, while investor and lender presentations are intended to support financing and market education.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ADI 2025 net revenue $4.784 billion ADI standalone net revenue for 2025
ADI 2025 net loss $261 million ADI 2025 net (loss) income
ADI 2025 Adjusted EBITDA $318 million ADI 2025 Adjusted EBITDA; 6.6% margin
ADI new funded debt $1.0 billion Expected SpinCo debt raised at separation
Dividend to RemainCo $900 million One-time cash dividend from ADI to Resideo
Resideo P&S 2025 revenue $2.9 billion RemainCo Products & Solutions standalone revenue 2025
Resideo P&S Standalone Adj. EBITDA $581 million 2025 Standalone Adjusted EBITDA; about 20.3% margin
Spin-off timing window Mid-Q3 to mid-Q4 2026 Planned completion window for ADI separation
Form 10 regulatory
"ADI issued a press release announcing the public filing by ADI of a registration statement on Form 10 relating to the Separation"
Form 10 is a U.S. Securities and Exchange Commission filing companies use to register their securities and become subject to public reporting requirements, delivering a comprehensive package of business descriptions, audited financial statements, management information and risk factors. For investors it matters because it creates a standardized, permanent dossier on a company—like a full inspection and disclosure packet when buying a house—so you can assess finances, risks and management and compare firms reliably.
spin-off financial
"Resideo Announces Filing of Form 10 Registration Statement for Planned Spin-Off of ADI Global Distribution"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
Standalone Adjusted EBITDA financial
"SpinCo generated Revenue of $4.8 billion and Standalone Adjusted EBITDA of $295 million in fiscal year 2025"
Standalone adjusted EBITDA is a measure of a single business unit’s operating profit before interest, taxes, depreciation and amortization, after removing one‑time items and other adjustments to show recurring performance. For investors it isolates the unit’s core cash‑generating ability — like checking a car’s steady miles per gallon after ignoring one‑off detours and tow loads — making it easier to compare performance over time and across peers.
non-GAAP financial measures financial
"This press release includes certain “non-GAAP financial measures” as defined under the Securities Exchange Act of 1934"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
tax-free transaction regulatory
"Tax-free transaction for Resideo and current Resideo shareholders for U.S. federal income tax purposes"
A tax-free transaction is a corporate deal arranged so shareholders or companies do not have to pay immediate income tax on any gains because the law treats the transfer as an exchange rather than a taxable sale. Like swapping one set of assets for another without a tax bill at the moment, it preserves value and shifts when and how taxes will be paid, so investors need to watch deal terms and future tax basis that can affect cash flow and returns.
Revolving Credit Facility financial
"SpinCo expects sufficient liquidity at Spin-Off, comprised of ~$150 million of cash and a new 5-year $500 million Revolving Credit Facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
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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): May 6, 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

 

 

(Former name or former address, if changed since last report)

 

 

 

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:

 

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:   Name of each exchange on which registered:
Common Stock, par value $0.001 per share   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. 

 

 

 

 

 

 

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

 

Director Resignations

 

On May 6, 2026, Nathan Sleeper and Cynthia Hostetler each notified the Board of Directors (the “Board”) of Resideo Technologies, Inc. (the “Company” or “Resideo”) of their intention to resign as directors of the Company, effective upon and subject to consummation of the proposed separation (the “Separation”) of the Company’s ADI global distribution business, which will operate as ADI Global Distribution Inc. (“ADI”). Each of Mr. Sleeper and Ms. Hostetler’s decision to resign from the Board is not the result of any disagreement relating to the Company’s operations, policies or practices. It is anticipated that Mr. Sleeper and Ms. Hostetler will become directors of ADI upon the completion of the Separation. Prior to the consummation of the Separation, Mr. Sleeper and Ms. Hostetler will continue to serve on the Board.

 

As previously reported on Current Reports on Form 8- K filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2024 and January 7, 2026 and the Annual Report on Form 10-K filed on February 24, 2026, Jay Geldmacher, the current President and Chief Executive Officer of the Company, entered into an agreement with the Company on November 6, 2024 (as amended, the “Geldmacher Agreement”), pursuant to which Mr. Geldmacher will resign from the Board following the date the Company appoints a new Chief Executive Officer upon the consummation of the Separation.

 

Director Appointment

 

On April 14, 2024, the Company entered into an investment agreement (as amended, the “Investment Agreement”) with CD&R Channel Holdings, L.P. (the “CD&R Stockholder” and, together with its affiliated funds, the “CD&R Investors”) and Clayton, Dubilier & Rice Fund XII, L.P. (for the limited purposes set forth in the Investment Agreement) providing for the purchase by the CD&R Stockholder of shares of Series A cumulative convertible participating preferred stock of the Company. The Certificate of Designations for such preferred stock (the “Certificate of Designations”) provides that the CD&R Stockholder (i) may designate two directors to the Board, for so long as the CD&R Investors beneficially own shares of common stock and preferred stock of the Company equal to at least 10% of the outstanding common stock of the Company, determined on an as-converted basis and calculated in accordance with the Certificate of Designations, and (ii) may designate one director to the Board, for so long as the CD&R Investors beneficially own shares of common stock and preferred stock of the Company equal to at least 5% but less than 10% of the outstanding common stock of the Company, determined on an as-converted basis and calculated in accordance with the Certificate of Designations. The CD&R Stockholder initially designated Nathan Sleeper and John Stroup to be the designated directors.

 

To fill the vacancy created by the conditional resignation of Mr. Sleeper, the CD&R Stockholder informed the Company that it intends to designate Andrew Campelli, a partner of Clayton Dubilier & Rice LLC, to fill the vacancy that will be created on the Board upon Mr. Sleeper’s resignation therefrom at the closing of the Separation. On May 6, 2026, the Board, upon the recommendation of its Nominating and Governance Committee, approved the appointment of Mr. Campelli to serve as a director of the Company, effective upon consummation of the Separation.

 

Upon his joining the Board, Mr. Campelli will participate in the Company’s director compensation package for non-employee directors described in the Company’s proxy statement for its 2026 annual meeting of shareholders filed with the SEC on April 22, 2026, although the Company expects that certain arrangements will be put in place such that such compensation will ultimately be paid to the CD&R Stockholder or a relevant affiliate thereof on substantially the same terms that are in effect as of the date hereof with respect to the director compensation paid to Messrs. Sleeper and Stroup.

 

Also on May 6, 2026, the Board, upon the recommendation of its Nominating and Governance Committee, approved the appointment of Thomas Surran to serve as a director of the Company, effective upon consummation of the Separation. As of the date hereof, no additional compensation is contemplated for Mr. Surran in connection with his conditional appointment to the Board.

 

1 

 

 

There are no family relationships between Messrs. Campelli and Surran and any other director or executive officer of the Company and, other than as described above, 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.

 

Officer Resignations

 

On May 6, 2026, Robert Aarnes, Michael Carlet and Jeannine Lane each notified the Board of their intention to resign as officers of the Company, effective upon consummation of the Separation. Each of Messrs. Aarnes and Carlet and Ms. Lane’s decision to resign is not the result of any disagreement relating to the Company’s operations, policies or practices. Prior to the consummation of the Separation, Messrs. Aarnes and Carlet and Ms. Lane will continue to serve as officers of the Company. It is anticipated that Messrs. Aarnes and Carlet and Ms. Lane will become officers of ADI upon the completion of the Separation.

 

Pursuant to the Geldmacher Agreement, Mr. Geldmacher will retire as President and Chief Executive Officer following the date the Company appoints a new Chief Executive Officer upon consummation of the Separation, after which time Mr. Geldmacher will serve in an advisory capacity for six months.

 

Officer Appointments

 

On May 6, 2026, the Board, upon the recommendation of its Nominating and Governance Committee, approved the appointment of Thomas Surran as President and Chief Executive Officer of the Company, effective upon the completion of the Separation.

 

Mr. Surran, 63, has served as President of the Products and Solutions segment of the Company since 2023. Prior to joining the Company, Mr. Surran was Chief Operating Officer of FLIR Systems, Inc., a multinational company focused on the development of innovative imaging and sensing technologies for military, industrial and commercial applications, from January 2014 to September 2017. He was President, FLIR Commercial Systems from May 2013 to January 2014 and Managing Director of Raymarine Ltd, CFO of FLIR Commercial Systems and Vice President of FLIR Systems from May 2010 to May 2013. Mr. Surran received a Bachelor of Science from Xavier University and an MBA from the University of Chicago.

 

As of the date hereof, no additional compensation has been approved for Mr. Surran in connection with his conditional appointment as President and Chief Executive Officer of the Company. 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 May 11, 2026, the Company issued a press release announcing the public filing by ADI of a registration statement on Form 10 relating to the Separation and including details of the expected board of directors and officers of ADI. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Beginning on May 11, 2026, the Company plans to hold a series of lender meetings in connection with the Separation and related financing needs of both the Company and ADI. A copy of each presentation to be used in connection with these meetings are furnished herewith as Exhibits 99.2 and 99.3.

 

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 and each presentation furnished as Exhibits 99.2 and 99.3 hereto. Completion of the Separation is subject to, among other things, the satisfaction of closing conditions, including obtaining final approval from the Board, satisfactory completion of financing, receipt of a tax opinion and/or private letter ruling and receipt of regulatory approvals.

 

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3 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.

 

2 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits: 

 

Exhibit
Number
  Description
99.1   Press release dated May 11, 2026.
   
99.2   Resideo Technologies, Inc. Lender Presentation, dated May 11, 2026.
     
99.3   ADI Global Distribution Inc. Lender Presentation, dated May 11, 2026.
     
104   Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL

 

3 

 

 

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.

 

Date: May 11, 2026 RESIDEO TECHNOLOGIES, INC.
     
  By: /s/ Jeannine J. Lane  
  Name: Jeannine J. Lane
  Title: Executive Vice President, General Counsel and Corporate Secretary

 

4 

 

Exhibit 99.1

 

Resideo Announces Filing of Form 10 Registration Statement for Planned Spin-Off of ADI Global Distribution

 

Names ADI and Resideo Leadership Teams and Boards of Directors

 

Investor Days Scheduled for Mid-July to Provide Details on Resideo and ADI’s Go-Forward Business and Value Creation Strategies

 

Spin-Off on Track for Completion Between Mid-Third Quarter and Mid-Fourth Quarter 2026

 

SCOTTSDALE, Ariz., May 11, 2026 — Resideo Technologies, Inc. (NYSE: REZI) (“Resideo” or the “Company”), a leading global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions for residential and commercial end-markets, today provided an update on its planned spin-off of its ADI Global Distribution business (“ADI”), including:

 

Filing of the Form 10 registration statement (the “Form 10”) with the U.S. Securities and Exchange Commission (“SEC”), a copy of which is available on the SEC website as well as Resideo’s Investor Relations website;

 

Announcing ADI’s leadership team and Board of Directors;

 

Announcing Resideo’s leadership team and Board of Directors;

 

Timing for Resideo and ADI Investor Day events in mid-July 2026; and

 

Expected timing for completion of the spin-off between mid-third quarter and mid-fourth quarter of 2026.

