CD&R alters Resideo (NYSE: REZI) preferred stake after spin-off

Rhea-AI Filing Summary

CD&R Channel Holdings, L.P. exchanged 149,550 shares of Resideo Series A Cumulative Convertible Participating Preferred Stock in connection with a spin-off, disposing of these securities to the issuer. It continues to hold 348,950 Series A Preferred shares, now convertible into 18,517,830 common shares at an initial conversion price of $18.844 per share, adjusted from $26.92. The preferred is convertible at any time at the holder’s option, has no expiration, accrues dividends at 7.0% per annum (rising to 10.0% upon certain triggering events), and may be mandatorily converted if Resideo’s common stock trades above 200% of the then-effective conversion price for at least 20 of 30 trading days, subject to a lock-up.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

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

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

Type	Security	Shares	Price	Value
Disposition	Series A Preferred Stock F1, F2, F3, F4	149,550	--	--

Holdings After Transaction: Series A Preferred Stock — 348,950 shares (Indirect, See footnotes)

Footnotes (4)

1. F1. On August 3, 2026, Resideo Technologies, Inc. (the "Issuer") completed a spin-off transaction (the "Spin-Off"). In connection with the Spin-Off, CD&R Channel Holdings, L.P. ("CD&R Holdings") exchanged 149,550 shares of Series A Cumulative Convertible Participating Preferred Stock (the "Series A Preferred Stock"), which were convertible into shares of the Issuer's common stock (the "common stock") at an initial conversion price per share of $26.92, for preferred stock in the spun-off company. The conversion price for the remaining 348,950 shares of Series A Preferred Stock held by CD&R Holdings was equitably adjusted to an initial conversion price per share of $18.844 and such shares of Series A Preferred Stock are convertible into 18,517,830 shares of common stock at an initial conversion price per share of $18.844, subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event.
2. F2. The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date.
3. F3. The Issuer may, subject to the termination of a lock-up period applicable to the Reporting Persons, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of common stock if at any time the common stock trading price exceeds 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.0% per annum, payable in cash or in-kind by adding the dividend to the accumulated amount of the Series A Preferred Stock, provided that, in the case of certain triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 10.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the common stock on an as-converted basis.
4. F4. CD&R Investment Associates XII, Ltd. ("CD&R Holdings GP") as the general partner of CD&R Channel Holdings II, L.P. ("CD&R Holdings II"), which wholly owns CD&R Holdings, the direct holder of the reported securities, may be deemed to beneficially own the reported securities. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee (the "Investment Committee") of limited partners of CD&R Associates XII, L.P. ("CD&R Associates"), which may be deemed to beneficially own the reported securities. Each of CD&R Holdings II, CD&R Holdings GP and CD&R Associates, as well as each member of the Investment Committee, expressly disclaims beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein.

Key Figures

Preferred shares disposed: 149,550 shares of Series A Preferred Stock Preferred shares remaining: 348,950 shares of Series A Preferred Stock Initial conversion price (old): $26.92 per share +5 more

8 metrics

Preferred shares disposed 149,550 shares of Series A Preferred Stock Exchanged in connection with the August 3, 2026 spin-off

Preferred shares remaining 348,950 shares of Series A Preferred Stock Held by CD&R Channel Holdings after the exchange

Initial conversion price (old) $26.92 per share Original conversion price for Series A Preferred before spin-off adjustment

Initial conversion price (new) $18.844 per share Equitably adjusted conversion price for remaining Series A Preferred

Underlying common shares 18,517,830 shares of common stock Shares issuable upon conversion of 348,950 Series A Preferred shares

Base dividend rate 7.0% per annum Accrued on Series A Preferred Stock, payable in cash or in-kind

Step-up dividend rate 10.0% per annum Applies during certain triggering events, including failure to pay dividends

Forced conversion trigger 200% of conversion price for 20 of 30 days Condition under which issuer may require conversion of all Series A Preferred

Key Terms

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

5 terms

Series A Cumulative Convertible Participating Preferred Stock financial

"149,550 shares of Series A Cumulative Convertible Participating Preferred Stock were exchanged"

A Series A cumulative convertible participating preferred stock is a class of ownership that sits above common shares in payment order, pays missed dividends before common holders (cumulative), can be switched into common stock (convertible), and can share in remaining proceeds alongside common shareholders after its preference is paid (participating). For investors, it reduces downside risk by giving priority on dividends and liquidation while still allowing upside through conversion and extra participation, but it can dilute common equity and affect returns.