 

“Today’s filing reflects the tremendous progress we have made to launch two industry-leading companies, each extremely well positioned to better serve customers and unlock shareholder value,” said Jay Geldmacher, President and CEO of Resideo. “ADI’s new leadership team and Board are a highly skilled and diverse group of individuals who will bring deep knowledge of ADI, cross-sector expertise and proven leadership that will help shape ADI’s future. Similarly, we have a strong bench of talent at Resideo that will remain in place and lead the company forward following the separation.”

 

Highlights from Form 10, ADI Leadership Team and Board of Directors

 

The Form 10 highlights how ADI will:

 

Leverage its preeminent platform position as a global specialty distributor of professionally installed low-voltage products servicing the commercial and residential markets through a leading omnichannel go-to-market platform.

 

Deliver on its distinct value proposition with over 500,000 products from more than 1,000 suppliers, curated through disciplined category management and reinforced by long-standing relationships with top suppliers and premier integrators, high product availability and superior technical sales support.

 

Drive sustained profitable growth and disciplined capital allocation to fund high-return investments and enable a balanced capital allocation approach that will initially be focused on deleveraging.

 

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Expand upon its strong financial foundation. In fiscal year 2025, ADI on a carveout basis generated revenue of approximately $4.8 billion, $261 million net loss, $318 million in Adjusted EBITDA, 22.3% gross margin profit, 5.5% net loss margin, and 6.6% Adjusted EBITDA margin.1

 

The ADI leadership team will include the following individuals:

 

Robert Aarnes, President and Chief Executive Officer. Mr. Aarnes has served as President of ADI at Resideo since 2018.

 

Michael Carlet, Chief Financial Officer. Mr. Carlet has served as the Chief Financial Officer of Resideo since 2024 and previously served as the Chief Financial Officer of Snap One, which was acquired by Resideo in 2024.

 

Marco Cardazzi, Chief Merchandising Officer. Mr. Cardazzi has been with ADI since 2011 and currently serves as Chief Merchandising Officer and previously served as Chief Marketing Officer, Vice President of Global Marketing and held various leadership roles across merchandising, marketing, category management and products.

 

Alicia Copeland, Chief Operating Officer. Ms. Copeland has been with ADI since 2016, currently serving as Chief Operating Officer and previously as Chief Commercial Officer, Chief Transformation Officer, and Vice President of Global Operations.

 

Jeannine Lane, General Counsel, Corporate Secretary and Chief Compliance Officer. Ms. Lane has served as the General Counsel and Corporate Secretary of Resideo since 2018 and previously held various senior positions within Honeywell’s legal department.

 

James Olender, Chief Information Officer. Mr. Olender joined ADI in 2026 as Chief Information Officer and previously held various executive roles within GE, including as Chief Information Officer of GE Vernova’s Wind Segment, among others.

 

Nicole Stevens, Chief Accounting Officer. Ms. Stevens joined ADI in 2026 as Senior Vice President of Accounting, and previously served as SVP Financial Reporting at Amwins, Vice President of Financial Reporting at Snap One (prior to Resideo’s acquisition) and at EY.

 

The ADI Board will be comprised of the following individuals:

 

Michael Kaufmann will serve as Chairman. Mr. Kaufmann previously served in numerous executive positions at Cardinal Health, including Chief Executive Officer and Chief Financial Officer, among others. He is a seasoned board member and currently serves on the board of MSC Industrial Direct.

 

Robert Aarnes will serve as a director, in addition to his role as President and Chief Executive Officer of ADI.

 

William Galvin has over 35 years of experience as a senior executive and leader in the industrial distribution and supply chain services sector. Mr. Galvin was most recently President and CEO of Anixter International, a global distributor of network and security, electrical and electronic and utility power solutions. He currently serves on the boards of Integrated Power Services and Engineered & Industrial Solutions. Mr. Galvin is an operating advisor of CD&R.

 

 

1 This press release includes certain “non-GAAP financial measures” as defined under the Securities Exchange Act of 1934. See reconciliations of U.S. GAAP results to adjusted results in the accompanying tables.

 

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Christine Gorjanc is a financial expert who has served as Chief Financial Officer for various companies, including Invitae, Arlo Technologies and NETGEAR. She has held numerous public company board director roles, including as Audit Committee Chair, and currently serves on the boards of Polestar Automotive and Forward Air Corporation.

 

Cynthia Hostetler has 26 years of leadership experience managing large investment funds (with significant global markets investments), guiding institutional investors and allocating capital resources for businesses. She is an experienced board member and currently serves on several mutual fund boards, including as trustee of Invesco Funds, director of TriLinc Global Impact Fund and board member of Investment Company Institute. Ms. Hostetler has served as a director on the Resideo board since 2020 and effective upon the spin-off, she will resign from the Resideo board.

 

Stephen O. LeClair has decades of experience within the specialty distribution industry, including senior executive roles across operations, manufacturing, finance and sales. Mr. LeClair served as Executive Chair and Chief Executive Officer of Core & Main and previously held senior operations roles at HD Supply Waterworks, HD Supply Lumber and Building Materials, HD Supply and within GE Equipment Services. Mr. LeClair currently serves on the boards of Dycom Industries and AAON.

 

Nathan Sleeper is the Chief Executive Officer of CD&R and chairs the investment firm’s executive committee and is a member of its investment, operating review and compliance committees. Mr. Sleeper has served on numerous public company boards and is currently a member of the Columbus McKinnon Corporation board. Mr. Sleeper has served as a director on the Resideo board since 2024 and effective upon the spin-off, he will resign from the Resideo board.

 

Brian Walker has extensive experience in the distribution sector and currently serves as Senior Vice President, Sales and Onsite Services of W.W. Grainger and previously held numerous leadership positions within its sales and supply chain functions.

 

Resideo Leadership Team and Board of Directors

 

The Resideo leadership team will include the following individuals:

 

Thomas Surran, President and Chief Executive Officer. Mr. Surran has served as President of Resideo’s Products and Solutions business since 2023.

 

Joshua Foster, Senior Vice President, General Counsel and Corporate Secretary. Mr. Foster has served as Deputy General Counsel for Resideo since 2018 and previously spent over a decade at Honeywell in various capacities within the legal division.

 

Scott Harkins, Senior Vice President of Sales and Marketing. Mr. Harkins has served as SVP of Resideo’s Global Sales since 2020 and previously spent over 20 years with Honeywell, including as Vice President of Partner Development for Honeywell Connected Home.

 

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Amit Mehta, Senior Vice President of Strategy and Business Operations. Mr. Mehta has been with Resideo since 2019, and he will continue to lead strategy, corporate development and operational initiatives for Resideo.

 

Patrick Murray, Senior Vice President of Integrated Supply Chain and Information Technology. Mr. Murray has been Resideo’s Senior Vice President of Global Operations and Supply Chain since 2018.

 

Ryan Strassburg, Senior Vice President and General Manager of Global Climate Solutions. Mr. Strassburg currently serves as Vice President and General Manager of Resideo’s Global Climate Solutions business unit and previously held various leadership positions across Honeywell’s sales, product management, and marketing teams.

 

Scott Ziffra, Senior Vice President of Engineering. Mr. Ziffra has served as Resideo’s SVP of Engineering and Product Management since 2020.

 

Jeff Kutz, Senior Vice President and Chief Accounting Officer. Mr. Kutz will remain in his role as Resideo’s Chief Accounting Officer.

 

With the assistance of a leading search firm, the Resideo Board has an active search process underway to identify its new Chief Financial Officer.

 

Upon completion of the spin-off, the Resideo Board of Directors will comprise ten directors:

 

Cynthia Hostetler, Nathan Sleeper and Jay Geldmacher will resign from the Board.

 

Andrew Campelli, a partner at CD&R, will be appointed to the Board.

 

Andrew Teich will remain in his role as Chairman and all other current Resideo directors will continue as members of the Resideo Board.

 

Mr. Geldmacher’s retirement from Resideo will become effective upon completion of the separation, after which time, he will serve in an advisory capacity for six months.

 

Thomas Surran will be appointed as a director, in addition to his role as President and Chief Executive Officer.

 

Investor Days

 

Resideo and ADI will host separate investor days in mid-July in New York City. Members of the leadership teams will provide details on the businesses and outline their respective value creation strategies. Additional information, including dates, webcasts and registration, will be provided in the coming weeks.

 

Additional Information

 

Resideo expects the spin-off of ADI to be completed between mid-third quarter and mid-fourth quarter of 2026, subject to final approval from the Resideo Board and other customary conditions.

 

The planned spin-off of ADI is intended to be tax-free for Resideo and its stockholders for U.S. federal income tax purposes, except for cash that stockholders may receive (if any) in lieu of fractional shares. Consistent with the Form 10 process, the filing is an initial step in an iterative process and is subject to change. Additional information will be included in subsequent Form 10 filings. Future updates to the Form 10 will be filed with the SEC and may be viewed at www.sec.gov filings under ADI Global Distribution Inc.

 

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ADI’s common stock is expected to be listed on the New York Stock Exchange under the ticker symbol “ADIG”.

 

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. For more information about Resideo and our trusted, well-established brands including First Alert, Honeywell Home, BRK, Control4, and others, visit www.resideo.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including, but not limited to, those regarding the anticipated separation of Resideo Technologies’ Products & Solutions and ADI Global Distribution businesses into two independent publicly traded companies, the expected timeline for completing the transaction, the strategic rationale and potential benefits of the separation, the anticipated financial and operational performance of each company following the separation, expected leadership transitions, future capital allocation priorities, growth initiatives, market positioning, 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 separation may not be obtained or satisfied within the expected timeframe or at all; that the separation may not be completed on the anticipated terms or timing or may not occur at all; 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. 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, (1) our ability to achieve our outlook regarding the full year 2026, (2) 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, (3) the ability of Resideo to drive increased customer value and financial returns and enhance strategic and operational capabilities, (4) risks and uncertainties relating to tariffs that have been or may be imposed by the United States and other governments, and (5) 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 as well as risks described under the heading “Risk Factors” of the Form 10 filed 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 the Company 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.

 

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Non-GAAP Financial Measures and Pro Forma Information

 

This press release includes certain “non-GAAP financial measures” as defined under the Securities Exchange Act of 1934 and in accordance with Regulation G thereunder, including Adjusted EBITDA and Adjusted EBITDA margin, as well as certain pro forma standalone financial information for ADI. Management believes the use of such non-GAAP financial measures assists investors in understanding the ongoing operating performance of the Company by presenting financial results between periods on a more comparable basis. Such non-GAAP financial measures should not be construed as an alternative to reported results determined in accordance with U.S. GAAP. Readers should also consider the limitations associated with these non-GAAP financial measures, including the potential lack of comparability of these measures from one company to another.

 

“Adjusted EBITDA” represents ADI’s net income before interest expense, income tax expense (benefit), depreciation and amortization, adjusted to exclude the effects of unique and/or non-cash items that are not closely associated with ongoing operations, and provides management and investors with meaningful measures of our performance that increase the period-to-period comparability by highlighting the results from ongoing operations and the underlying profitability factors. “Adjusted EBITDA margin” is calculated as Adjusted EBITDA as a percentage of revenue.

 

The standalone financial information presented for ADI in this press release has been derived from the consolidated financial statements and accounting records of Resideo and reflects certain assumptions and allocations. The pro forma standalone financial information includes all revenues and costs directly attributable to ADI, as well as allocations of certain corporate expenses. These allocations may not be reflective of the actual expenses that ADI would have incurred as an independent, publicly traded company or of the costs it will incur in the future. For additional information regarding the basis of presentation, please see the Form 10 filed with the SEC.

 

The following table provides a reconciliation of net (loss) income and net (loss) income margin, the most closely comparable GAAP financial measures, to Adjusted EBITDA and Adjusted EBITDA margin:

 

ADI’s Adjusted EBITDA and Adjusted EBITDA margin

 

   2025 
Net revenue  $4,784 
      
Net (loss) income  $(261)
Net (loss) income margin   (5.5)%
Provision for income taxes   11 
Income before taxes   (250)
Depreciation and amortization   115 
Interest expense   50 
Interest income   (8)
Indemnification Agreement expense (1)   364 
Stock-based compensation expense (2)   24 
Restructuring, impairment and extinguishment costs (3)   9 
Transaction related expenses (4)   16 
Other (5)   (2)
Adjusted EBITDA  $318 
Adjusted EBITDA margin   6.6%

 

(1)Consists of charges associated with the Indemnification Agreement that were allocated to the Combined Financial Statements. Refer to Note 10. Indemnification Agreement within the Combined Financial Statements for additional information.

 

Page 6 of 7

 

 

(2)Represents non-cash compensation expenses recognized for stock-based compensation arrangements.

 

(3)Consists of non-recurring charges associated with restructuring initiatives as well as non-cash asset impairment charges and the allocation of debt extinguishment costs associated with third-party debt instruments.

 

(4)Represents expenses incurred in 2025 for integration costs related to the Snap One Acquisition of $9 million and allocated transaction costs primarily related to third party vendors incurred due to the Spin-off of $7 million.

 

(5)Represents amounts included in Other Expense reported on the Combined Statement of Operations.

 

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, Jim Golden, Tali Epstein 

Collected Strategies

Resideo-CS@collectedstrategies.com

 

Page 7 of 7

 

Exhibit 99.2

 

May 11, 2026 Company Presentation

 

 

Disclaimer Forward-Looking Statements This presentation and the related conference call contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, and the "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995. All statements 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 the Company to differ materially from such forward-looking statements. Such risks and uncertainties include, but are not limited to, (1) our ability to achieve our outlook regarding the first quarter 2026 and full year 2026, (2) risks related to our anticipated separation of Resideo Technologies' Products & Solutions and ADI Global Distribution businesses into two independent publicly traded companies, including the timing thereof and that we may experience operational or other disruptions as a result of the separation and the planning therefor, (3) 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, (4) the amount of our obligations and nature of our contractual restrictions pursuant to, and disputes that have or may hereafter arise under the agreements we entered into with Honeywell in connection with our spin-off, (5) the ability of Resideo to drive increased customer value and financial returns and enhance strategic and operational capabilities, (6) risks and uncertainties relating to tariffs that have been or may be imposed by the United States and other governments, and (7) 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 filings we make from time to time with the Securities and Exchange Commission. 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 presentation and we caution investors not to place undue reliance on any such forward looking statements. This presentation contains projections and other forward-looking financial information, including projected revenues, earnings, capital expenditures, and other financial metrics. These projections are based on assumptions that management believes to be reasonable as of the date of this presentation. However, the projections are inherently uncertain and are subject to significant business, economic, regulatory, and competitive risks and uncertainties that could cause actual results to differ materially from those presented. No representation or warranty, express or implied, is made as to the accuracy or completeness of these projections, and recipients of this presentation should not place undue reliance on any such projections. The Company undertakes no obligation to update or revise any projections to reflect events or circumstances arising after the date of this presentation. Basis of Presentation This presentation contains certain financial information that reflects management's estimates of the stand-alone costs, expenses, and operating results of the Company as if it were operating as a separate, independent Company. Because this information is based on estimates and assumptions made by management, it is inherently uncertain, and actual results may differ materially from those presented herein. For the fiscal years ended December 31, 2023 and 2024, management has included the operating results of Snap One for the periods prior to its acquisition by the Company which was completed on June 14, 2024. Any pre-acquisition financial information has been combined with the Company's historical financial data for purposes of this presentation. In addition, for the three months period ended June 30, 2024 (which is the fiscal quarter in which the acquisition of Snap One by the Company was completed), the pre-acquisition combined financial information of Snap One included in this presentation are based on management estimates and have not been derived from Snap One's historical books and records for that period. Investors and other recipients of this presentation should consider these limitations when evaluating the financial information contained herein and should not place undue reliance on such information as a substitute for audited or reviewed financial statements prepared in accordance with generally accepted accounting principles. For the fiscal year ended December 31, 2025, management has included an adjustment to revenue of $174.9 million to account for intercompany sales between Resideo Technologies' Products & Solutions and ADI Global Distribution businesses that would have been recognized if they had been third-party sales. Use of Non-GAAP Measures This presentation includes certain "non-GAAP financial measures" as defined under the Securities Exchange Act of 1934 and in accordance with Regulation G thereunder. Management believes the use of such non- GAAP financial measures assists investors in understanding the ongoing operating performance of the Company by presenting the financial results between periods on a more comparable basis. Such non-GAAP financial measures should not be construed as an alternative to reported results determined in accordance with U.S. GAAP. Please see Appendix for further information relating to these non-GAAP financial measures and reconciliations. Market, Industry and Other Information This presentation includes market, industry and other statistical data, as well as estimates and forecasts, from internal research and third-party publications, surveys and studies. Such information involves numerous assumptions and limitations, and you should not place undue weight on these data or estimates. Information contained herein obtained from third-party sources and has not been independently verified. The Company makes no representation or warranty, express or implied, as to the accuracy or completeness of such information. This presentation is provided solely for your information in connection with your evaluation of the Company and is not intended for redistribution, publication or use by any other person. Trademarks, Service Marks and Trade Names We own or license the trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. This presentation may also contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM, © and ® symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors, if any, to these trademarks, service marks, trade names and copyrights. 2

 

 

3 Agenda Appendix Business and Industry Overview Financial Overview

 

 

Executive Summary 4 Situation Overview ⚫On July 30, 2025, Resideo ("REZI", or "RemainCo") announced a plan to spin off its ADI Global Distribution business ("ADI", the "Company", or "SpinCo") into an independent, U.S. publicly traded company ⚫The spin-off is currently planned for mid-Q3 to mid-Q4 2026, with REZI spinning 100% of the Company to common shareholders ⚫Following the completion of the separation, Resideo's Products & Solutions ("P&S") business will continue to operate as Resideo (NYSE:REZI) and ADI will trade as a separate public company (NYSE:ADIG) SpinCo / ADI ⚫In connection with the Spin-Off, SpinCo expects to incur ~$1.0 billion of new funded debt split between secured and unsecured debt ⚫Use of proceeds would be a one-time cash dividend to RemainCo of approximately $900 million, pay related transaction fees and expenses, and general corporate purposes ⚫SpinCo expects sufficient liquidity at Spin-Off, comprised of ~$150 million of cash and a new 5-year $500 million Revolving Credit Facility (unfunded at close) ⚫SpinCo generated Revenue of $4.8 billion and Standalone Adjusted EBITDA of $295 million in fiscal year 2025 RemainCo / REZI ⚫RemainCo is expected to use the cash proceeds from the dividend in conjunction with cash to repay a portion of its existing term loans ⚫RemainCo expects sufficient liquidity at Spin-Off, comprised of ~$150mm of cash and a $500mm Revolving Credit Facility (unfunded at close) ⚫RemainCo generated Revenue of $2.9 billion and Standalone Adjusted EBITDA of $581 million in fiscal year ended 2025 Note: Standalone Adj. EBITDA is Adjusted EBITDA less standalone adjustments. Standalone Adjusted EBITDA is a non-GAAP financial measure, see reconciliation in Appendix. Metrics for RemainCo based on segmented financial data.

 

 

Business and Industry Overview

 

 

Separation Overview 6 Separation Overview Commentary SpinCo RemainCo Structure ⚫Tax-free transaction for Resideo and current Resideo shareholders for U.S. federal income tax purposes ⚫SpinCo: ADI Global Distribution Inc. (NYSE: ADIG) ⚫RemainCo: Resideo Technologies, Inc. (NYSE: REZI) Timing ⚫On track for separation completion mid-Q3 to mid-Q4 2026 ⚫Respective segment heads will assume leadership of standalone public companies Financial Implications ⚫At RemainCo, total standalone corporate costs for 2025 are estimated to be $76M, materially driven by G&A cost ⚫Prudent capital structures with ample liquidity Critical Closing Conditions ⚫Receipt of tax opinion from counsel and/or private letter ruling ⚫Completion of financing ⚫Final approval by Board of Directors 1 2 3 4 ADI Separation into two industry-leading public companies P&S 2025 Standalone Adj. EBITDA / Margin: $295M / 6% 2025 Revenue: ~$4.8B 2025 Standalone Adj. EBITDA / Margin: $581M / 20% 2025 Revenue: ~$2.9B 14M Connected Customers Home Control & Solutions 130 Year History 150M+ Residential and Commercial Spaces Served Note: Standalone Adj. EBITDA is Adjusted EBITDA less standalone adjustments. Standalone Adjusted EBITDA is a non-GAAP financial measure, see reconciliation in Appendix. Metrics for RemainCo based on segmented financial data; 1 In the professionally installed security, fire/life safety and residential audio visual "AV" product categories. Leading Low-Voltage Specialty Distributor in North America1 500k+ Products 100K Pros (Customers)

 

 

Separation creates two pure-play companies 7 Sharper Focus Operational focus and dedicated management teams to win in their respective marketplaces Enhanced Flexibility Increased operating and financial flexibility to pursue growth opportunities Tailored Capital Allocation Strategies Positioned to capitalize on distinct investment opportunities for each independent company Aligned with Investor Demand Designed to attract a shareholder base that is focused on each business' distinct value proposition and simplified financial model ADI and Resideo will have better opportunities to deliver long-term growth and value creation for shareholders

 

 