anti-dilution adjustments financial

"18,517,830 shares of common stock at $18.844, subject to anti-dilution adjustments"

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

lock-up period financial

"Issuer may require conversion subject to the termination of a lock-up period"

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

as-converted basis financial

"Holders are entitled to certain dividends on the common stock on an as-converted basis"

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

pecuniary interest financial

"Each entity and Investment Committee member disclaims beneficial ownership except to its pecuniary interest"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 04:06 PM Accepted by SEC EDGAR 08/04/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What did CD&R do with its Resideo (REZI) preferred shares in this transaction?

CD&R Channel Holdings, L.P. exchanged 149,550 shares of Resideo Series A Preferred Stock in connection with a spin-off, disposing of those shares to the issuer while receiving preferred stock in the spun-off company.

How many Resideo (REZI) Series A Preferred shares does CD&R still hold?

After the spin-off-related exchange, CD&R Channel Holdings retains 348,950 shares of Resideo Series A Preferred Stock. These remaining preferred shares are convertible into 18,517,830 shares of common stock at an initial conversion price of $18.844 per share.

What is the new conversion price for Resideo (REZI) Series A Preferred held by CD&R?

The remaining Series A Preferred shares held by CD&R Channel Holdings have an adjusted initial conversion price of $18.844 per share, down from $26.92. At this price, 348,950 preferred shares are convertible into 18,517,830 common shares, subject to anti-dilution adjustments.

What dividend does Resideo (REZI) Series A Preferred Stock pay to holders like CD&R?

Resideo’s Series A Preferred Stock accrues dividends at 7.0% per annum, payable in cash or in-kind. If specified triggering events occur, including missed dividend payments, the dividend rate increases to 10.0% per annum for as long as those events remain in effect.

When can Resideo (REZI) force conversion of the Series A Preferred Stock?

Resideo may require conversion of all outstanding Series A Preferred into common stock if, after a lock-up period, the common share price exceeds 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days.

Can CD&R convert its Resideo (REZI) Series A Preferred at any time?

Yes. The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date. Holders also receive certain dividends declared on common stock on an as-converted basis.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CD&R Investment Associates XII, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LTD

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

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

2. Issuer Name and Ticker or Trading Symbol
RESIDEO TECHNOLOGIES, INC. [ REZI ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	08/03/2026		D			149,550	(2)(3)	(2)(3)	Common Stock	(1)	(1)	348,950	I	See footnotes(1)(4)

1. Name and Address of Reporting Person^*

CD&R Investment Associates XII, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LTD

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

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CD&R Associates XII, L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LTD

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

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CD&R Channel Holdings, L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LTD

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

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CD&R Channel Holdings II, L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LTD

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

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On August 3, 2026, Resideo Technologies, Inc. (the "Issuer") completed a spin-off transaction (the "Spin-Off"). In connection with the Spin-Off, CD&R Channel Holdings, L.P. ("CD&R Holdings") exchanged 149,550 shares of Series A Cumulative Convertible Participating Preferred Stock (the "Series A Preferred Stock"), which were convertible into shares of the Issuer's common stock (the "common stock") at an initial conversion price per share of $26.92, for preferred stock in the spun-off company. The conversion price for the remaining 348,950 shares of Series A Preferred Stock held by CD&R Holdings was equitably adjusted to an initial conversion price per share of $18.844 and such shares of Series A Preferred Stock are convertible into 18,517,830 shares of common stock at an initial conversion price per share of $18.844, subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event.

2. The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date.

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

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

	CD&R Investment Associates XII, Ltd.; By: /s/ Rima Simson, VP, Treas. and Sec.	08/04/2026
	CD&R Associates XII, L.P.; By: CD&R Investment Associates XII, Ltd., its general partner; By: /s/ Rima Simson, VP, Treas. and Sec.	08/04/2026
	CD&R Channel Holdings, L.P.; By: CD&R Channel Holdings II GP, Ltd., its general partner; By: /s/ Rima Simson, Director	08/04/2026
	CD&R Channel Holdings II, L.P.; By: CD&R Investment Associates XII, Ltd., its general partner; By: /s/ Rima Simson, VP, Treas. and Sec.	08/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)