• Leading provider of residential controls and sensing solutions across comfort and air, water, safety, security, and global climate solutions applications • Portfolio of trusted brands including Honeywell Home, First Alert, BRK and Resideo, backed by a 100+ year innovation heritage • Attractive, resilient margin profile with clear pathway for expansion driven by evolving product mix, pricing and operational initiatives • Exposure to a $40B+ addressable segment, with products and solutions serving 150M+ residential and commercial spaces globally • Integrated whole-home platform spanning sensors, controls, software and connected offerings, with 14M connected customers • Longstanding relationships with 100K+ pro installers, dealers, OEMs and distributors, driving 15M+ annual installs • Mission-critical solutions that help customers improve comfort, safety, security, resource efficiency and smart living Resideo At A Glance "By The Numbers" 14M Connected Customers 100K+ Pro Installers 150M+ Homes & Businesses $40B+ TAS $2.9B '25 Revenue $581M Standalone Adj. EBITDA By Product Category By Geography By Channel Business Highlights Business Mix2 39.5% 'FY25 Gross Margin 20.3% Standalone Adj. EBITDA Margin Manufacturing locations Scaled Global Footprint1 11 Manufacturing Sites Security 16% Air 30% Global Climate Solutions 20% Water 11% Americas ~78% ROW ~22% Distribution ~62% OEM ~22% Retail ~17% Safety 23% 8 Source: Company management estimates, Company filings; 1As of FY 25; 2Business mix by revenue. May not sum to 100% due to rounding Note: Standalone Adj. EBITDA is Adjusted EBITDA less standalone adjustments. Standalone Adjusted EBITDA is a non-GAAP financial measure, see reconciliation in Appendix. Metrics for RemainCo based on segmented financial data

 

 

Repair and Remodel is a significant driver of our business Record homeowner equity enables upgrade spending Average mortgage-holding homeowner has approx. ~$300k in equity1 Aging housing stock – driving demand for retrofits and upgrades Median age of owner-occupied housing ≥40 years2 Home improvement spend remains resilient at record levels (~$518B+) Driven in part by the mortgage rate lock-in effect; growing at ~2.1%3 Climate and safety concerns are influencing growing retrofit spend4 Secular Tailwinds in Housing Driven by Both New Construction and Remodel & Repair Demographic Trends / Household Formation Millennial / Gen Z entry into prime homebuying years5 Persistent Housing Supply Shortage Deficit up to 4.7 million despite pandemic construction surge6 Interest Rates Downward, gradual decline expected Pent-up Demand Over 8 million homes being shared with non-relatives7 U.S. Housing Starts Current build rate of 1.3M/yr is well under equilibrium – expected to average 1.6M/yr from 2024-20338 % Secular Tailwinds in Housing – Remodel & Repair Secular Tailwinds in Housing – New Constructions 9 Source(s): Company management estimates, Company filings; 1As of Q425, Source (Cotality, March 2026); 2As of 2024, Source (NAHB, March 2026); 3Projection as of January 2026, revised in April 2026, Source (Harvard JCHS, April 2026). 4As of 2025, Source (U.S. FHFA, December 2024; Harvard JCHS, March 2025); 5As of June 2025, Source (Harvard JCHS, June 2025); 6As of March 2025, revised in March 2026, Source (U.S. Chamber of Commerce, March 2026); 7As of July 2025, Source (Zillow, July 2025); 8As of September 2024, Source (U.S. Congressional Budget Office, September 2024)

 

 

Core Product Categories are Tied to Critical Systems in the Home and Play in Large Markets P&S portfolio covers three out of the four critical home systems – largely partnering for AC Electric Air Water Security Safety Global Climate Solutions Product Lines Thermostats, Zoning, Indoor Air Quality Valves and Heads, Filters, Potable and Hydronic Solutions Intrusion Panels, Communicators, Sensors, Keypads, Video Cameras Life Safety Detection (Alarms), Suppression Products / Parts for Boilers, Water Heaters, Furnaces, & Heat Pumps GTM Brands Serviceable Addressable (Core / Near-Core) Segment Size ~$5bn ~$10bn ~$16bn ~$3bn ~$5bn Relevant Home System HVAC Plumbing Low Volt / Security AC Electric HVAC – Plumbing 10 Source: Company management estimates, Company filings

 

 

Positioned to be the Leader in Residential Controls & Sensing Providing Comfort, Savings and Protection Complementary Strategies to Achieve Our Objective Accelerate Development of Differentiated Solutions Expand Geographically Focus on the Pros Leverage Our Scale to Provide Superior Value 11

 

 

• Leadership across key product categories including thermostats, zoning and indoor air quality (IAQ) ► #1 in residential thermostats in U.S. and Canada ► Large installed base with brand recognition • Differentiated positioning with the Pro distribution channel with reliable hardware that is easy to install • Large core segment with meaningful opportunities in near adjacencies • Opportunities to expand into higher-growth IAQ segment and commercial adjacencies • Market tailwinds from electrification, building standards and multifamily Resideo – Air Segment Opportunity Business Overview Key Strategic Outlook Product Showcase Product Breadth Category Expansion Maximize Scale • Innovative offerings spanning low to high-end thermostats • Re-enter segments where we have a right to win and expand into new growth vectors • Utilize volumes to reduce costs with re-usable platforms across product lines. Volume increases will compound this benefit Integrated HVAC and Building Standards Residential Leaning into Heat Pumps / Mini Splits Untapped Opportunities in Multifamily 30% of FY'25A Rev. Digital Programmable / non-programmable Mechanical 65-pint 90-pint Dehumidifiers Bypass Fan-powered Steam Humidifiers Ventilation Air BRIGHT UV & Filtration HRV ERV Zoning Panel Rectangular Zone Round Zone Line Volt Air Zoning Indoor Air Quality Smart Thermostats Smart Touchscreen Thermostats with IAQ and Video Doorbell 120-pint Fresh Air System Media Air Cleaner Media Filters Redlink Wireless Pro Thermostat Dampers 12 Source: Company management estimates, Company filings; [1] Near-Core includes hotel smart thermostats, residential IAQ monitors, communicating thermostats, BACnet commercial thermostats, connected dampers / smart vents, filtration – Hepa / UV Key Trends Total: ~$5bn Thermostat Ventilation – HRV / ERV Whole Home (De)/Humidification Filtration Air Zoning Near-Core1 Key Sub Segments

 

 

• Focused water platform across hydronics, potable, and connected sensing • Large core segment with meaningful adjacent whitespace • Leak detection / flow analytics is the key sensing-led growth vector • Insurance, conservation, and ease-of-install are strong tailwinds • Hydronics is the anchor business with adjacency expansion runway • Potable expansion is targeted around backflow and lead-free refresh Resideo – Water Product Showcase Ease of Install Critical for Plumbers Energy and Water Savings in Focus Continued Focus from Insurance on Water Leaks Segment Opportunity Business Overview Key Strategic Outlook Grow Sensing Focus on Specific / Relevant Categories Transition Existing Line Upstream • Add Leak Detection & Defense • Flow Monitoring • Valves and controls for Hydronics to support Air category; investment in Potable to the extent necessary to compete • Designed with sustainability in mind, Braukamnn's filters are made from lead-free materials (<0.1%) and meet the requirements of upcoming EU Directive 2020/2184 for components in contact with drinking water 11% of FY'25A Rev. Mixing Valves Pressure Reducing Valve High-Capacity Mixing Valve WiFi Water Leak Shutoff Valve Trim Kit with SuperVent High-Capacity Thermostatic Radiator Valve Fan Coil Valves Zone Valve Linear Valves and Actuators Potable Water Hydronic Equipment 13 Source: Company management estimates, Company filings; 1Near-Core includes water purification, water treatment, heat and water sub-metering, heat interface units, irrigation panels Key Trends Total: ~$10bn Hydronic Solutions Leak Detection / Flow Analytics Potable Solutions Near-Core1 Key Sub Segments

 

 

• Security is a strategic connected-home sensing and context platform • Resideo offers a trusted and comprehensive security product portfolio and monitoring service, which generates recurring revenue with attractive margins • A leader in volume production for the industry and unique capabilities to deliver at scale • AI-enabled video represents a significant growth vector • Entry-level / DIFM offering broadens reach into new channels Resideo – Security Segment Opportunity Business Overview Key Strategic Outlook Product Showcase Deliver Fully Integrated Solution Develop Video Platform for Advanced Analytics Become Entry- Level Competitive • Highly reliable, full featured platform • Supports total security (Intrusion, Video, Access) • AI Powered video solutions platform to deliver differentiated advanced analytics • Expand to entry-level segment with "do-it-for-me offering" that is UL certified Integrated Systems Dominate Video (with AI features) Essential to the Portfolio Wireless systems and DIY Sufficient for Many 16% of FY'25A Rev. Video Video & Accessories Intrusion Panels Communicators Sensors Keypads Accessories AlarmNet AlarmNet 360 Pro App AlarmNet Core Security Applications 14 Source: Company management estimates, Company filings; [1] Near-Core includes SMB video, SMB commercial intrusion, smart garage doors, security dealer / installer CRM services, perimeter security detection, gate operators, vSaaS, video analytics Key Trends Total: ~$16bn Video DIY Intrusion Pro Wireless Intrusion Pro Hybrid Intrusion Near-Core1 Key Sub Segments

 

 

• Safety is a scaled, trusted life-safety platform led by First Alert / BRK • Large core category with meaningful adjacency whitespace • Universal platform underpins margin expansion and product acceleration • SC5 launch establishes foothold in connected smoke / CO • Expansion runway in occupancy awareness, gas detection and commercial signaling • EMEA / Oceania expansion creates additional growth optionality Resideo – Safety Segment Opportunity Business Overview Key Strategic Outlook Product Showcase Leverage Scale Geographic Expansion Enter Adjacencies • Develop platform for GM expansion, regulatory agility, and sustainability • Develop price competitive connected variants • Build brand and presence in EMEA • Drive First Alert brand into adjacent safety products New Features and Business Models Coming into Focus Accelerated Regulations Driving Purchases Geographic Expansion Opportunity in EMEA 23% of FY'25A Rev. Smoke / CO2 Alarms Heat Alarm Strobe Hardwired Smoke Alarm Battery Operated Smoke Alarm CO Alarm Strobe for Canada SC5 Smart Smoke and CO Alarm 15 Source: Company management estimates, Company filings; [1] Near-Core includes lithium fire suppressant, UWB / presence detection, strobes, lithium fire detection, expanded gas & particulate detection Key Trends Total: ~$3bn Fire Safety Hardware Fire Extinguishers Near-Core1 Gas Detection Key Sub Segments

 

 

• Scaled OEM controls platform with leading positions in residential boiler and water heater controls, plus exposure to furnaces, heat pumps and adjacent categories • Strategy centered on deeper OEM penetration • Growth adjacencies include hybrid heat pumps, heat-pump water heaters, fans and next-gen gas solutions Resideo – Global Climate Solutions Product Showcase AMR: Upcoming New Efficiency Regulations EMEA: Market is Stabilizing Post Subsidies Industry Investments Outside of Gas Growing Key Strategic Outlook Focus on Higher Margin Customers / Product Lines Maintain Core through Deeper Integration Pursue Differentiated Growth Opportunities Segment Opportunity Business Overview • Portfolio optimization • Manufacturing (ISC / Footprint) • Pursue targeted product line investments – residential and light commercial gas, after-market / trade • Hybrid heat pumps & heat pump water heaters • Fans • Next-gen / new gas solutions 20% of '25A Rev. Furnace and Heat Pumps Integrated Furnace Control (IFC) and Valves Air Pressure Switches Heat Pump Unit Controls Inverters Modulating Combustion Systems High-Efficiency Pre-Mix Systems Standard Efficiency Controls and Valves Gas-Adaptive Systems Integrated Gas Valve with Electronics Water Heat System With Flue Damper Pilot Burners Water Heaters Boilers 16 Source: Company management estimates, Company filings; Near-Core includes heat exchanger – combustion, fans – air movement, gas regulators, commercial and industrial combustion , heat pump – evaporators & condensers, heat pump – compressors and inverters, HVAC CO management system, heat pump – thermal storage, specialty heaters, heat pump controls Key Trends Total: ~$5bn Space Heating Water Heating Near-Core1 Key Sub Segments

 

 

Whole Home Management to Drive Comfort, Protection and Savings Resideo is positioned to do exactly this – with a portfolio that spans key nodes across three of the four systems Home systems traditionally have operated in silos, creating inefficiencies and fragmented experiences There is significant value in integrating these components and considering them as a cohesive whole, for optimal performance and efficiency all while reducing downtime HVAC Mechanical Low Voltage / Security Plumbing Electrical / Energy Management 17

 

 

Key Components of Resideo's Ecosystem CLOUD to CLOUD Device Services Data Intelligence Layer – AI / Analytics Partner Connections / Interoperability Intrusion Video Surveillance Access Control HVAC / IAQ Water Safety First Alert Resideo Web Resideo Pro Resideo Academy Resideo Central Resideo Products Interoperability Resideo IQ Platform Central Station Automation Partners Partner with Top Brands from Adjacent Categories Resideo Applications for Our Customers / Support Alerts & Notifications Life Safety Signaling 18

 

 

Key Credit Highlights 5 2 3 4 7 8 1 6 Leading Residential Controls & Sensing Platform: Leading provider of residential controls and sensing solutions across air, safety, security, water and global climate solution applications, serving critical home systems with a broad portfolio of integrated products Large, Attractive End Markets: Positioned across a ~$40B+ addressable industry, with products serving 150M+ homes and businesses in categories supported by comfort, safety, efficiency and repair / remodel demand Trusted Brands with Long Heritage: Portfolio includes Honeywell Home, First Alert, BRK and Resideo, backed by a 100+ year legacy of innovation and strong recognition with Pros and homeowners Deep Professional Channel Relationships: Longstanding relationships with 100K+ pro installers, dealers, OEMs and distributors support 15M+ annual installs and create recurring replacement and upgrade demand Conservative Financial Policy Underpins Strong Cash Generation and Deleveraging Capacity: Disciplined financial policy, durable free cash flow generation and focus on balance sheet improvement support a strong credit profile and meaningful deleveraging over time Robust Margin Profile, Poised for Expansion: Continued strong execution, NPI and operational initiatives support a clear path to margin profile by 2030 Experienced Leadership with Proven Execution: Seasoned management team with deep operating, product and transformation experience has already driven product revitalization, margin expansion and stronger operational discipline Integrated Whole-Home Ecosystem: Differentiated portfolio of sensors, controls, software and connected offerings enables whole-home solutions, supported by 14M connected customers and interoperability across key home systems 19

 

 

Financial Overview

 

 

Summary Historical Financials 21 Adjusted Revenue ($M) Further Adjusted EBITDA ($M)2 Adjusted CapEx ($M)3 $2,567 $2,564 $2,688 $212 $195 $175 $2,778 $2,759 $2,863 2023 2024 2025 Reported Revenue (Net of Genesis Revenue) Intercompany Sales to ADI $542 $618 $656 $581 21.1% 24.1% 24.4% 19.5% 22.4% 22.9% 2023 2024 2025 2025 PF Margin (Reported Revenue) Margin (Adjusted Revenue) $78 $55 $62 2.8% 2.0% 2.2% 2023 2024 2025 CapEx as a % of Adjusted Revenue $464 $563 $594 85.6% 91.1% 90.5% 2023 2024 2025 Conversion Note: Revenue for FY25, FY24, FY23 has been adjusted to account for intercompany sales that would have been recognized if they had been third-party sales. See basis of presentation in the Disclaimer. 1FY23 adj. revenue is reflected as $2,672mm of reported revenue net of $106mm Genesis revenue for the period. Adjusted Revenue is a non-GAAP financial measure, see reconciliation in Appendix. 2Further Adjusted EBITDA is Reported Adjusted EBITDA, further adjusted for the disposition of Genesis and gain (loss) from intercompany sales to ADI. Further Adjusted EBITDA is not burdened by costs required to operate the Company on a fully standalone basis. Further Adjusted EBITDA is a non- GAAP financial measure, see reconciliation in Appendix. 3Adjusted CapEx is a non-GAAP financial measure, see reconciliation in Appendix. 4Conversion calculated as (Further Adjusted EBITDA – Adjusted Capex) / Further Adjusted EBITDA 1 1 Adjusted ~$76mm for standalone corp. costs 20.3% 2025 PF (with standalone costs) Further Adjusted EBITDA – Adjusted Capex ($M)4

 

 

Capital Allocation Strategy & Financial Policy 22 Leverage Capital Allocation Shareholder Distributions • Leverage target of ~3.0x total gross leverage and ~2.0x total net leverage • Management is aligned in maintaining prudent leverage levels that provide bandwidth to weather economic cycles • Committed to a disciplined and prudent approach to capital allocation • Will use excess cash to pay down debt until 3.0x gross leverage is achieved • Continue investing into processes and systems to drive organic growth and generate cash flow • Highly-strategic approach to deploying capital for opportunistic acquisitions • Prudent shareholder capital return policy • Other than preferred dividends, no current plans for dividends or share repurchases • Once 2.0x total net leverage goal is achieved and management is comfortable with cash flow generation, shareholder distribution policies may be explored Liquidity • Ample liquidity under $500M Revolving Credit Facility with a long runway to maturity • Company expects to maintain undrawn revolver

 

 

Appendix

 

 

Standalone Costs Analysis The vast majority of 2025 pro forma standalone costs are within SG&A 24 Commentary ⚫Operational Continuity: P&S enters the separation with a high degree of operational autonomy, utilizing dedicated, ring-fenced Sales and Marketing teams to minimize disruption to customer-facing activities ⚫IT & Infrastructure: Expect incremental one-time IT costs related to the physical decoupling from ADI ⚫Functional G&A Build-Out: Planned step-up in SG&A to support the transition of shared services into dedicated, standalone Finance, HR, and Legal departments, etc. Anticipated recurring diseconomies associated with SEC reporting, investor relations, and board governance ⚫Incremental Overhead: New standalone requirements for executive compensation, director and officer (D&O) insurance, and independent real estate/rent obligations 2025 Pro Forma Standalone SG&A ($M) FY25 Allocation of Corporate Costs (excl. Honeywell indemnification) $71 Total Incr. Net Standalone SG&A and COGS Spend $5 Total Standalone Corporate Costs $76 Portion included as part of Historical Allocation of Corporate Costs Finance ✓ IT ✓ HR ✓ Legal ✓ Insurance  Exec & Admin  Real Estate  Operations ✓

 

 

Organizational Chart 25 Shareholders Select Commentary ➢RemainCo Borrower/Issuer: Resideo Funding II LLC. ➢SpinCo Borrower/Issuer: ADI Global Distribution Funding LLC which is an LLC that is disregarded for federal income tax purposes ➢Guarantors: each Company's material domestic subsidiaries, subject to customary exclusions. ➢Each Company's secured Credit Facilities will be secured by substantially all assets of the Loan Parties, subject to customary exclusions. ➢This chart does not reflect federal income tax classifications. Domestic entities Foreign entities Borrower / issuer entity ADI Global LLC US Subsidiaries (Guarantors) ADI Global Distribution Inc. (US) Snap One Holdings Corp. Resideo Technologies Inc. (US) Foreign Subsidiaries Spin-off Resideo Intermediate Holding LLC Ademco I LLC US Subsidiaries (Guarantors) Foreign Subsidiaries ADI Global Distribution Funding LLC Foreign Subsidiaries Resideo Funding II LLC1 Foreign Subsidiaries Guarantors * * * Material U.S. subs subject to customary exclusions 1Prior to the Spin-Off, REZI expects to merge Resideo Funding II LLC into Resideo Funding Inc., with Resideo Funding II LLC surviving.

 

 

Non-GAAP EBITDA Reconciliation 26 ($ in millions) 2023 2024 2025 GAAP Income from Operations1 $446 $503 $555 Stock based compensation expense 18 19 19 Restructuring and impairment expense 27 14 5 Other2 - 7 - Non-GAAP Adj. Income from Operations $491 $543 $579 Depreciation & Amortization 71 68 77 Reported Adjusted EBITDA3 $562 $611 $656 Genesis disposition (14) - - Profit in inventory on sales to ADI (6) 7 (0) Further Adjusted EBITDA $542 $618 $656 Standalone adjustments -- -- (76) Standalone Adj. EBITDA -- -- $581 1P&S segment GAAP Income from Operations for the Products and Solutions segment per the 10-K (note 4, segment financial data).2For 2024 period, other includes litigation settlements. 3Reported via Resideo full year press releases, Reconciliations of Non-GAAP Financial Measures

 

 

Non-GAAP Revenue Reconciliation 27 ($ in millions) 2023 2024 2025 Reported Revenue1 $2,672 $2,564 $2,688 Genesis disposition (106) -- -- Addback of intercompany revenue eliminated on sales to ADI 2122 195 175 Adjusted Revenue $2,778 $2,759 $2,863 1P&S segment Reported Revenue for the Products and Solutions segment per the 10-K (note 4, segment financial data); 2Adjusted for the Genesis disposition

 

 

Non-GAAP CapEx Reconciliation 28 ($ in millions) 2023 2024 2025 Resideo Consolidated Reporting Capex (per 10-K) $105 $80 $116 ADI Capex (per Form 10) (27) (25) (54) Adjusted Capex for Remainco1 $78 $55 $62 12023 capex includes $2mm of capex related to corporate activities. No material capex was recorded for Genesis in 2023

 

Exhibit 99.3

 

1 Company Presentation May 11, 2026

 

 

2 Disclaimer Forward-Looking Statements This presentation and the related conference call contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, and the "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995. All statements 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 the Company to differ materially from such forward-looking statements. Such risks and uncertainties include, but are not limited to, (1) the separation, (2) expected future financial and operating performance of and future opportunities for, ADI following the separation, (3) anticipated benefits of the separation, (4) the tax treatment of the separation, (5) leadership of ADI following the separation, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other financial measures, (6) management's plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation, (7) the effects of the separation or the distribution, if consummated, on our business, (8) growth, declines and other trends in markets we sell into, including the expected impact of trade and tariff policies; new or modified laws, regulations and accounting pronouncements, (9) impact of climate-related events or transition activities; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities, (10) foreign currency exchange rates and fluctuations in those rates, (11) impact of changes to tax laws, (12) general economic and capital markets conditions, including expected impact of inflation or interest rate changes, (13) impact of geopolitical events and other hostilities, (14) the timing of any of the foregoing, (15) assumptions underlying any of the foregoing, (16) and any other statements that address events or developments that we intend or believe will or may occur in the future and (17) the other 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 filings Resideo makes from time to time with the Securities and Exchange Commission. 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 presentation and we caution investors not to place undue reliance on any such forward looking statements. This presentation contains projections and other forward-looking financial information, including projected revenues, earnings, capital expenditures, and other financial metrics. These projections are based on assumptions that management believes to be reasonable as of the date of this presentation. However, the projections are inherently uncertain and are subject to significant business, economic, regulatory, and competitive risks and uncertainties that could cause actual results to differ materially from those presented. No representation or warranty, express or implied, is made as to the accuracy or completeness of these projections, and recipients of this presentation should not place undue reliance on any such projections. The Company undertakes no obligation to update or revise any projections to reflect events or circumstances arising after the date of this presentation. Basis of Presentation This presentation contains certain financial information that reflects management's estimates of the stand-alone costs, expenses, and operating results of ADI as if it were operating as a separate, independent company. Because this information is based on estimates and assumptions made by management, it is inherently uncertain, and actual results may differ materially from those presented herein. For the fiscal years ended December 31, 2023 and 2024, management has included the operating results of Snap One for the periods prior to its acquisition by ADI which was completed on June 14, 2024. Any pre-acquisition financial information has been combined with ADI's historical financial data for purposes of this presentation; however, Snap One's accounting policies, practices, and classifications may differ from those of ADI, and no pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X. Accordingly, the combined financial information presented for these periods may not be directly comparable to ADI's post-acquisition reported results. In addition, for the three months period ended June 30, 2024 (which is the fiscal quarter in which the acquisition of Snap One by ADI was completed), the pre-acquisition combined financial information of Snap One included in this presentation are based on management estimates and have not been derived from Snap One's historical books and records for that period. Investors and other recipients of this presentation should consider these limitations when evaluating the financial information contained herein and should not place undue reliance on such information as a substitute for audited or reviewed financial statements prepared in accordance with generally accepted accounting principles. Use of Non-GAAP Measures This presentation includes certain "non-GAAP financial measures" as defined under the Securities Exchange Act of 1934 and in accordance with Regulation G thereunder. Management believes the use of such non-GAAP financial measures assists investors in understanding the ongoing operating performance of the Company by presenting the financial results between periods on a more comparable basis. Such non-GAAP financial measures should not be construed as an alternative to reported results determined in accordance with U.S. GAAP. Please see Appendix for further information relating to these non-GAAP financial measures and reconciliations. Market, Industry and Other Information This presentation includes market, industry and other statistical data, as well as estimates and forecasts, from internal research and third-party publications, surveys and studies. Such information involves numerous assumptions and limitations, and you should not place undue weight on these data or estimates. Information contained herein obtained from third-party sources and has not been independently verified. The Company makes no representation or warranty, express or implied, as to the accuracy or completeness of such information. This presentation is provided solely for your information in connection with your evaluation of the Company and is not intended for redistribution, publication or use by any other person. Trademarks, Service Marks and Trade Names Resideo owns or licenses the trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. This presentation may also contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM, © and ® symbols, but we and Resideo will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors, if any, to these trademarks, service marks, trade names and copyrights.

 

 

3 Agenda • Business & Industry Overview • Financial Overview • Appendix

 

 

4 Situation Overview ⚫On July 30, 2025, Resideo ("REZI", or "RemainCo") announced a plan to spin off its ADI Global Distribution business ("ADI", the "Company", or "SpinCo") into an independent, U.S. publicly traded company ⚫The spin-off is currently planned for mid-Q3 to mid-Q4 2026, with REZI spinning 100% of the Company to common shareholders ⚫Following the completion of the separation, Resideo's Products & Solutions ("P&S") business will continue to operate as Resideo (NYSE:REZI) and ADI will trade as a separate public company (NYSE:ADIG) SpinCo / ADI ⚫In connection with the Spin-Off, SpinCo expects to incur ~$1.0 billion of new funded debt split between secured and unsecured debt ⚫Use of proceeds would be a one-time cash dividend to RemainCo of approximately $900 million, pay related transaction fees and expenses, and general corporate purposes ⚫SpinCo expects sufficient liquidity at Spin-Off, comprised of ~$150 million of cash and a new 5-year $500 million Revolving Credit Facility (unfunded at close) ⚫SpinCo generated Revenue of $4.8 billion and Standalone Adjusted EBITDA of $295 million in fiscal year 2025 RemainCo / REZI ⚫RemainCo is expected to use the cash proceeds from the dividend in conjunction with cash to repay a portion of its existing term loans ⚫RemainCo expects sufficient liquidity at Spin-Off, comprised of ~$150mm of cash and a $500mm Revolving Credit Facility (unfunded at close) ⚫RemainCo generated Revenue of $2.9 billion and Standalone Adjusted EBITDA of $581 million in fiscal year ended 2025 Note: Standalone Adj. EBITDA is Adjusted EBITDA less standalone adjustments. Standalone Adjusted EBITDA is a non-GAAP financial measure, see reconciliation in Appendix. Metrics for RemainCo based on segmented financial data Executive Summary

 

 

5 Business and Industry Overview

 

 

6 Separation Overview Commentary Structure ⚫Tax-free transaction for Resideo and current Resideo shareholders for U.S. federal income tax purposes ⚫SpinCo: ADI Global Distribution Inc. (NYSE:ADIG) ⚫RemainCo: Resideo Technologies, Inc. (NYSE:REZI) Timing ⚫On track for separation completion mid-Q3 to mid-Q4 2026 ⚫Respective segment heads will assume leadership of standalone public companies Financial Implications ⚫ADI's incremental recurring standalone costs for 2025 are estimated to be $23M driven primarily by incremental G&A cost ⚫Prudent capital structures with ample liquidity Critical Closing Conditions ⚫Receipt of tax opinion from counsel and/or private letter ruling ⚫Completion of financing ⚫Final approval by Board of Directors 1 2 3 4 Separation into two industry-leading public companies ADI P&S Leading Low-Voltage Specialty Distributor in North America1 500k+ Products 100K Pros (Customers) 2025 Standalone Adj. EBITDA / Margin: $295M / 6% 2025 Revenue: ~$4.8B 2025 Standalone Adj. EBITDA / Margin: $581M / 20% 2025 Revenue: ~$2.9B 14M Connected Customers Home Control & Solutions 130 Year History 150M+ Residential and Commercial Spaces served SpinCo RemainCo Note: Standalone Adj. EBITDA is Adjusted EBITDA less standalone adjustments. Standalone Adjusted EBITDA is a non-GAAP financial measure, see reconciliation in Appendix. Metrics for RemainCo based on segmented financial data. 1In the professionally installed security, fire/life safety and residential audio visual "AV" product categories Separation Overview

 

 

7 ADI and Resideo will have better opportunities to deliver long-term growth and value creation for shareholders Sharper focus Operational focus and dedicated management teams to win in their respective marketplaces Enhanced flexibility Increased operating and financial flexibility to pursue growth opportunities Tailored capital allocation strategies Positioned to capitalize on distinct investment opportunities for each independent company Aligned with investor demand Designed to attract a shareholder base that is focused on each business' distinct value proposition and simplified financial model Separation creates two pure-play companies

 

 

8 • Global specialty distributor of Security, Fire/Life Safety, AV and other low voltage products • Trusted partner to security professionals for nearly 40 years, with a proven legacy of reliability and expertise • Robust offering of 500K+ products across industry-leading brands, complimented by value-added services • Focused on serving professional customers in the commercial and residential end markets • Global network of over 200 locations and more than 20 regional distribution centers spanning 17 countries that serve a customer base of over 100,000 professionals • Award-winning digital platform is purpose-built to provide a seamless omnichannel experience • Track record of organic growth, with strong margin and cash conversion profile • Attractive margins poised for expansion driven by improved product mix and operating leverage through continued improvement and productivity gains Americas 88% International 12% Commercial ~67% Residential ~33% Third-Party Brands ~82% Exclusive Brands ~18% Security & Fire/Life Safety ~65% DataComm ~5% AV ~30% "By The Numbers" $65B North America Total Addressable Industry #1 in Security, ResiAV and Fire/Life Safety Categories North America Specialty Distributor 500K+ Products $4.8B FY'25 Revenue $295M Standalone Adj. EBITDA 22.3% FY'25 Gross Profit Margin 6.6% Standalone Adjusted EBITDA Margin Business Highlights Scaled Global Footprint By Product Category By Geography By Channel By Brand Business Mix1 Source: Company management estimates and analysis. Note: Standalone Adj. EBITDA is Adjusted EBITDA less standalone adjustments. Standalone Adjusted EBITDA is a non-GAAP financial measure, see reconciliation in Appendix. 1Based on revenue as of LTM Q4-25 Americas ~160 Store Locations International ~38 Store Locations ADI Presence Distribution Relationships Exported Sales ADI At A Glance

 

 

9 $2.7B $2.8B $3.0B $3.4B $3.6B $3.6B $4.7B $4.8B 2018A 2019A 2020A 2021A 2022A 2023A 2024A 2025A Revenue: ~$2.7B ~$4.8B CAGR: ~9% Reported Adj. EBITDA: ~$164M3 ~$359M3 CAGR: ~12% 2021 Acquisition of Est. revenue4 $29M 2022 Acquisition of Est. revenue4 $53M 2022 Acquisition of Est. revenue4 $35M 2021 Acquisition of Est. revenue4 $29M 2018 spins off Homes business with ADI to form 2023 Digital upgrades to improve E-commerce, website and overall UX 2025 100+ new online product launches 2021 Launch of mobile app 2020 Acquisition of Est. revenue4 $73M 2023 Acquisition of Est. revenue4 $25M 2024 Acquisition of Est. revenue $1.1B2 Source: Company management analysis. 1Organic revenue CAGR of ~5% reflective of the period from 2020-2025; 2Pro-forma for Snap One acquisition, estimated revenue based on publicly reported Snap One LTM Q1'24 revenue of $1.1B; 3Reflects Segment Adj. EBITDA from Resideo filings; 4Estimated annualized revenue based on acquisition date. 2 The Evolution of ADI Top-Line 5-year Organic Revenue CAGR of ~5%1 Augmented by Numerous Accretive Acquisitions Since Spin-Off From Honeywell in 2018

 

 

10 To be a KEY partner of choice for our customers and suppliers... Convenient, Digital-forward Omnichannel Buying Immediate Product Availability Operationally Essential Products, Support, & Services Knowledgeable Sales Staff ...As supported by our NPS SCORE OF 541 Source: Company management 1 Based on 2025 customer surveys conducted by management (n=3,310) Misson and Purpose Our investment in the customer experience never ends

 

 

11 4. ADI provides value-added services including system and network design, device programming, remote monitoring, technical support Distribution Value Chain Commercial Manufacturers Distributors End Users Security Fire DataComm Healthcare Government Retail Education Corporate Technology Homeowners Multi-family Integrators (Pros) Residential AV Business Model Built for the Pro 1. End user seeks to purchase or upgrade technology for safer, smarter or connected business or home 3. Pros often purchase products by the job shortly before installation, often with same-day pickup or shipping 2. Pro engages ADI's ecommerce platform, sales team, or technical support teams to select and procure solutions, often integrating multiple technologies 5. Pro installs the system for the business or homeowner and offers to provide ongoing service and support Source: Company management analysis Customer Overview ADI serves as a critical distribution and solutions partner to professional customers, supporting product selection, immediate availability and ongoing technical support

 

 

12 EB 3P Americas (# of Stores) International (# of Stores) ADI Provides Complete Solutions That Help Integrators Design, Install and Grow Their Businesses 20+ Differentiated Services Distinctive services that simplify integrator speed and deepen customer loyalty ~30% ADI digital platform revenue Convenient omnichannel experience powered by best- in-class digital tools 500K+ Products Robust portfolio of low- voltage products across key specialty categories 1,000+ Global Suppliers Industry's prominent innovative brands Global storefronts coupled with 20+ distribution centers ~200 Global Stores 147 13 27 5 3 Smoke Detectors Multiplexers Network Routers Network Cables Testing Tools Video Conference Systems Dome Cameras Pro Speakers Intrusion Panels Control4 Panel Intercom Door Stations Controller Modules $ AI-enabled-product recommendations ✓ Remote Monitoring ✓ Site-to-store pick up ✓ Technical Support ✓ Quote request & delivery ✓ ADI mobile app and Website ✓ Device Programming ✓ Real-time store & network inventory ✓ System and Network Design ✓ + Number of locations in other geographies Note: Data as of FY25 Why ADI Supports a Strong Credit Profile Scale, multi-category product breadth, supplier diversification and differentiated service capabilities reinforce revenue stability and credit strength

 

 

13 Source: Company Management Be the distributor for innovation offering a deep assortment of industry leading products Be the best to shop with the leading omnichannel experience Be the leader across industry categories by expanding into ProAV and DataComm Be the partner who makes business easier with differentiated and valued services Expansion Services Be one step ahead of competition pairing our world class operating system with leading technology Experience Innovation Execution We aim to be a key partner of choice by delivering on... Focused on Delivering Value Built on a Foundation of World-Class Execution

 

 

14 Comprehensive Selection of Professionally Installed Low Voltage Products Security & Fire/Life Safety ~65% ~5% ~30% % FY'25 Revenue Data Communications Source: Company Management Audio-Visual (ResiAV + ProAV) Panels Sirens Contacts PIR Panels Communicators Smoke/CO2 Detectors Strobes, Pull Stations Recorders, Servers Cameras Monitors Biometrics Door Readers w/ Card Hardware Video Doorbells Keypads Network Switch Wireless Access Point Equipment Racks Surge Protectors Cabling Power Conditioning Control & Automation Multi-Room Audio Video Conferencing Projectors AV Extenders & Convertors Displays Displays Speakers Mounts Wireless Audio Commercial Video Signal Distribution

 

 

15 Fully Stocked with Top Brands Across Categories 500K+ products across leading brands supporting the full low-voltage market opportunity Intrusion & Smart Home Video Surveillance Pro AV Fire / Life Safety Access Control & Communications Residential AV Data Communications Wire & Cable Networking

 

 

16 Seamless Omnichannel Experience for the Pros Unified inventory of 500K+ products across e-comm, mobile and ~200 stores ADI Digital Platform sales represented 30% of Revenue in FY25 Product Breadth Stores offer same-day availability, last mile fulfillment, and real-time order tracking Seamless execution across channels Local Stores & Distribution Centers Services like OvrC remote monitoring, Parasol, Control4 Assist, and Access Networks for system and network design, device programming, remote monitoring, and technical support End-to-end support from quote to post-install Support & Tools AI-enabled search and dynamic pricing systems coupled with robust enterprise data tailor product suggestions Based on search behavior, order history, persona, and workflow Enabled by Technology Best-In-Class Omnichannel Platform for Professionals Source: Company Management

 

 

17 ADI's Online Storefront and Mobile App Form the Cornerstone of the Customer Digital Experience Relevance Persona-based and history-aware Smart Support Contextually relevant self- and assisted-service options Workflow Solutions Technology-enabled and expert-supported solutions Innovation Culture of customer experience improvement Dynamic Technology Rapidly and efficiently meet business growth 16 Source: Thunderball Management 1. Customer Satisfaction Score ✓ ✓ ✓ ✓ ✓ 500K+ Items ~90% Usage1 1 Single Platform 95% CSAT2 Digital Experience Goals Source: Company Management estimates 1Usage defined as % of customers utilizing digital for product discovery, research, and / or purchasing; 2Customer Satisfaction Score

 

 

18 Differentiated Portfolio of Exclusive Brands Proprietary, high-margin solutions that support deepened customer loyalty and expand value-added capabilities Installer-Led Product Design Purpose-built solutions designed around installer workflows, system integration and increasing technology complexity – with products developed in close collaboration with manufacturing partners to meet market needs and improve performance in the field Differentiated Platform Experiences End customer and installer facing platforms designed to drive higher engagement, customer value and stickiness Attractive Margin Profile Exclusive Brands deliver 3x gross margin of third-party product sales1, supported by ADI's direct sourcing strategy, better pricing through volume purchasing and select manufacturer support for upfront product development Scaled and Growing Portfolio $0.8B FY25 revenue portfolio spanning Security, Fire/Life Safety, AV, and Data Communications, with continued expansion across core categories 1 3x gross margin of third-party product sales observed over 2025

 

 

19 Market Focus and Business Model Large core markets with attractive growth opportunities in sustained-demand, integrated solution categories Core Markets Growth Opportunities Residential A/V Home automation, control, audio, displays, networking, and smart devices professionally installed in homes Professional A/V Audio, displays, conferencing, signage for professionally installed solutions installed in commercial applications Data Communications Cabling, power, infrastructure, and networking solutions hardware professionally installed in commercial applications Security & Fire/Life Safety Security and fire/life safety devices professionally installed in residential and commercial applications

 

 

20 Going After a Large and Attractive Market Opportunity in North America +MSD% Growth CAGR2 ~$65B TAI Source: Company management analysis and estimates. 1AV broken into two subcategories ResiAV and ProAV to show specific positioning. 2MSD = Middle single digit; industry growth estimated CAGR from 2025 - 2030 ~$65B total addressable industry Emerging Player North America Total Addressable Industry (TAI) ~15% ~10% ~50% ~25% Leading Player ~$65B TAI ProAV1 DataComm Security & Fire/Life Safety ResiAV1

 

 

21 Within Security & Fire/Life safety, ADI is the leading player in North America, with a strong foothold in residential and heavy commercial Within ResiAV, ADI is an industry leader and competes with many multiregional distributors Within ProAV, ADI is a leading player with growth opportunities in light commercial products Within DataComm, ADI is an emerging player; select key competitors include Wesco, especially in data centers ADI's Competitive Landscape ADI is a leading player in Security, Fire/Life Safety and ResiAV in North America; Significant competitive landscape in ProAV and Datacomm; light commercial ProAV offers strong growth potential Other Regional Players (Fragmented Market) Note: Logos included on page are representative competitors in the respective categories Source: Company management analysis

 

 

22 Secular Trends Shaping the Security and AV Markets Cloud, AI and value-added services are driving a shift to higher margin, recurring revenue models • Transition from product resale to integrated solutions and cloud-based services • Growth of recurring revenue models • Increasing mix of software, managed services, and remote monitoring • Platforms and BPM software enabling increased integration, workflow, and lifecycle management Business Model Evolution • Convergence of Security, AV, and DataComm ecosystems • Ongoing industry consolidation, newer non-traditional entrants and DIY threats • Elevated supply chain, geopolitical, and sourcing complexity, including evolving cyber-physical security landscape Macro & Industry Dynamics Technology Transformation Customer & Go-to-Market Shift • Shift to cloud-managed, software-defined platforms • Rapid adoption of AI, analytics, and intelligent automation • Technology acceleration driving faster hardware replacement cycles • Customers expect consultative, value-added partners • Demand for integrated, seamless, immersive experiences • Rise of digital-first / AI-enabled buying journeys • Increasing need for scale, technical expertise, and service capabilities • Emergence of marketplaces and omnichannel engagement, customization and higher digital experience expectations Sources: Company management analysis

 

 

23 Key Credit Highlights 5 2 3 4 7 8 1 Preeminent Platform Position: We are a global specialty distributor of professionally installed low-voltage products servicing the commercial and residential markets through an omnichannel go-to-market platform Differentiated Value Proposition: Over 500K+ products from over 1,000 suppliers, curated through disciplined category management and reinforced by long-standing relationships with top suppliers and premier integrators, high product availability and superior technical sales support Diversified Business Mix: Balanced exposure across Security and Fire/Life safety, ProAV / ResiAV and DataComm, with broad reach across geographies, channels and professional customer workflows Global Omnichannel Network: Omnichannel platform supported by ~200 store locations, 20+ distribution centers and a data-driven customer experience, enabling efficient fulfillment, local support and strong customer retention Conservative Financial Policy Supports Strong Cash Generation and Deleveraging Capacity: Significant free cash flow supports the stand-alone credit profile, while a conservative financial policy and balanced capital allocation approach support deleveraging over time Exclusive Brands Portfolio: More than a dozen proprietary and exclusive brands, anchored by Control4 and OvrC, support high margins, enduring customer relationships and differentiated offerings Experienced Management Team: Seasoned leadership with deep distribution and separation experience, including a proven record of growth, integration execution and synergy delivery Leading Digital Platform: AI-enabled digital platform supports product discovery, pricing, inventory visibility, order execution and customer self- service, improving installer efficiency and supporting continued digital sales growth 6

 

 

24 Financial Overview

 

 

25 Summary Historical Financials Like-for-Like Historical Financials Assuming Snap One was wholly owned since 2023 Combined Revenue ($M)1 Combined Adj. EBITDA ($M)2 Combined Adj. EBITDA – Combined CapEx ($M)4 Combined CapEx ($M)3 $3,750 $4,197 $4,784 $1,061 $461 $4,631 $4,658 $4,784 2023 2024 2025 ADI Carveout Financials Snap One Financials $238 $286 $318 $117 $42 $355 $328 $318 7.7% 7.0% 6.6% 2023 2024 2025 Margin $27 $25 $54 $23 $3 $50 $28 $54 1.1% 0.6% 1.1% 2023 2024 2025 Snap One Financials ADI Segment Financials CapEx as a % of Combined Revenue $305 $300 $264 85.9% 91.5% 83.0% 2023 2024 2025 FCF Conversion EBITDA flat YoY due to one- time Snap One integration costs and ERP implementation costs $26M attributed to Snap One integration and $9M related to ERP implementation and technology optimization YoY margin decline driven by softness in Residential AV business and unfavorable mix Note: For fiscal years 2023 and 2024, management has included the operating results of Snap One for the periods prior to its acquisition by ADI which was completed on June 14, 2024. For the three months period ended June 30, 2024, the pre-acquisition combined financial information of Snap One are based on management estimates and have not been derived from Snap One's historical books and records for that period. See Disclaimer - Basis of Presentation. 1Combined Revenue is a non-GAAP financial measure, see reconciliation in Appendix. 2Combined Adj. EBITDA is a non-GAAP financial measure, see reconciliation in Appendix. 3Combined Capex is a non-GAAP financial measure, see reconciliation in Appendix. 4Combined Adj. EBITDA less Combined CapEx. % Conversion calculated as a % of Combined Adj. EBITDA % Conversion

 

 

26 Capital Allocation Strategy & Financial Policy Leverage Capital Allocation Shareholder Distributions • Leverage target of ~3.0x total gross leverage and 2.0x total net leverage • Management is aligned in maintaining prudent leverage levels that provide bandwidth to weather economic cycles • Committed to a disciplined and prudent approach to capital allocation • Will use excess cash to pay down debt until 3.5x gross leverage is achieved • Continue investing into processes and systems to drive organic growth and generate cash flow • Highly-strategic approach to deploying capital for opportunistic acquisitions • Prudent shareholder capital return policy • Other than preferred dividends, no current plans for dividends or share repurchases • Once 2.0x total net leverage goal is achieved and management is comfortable with cash flow generation, shareholder distribution policies may be explored Liquidity • Ample liquidity under $500M Revolving Credit Facility with a long runway to maturity • Company expects to maintain undrawn revolver

 

 

27 Appendix

 

 

28 Commentary ⚫Operational Continuity: ADI enters the separation with a high degree of operational autonomy, utilizing dedicated, ring-fenced Sales and Marketing teams to minimize disruption to customer-facing activities ⚫IT & Infrastructure: 2025 completion of a global ERP implementation serves as the foundational "digital core" for the standalone entity. Expect incremental one-time IT costs related to the "stand-up" of independent systems and physical decoupling from Resideo's legacy environment ⚫Functional G&A Build-Out: Planned step-up in SG&A to support the transition of shared services into dedicated, standalone Finance, HR, and Legal departments, etc. Anticipated recurring diseconomies associated with SEC reporting, investor relations, and board governance ⚫Incremental Overhead: New standalone requirements for executive compensation, director and officer (D&O) insurance, and independent real estate/rent obligations Low impact to SG&A given ADI historically had distinct operations 2025 Pro Forma Standalone SG&A ($M) FY25 Historical Allocation of Corporate Costs $49 Spin Transaction Costs and Other 1 ($8) Total Allocated Corporate Costs (Form 10) $41 Total Incr. Net Standalone SG&A Spend $23 Total Standalone Corporate Costs $64 Portion included as part of Historical Allocation of Corporate Costs Finance ✓ IT ✓ HR ✓ Legal  Insurance  Exec & Admin  Real Estate  Commercial ✓ Operations ✓ Incremental Recurring Expenses 1 Represents allocated transaction costs primarily related to third party vendors incurred due to the Spin-off ($7mm), and other costs ($1mm)

 

 

29 Organizational Chart Select Commentary ⚫RemainCo Borrower/Issuer: Resideo Funding II LLC ⚫SpinCo Borrower/Issuer: ADI Global Distribution Funding LLC which is an LLC that is disregarded for federal income tax purposes ⚫Each Company's secured Credit Facilities will be secured by substantially all assets of the Loan Parties, subject to customary exclusions ⚫The Loan Parties will include each Company's material domestic subsidiaries, subject to customary exclusions ⚫This chart does not reflect federal income tax classifications Shareholders Domestic entities Foreign entities Borrower / issuer entity ADI Global LLC US Subsidiaries (Guarantors) ADI Global Distribution Inc. (US) Snap One Holdings Corp. Resideo Technologies Inc. (US) Foreign Subsidiaries Spin-off Resideo Intermediate Holding LLC Ademco I LLC US Subsidiaries (Guarantors) Foreign Subsidiaries ADI Global Distribution Funding LLC Foreign Subsidiaries Resideo Funding II LLC1 Foreign Subsidiaries Guarantors * * * Material U.S. subs subject to customary exclusions 1 Prior to the Spin-Off, REZI expects to merge Resideo Funding II LLC into Resideo Funding Inc., with Resideo Funding II LLC surviving

 

 

30 Non-GAAP Revenue Reconciliation Note: 1 Combined Revenue includes ADI Carveout Net Revenue for FY23, FY24 and FY25 per Form 10, and Snap One reported Net Sales for FY23 of $1,061mm, reported Net Sales for 1Q'24 of $246mm, and management's estimate for the 2Q'24 period where Resideo did not own Snap One of $215mm. The acquisition of Snap One was complete on June 14, 2024. Combined Revenue is a non-GAAP financial measure. See "Basis of Presentation". ($M) 2023 2024 2025 ADI Carveout Net Revenue $3,570 $4,197 $4,784 Pre-Acquisition Snap One Contribution 1,061 461 -- Combined Revenue1 $4,631 $4,658 $4,784

 

 

31 Non-GAAP EBITDA Reconciliation Reconciliation from Reported EBITDA per Q4 '25 ER to Standalone Adjusted EBITDA Note: 1 Pre-Acquisition Snap One Contribution includes Snap One reported Adjusted EBITDA for FY23 of $117mm, reported Adjusted EBITDA for 1Q'24 of $23mm, and management's estimate for the 2Q'24 period where Resideo did not own Snap One of $19mm. The acquisition of Snap One was complete on June 14, 2024, see "Basis of Presentation". 2 Incremental Recurring Expenses represent costs above Allocation of Corporate Costs. 3 Represents allocated transaction costs primarily related to third party vendors incurred due to the Spin-off ($M) 2023 2024 2025 GAAP Income from operations $238 $195 $212 Stock-based compensation expense 7 13 18 Acquisition and integration costs - 12 8 Restructuring expenses 12 19 8 Other Adjustments - 11 - Reported Adjusted Income from Operations $257 $250 $246 Depreciation & Amortization 18 68 113 Reported Segment Adjusted EBITDA (per Q4 '25 ER) $275 $318 $359 Allocation of Corporate Costs (47) (76) (49) Transaction Related Costs - 45 73 Other Adjustments 10 (1) 1 Adjusted EBITDA (per Form 10) $238 $286 $318 Pre-Acquisition Snap One Contribution1 117 42 - Combined Adjusted EBITDA $355 $328 $318 Incremental Recurring Expenses2 (23) Standalone Adjusted EBITDA $295

 

 

32 Non-GAAP EBITDA Reconciliation Reconciliation from Form 10 Net (Loss) Income to Adjusted EBITDA (per Q4 '25 ER) ($M) 2023 2024 2025 Net (loss) income 62 (18) (261) Income Taxes 50 25 11 Depreciation & Amortization 22 71 115 Interest Expense, net 14 24 42 Indemnification Expense Agreement 67 79 364 Stock-based compensation 15 23 24 Restructuring, impairment, and extinguishment 13 22 9 Transaction Related Expenses - 45 16 Purchase accounting fair value adjustment - 9 - Other Adjustments (5) 6 (2) Adjusted EBITDA (per Form 10) $238 $286 $318 Pre-Acquisition Snap One Contribution1 117 42 - Combined Adjusted EBITDA $355 $328 $318 Incremental Recurring Expenses2 (23) Standalone Adjusted EBITDA $295 Pre-Acquisition Snap One Contribution1 (117) (42) - Allocation of Corporate Costs 47 76 49 Transaction Related Costs - (45) (7)3 Other Adjustments (10) 1 (1) Incremental Recurring Expenses 23 Reported Segment Adjusted EBITDA (per Q4 '25 ER) $275 $318 $359 Note: 1 Pre-Acquisition Snap One Contribution includes Snap One reported Adjusted EBITDA for FY23 of $117mm, reported Adjusted EBITDA for 1Q'24 of $23mm, and management's estimate for the 2Q'24 period where Resideo did not own Snap One of $19mm. The acquisition of Snap One was complete on June 14, 2024; 2 Incremental Recurring Expenses represent costs above Allocation of Corporate Costs; 3 Represents allocated transaction costs primarily related to third party vendors incurred due to the Spin-off

 

 

33 Non-GAAP Capex Reconciliation Note: 1 Combined Capex includes ADI reported Capex for FY23, FY24 and FY25 per Form 10, and Snap One reported capex for FY23 of $23mm, reported capex for 1Q'24 of $2mm, and management's estimate for the 2Q'24 period where Resideo did not own Snap One of ~$1mm. The acquisition of Snap One was complete on June 14, 2024. See "Basis of Presentation". Combined Capex is a non-GAAP financial measure. ($M) 2023 2024 2025 ADI Capital Expenditures $27 $25 $54 Pre-Acquisition Snap One Contribution $23 $3 - Combined Capex1 $50 $28 $54

 

FAQ

What is Resideo (REZI) planning for the ADI Global Distribution spin-off?

Resideo plans a tax-free spin-off of its ADI Global Distribution business into an independent, publicly traded company. ADI will list on the NYSE as “ADIG,” while Resideo retains the Products & Solutions segment, creating two focused pure-play businesses with separate leadership and capital structures.

When does Resideo (REZI) expect to complete the ADI spin-off?

Resideo expects the ADI spin-off to be completed between mid-third quarter and mid-fourth quarter 2026. Completion depends on conditions including final board approval, satisfactory financing, receipt of required tax opinions or rulings, and necessary regulatory approvals described in the Form 10 registration statement.

How will the ADI spin-off affect Resideo’s and ADI’s capital structures?

In connection with the spin-off, ADI expects about $1.0 billion of new funded debt, with roughly $900 million paid as a one-time cash dividend to Resideo. Both ADI and the remaining Resideo business plan $500 million revolving credit facilities and target gross leverage around 3.0x over time.

What are ADI’s and Resideo’s key 2025 financial figures in this 8-K?

For 2025, ADI reported net revenue of $4.784 billion, net loss of $261 million, and Adjusted EBITDA of $318 million with a 6.6% margin. Resideo’s Products & Solutions segment generated about $2.9 billion of revenue and Standalone Adjusted EBITDA of $581 million, implying a margin of approximately 20.3%.

Who will lead Resideo and ADI after the spin-off is completed?

Upon completion of the separation, Thomas Surran will become President and Chief Executive Officer of Resideo, moving up from leading the Products & Solutions segment. ADI’s Form 10 and related press release outline the expected ADI leadership team and board, which include several experienced industry executives.

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