CD&R reshapes Resideo (NYSE: REZI) preferred stake after ADI spin-off
Rhea-AI Filing Summary
CD&R-affiliated funds report beneficial ownership of 33,478,322 Resideo common shares, or 19.7% of the class on an as-converted basis. This includes 18,517,830 shares issuable from 348,950 shares of Series A preferred stock at a conversion price of $18.844 and 14,960,492 common shares held directly by CD&R Channel Holdings II, L.P.
The amendment reflects Resideo’s spin-off of its ADI Global Distribution segment and an exchange of 149,550 Resideo preferred shares for ADI preferred shares, leaving CD&R with 348,950 Resideo preferred shares. An amended certificate of designations reduces the preferred conversion price from $26.92 to $18.844 and limits Resideo’s optional redemption or conversion rights to periods after lock-up expiration. An investment agreement amendment joins CD&R Holdings II, extends the lock-up on CD&R’s Resideo holdings to August 3, 2028, and broadens the covered securities, while a registration rights amendment requires registration of additional CD&R-held registrable securities. Following the ADI spin-off, Nathan K. Sleeper resigned from Resideo’s board and CD&R designated Andrew Campelli as his replacement.
Positive
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Negative
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Filing Explained
The amendment records the completed ADI separation: on
Key Figures
Beneficial ownership: 33,478,322 shares
Ownership percentage: 19.7%
As-converted common from preferred: 18,517,830 shares
+5 more
8 metrics
Beneficial ownership
33,478,322 shares
Total Resideo common shares beneficially owned on an as-converted basis
Ownership percentage
19.7%
Percent of Resideo common stock class represented by 33,478,322 shares
As-converted common from preferred
18,517,830 shares
Common shares issuable from 348,950 Series A preferred shares at $18.844
Direct common shares
14,960,492 shares
Resideo common stock held directly by CD&R Channel Holdings II, L.P.
Initial conversion price
$18.844 per share
Revised Series A preferred conversion price under amended certificate
Preferred shares retained
348,950 shares
Series A Cumulative Convertible Participating Preferred Stock held by CD&R Holdings
Common shares outstanding
151,426,260 shares
Resideo common stock outstanding as of May 5, 2026, used for ownership calculations
Ownership denominator
169,944,090 shares
Outstanding shares plus 18,517,830 conversion shares used to compute percentages
Key Terms
Schedule 13D, spin-off, Certificate of Designations, Registration Rights Agreement, +2 more
6 terms
Schedule 13D regulatory
"This Amendment No. 6 amends the Statement on Schedule 13D initially filed"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
spin-off financial
"its intention to separate its global specialty distributor segment ... through a spin-off"
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.
Certificate of Designations regulatory
"under the terms of an amended and restated certificate of designations"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Registration Rights Agreement regulatory
"The Registration Rights Agreement Amendment, among other things"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
lock-up period financial
"extends the lock-up period applicable to the CD&R Stockholders to August 3, 2028"
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
"is the beneficial owner of 18,517,830 shares of 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How much of Resideo Technologies (REZI) does CD&R now beneficially own?
CD&R-affiliated entities report beneficial ownership of 33,478,322 shares of Resideo common stock, representing 19.7% of the outstanding class on an as-converted basis, including both directly held shares and those issuable upon preferred stock conversion.
What preferred stock position in Resideo (REZI) does CD&R hold after the ADI spin-off?
CD&R Holdings retains 348,950 shares of Resideo Series A Cumulative Convertible Participating Preferred Stock, convertible into 18,517,830 common shares at an initial conversion price of $18.844 per share, after exchanging 149,550 preferred shares for ADI preferred stock.
How did the ADI Global Distribution spin-off affect CD&R’s investment in Resideo (REZI)?
In the ADI spin-off, Resideo distributed 100% of ADI’s common stock pro rata to its shareholders. CD&R Holdings simultaneously exchanged 149,550 Resideo preferred shares for 149,550 ADI preferred shares, while maintaining its remaining Resideo preferred stake and related governance arrangements.
What changes were made to Resideo (REZI) preferred stock terms for CD&R?
An amended certificate of designations reduces the Series A preferred’s initial conversion price from $26.92 to $18.844 and modifies Resideo’s right to optionally redeem or convert the preferred so that this right is exercisable only after the CD&R lock-up restrictions terminate or expire.
What is the new lock-up period for CD&R’s Resideo (REZI) holdings?
An investment agreement amendment extends the lock-up period for the CD&R stockholders’ Resideo holdings to August 3, 2028. The lock-up now covers any Resideo common shares owned immediately after the ADI spin-off, in addition to the original preferred shares and any conversion shares.
What board changes at Resideo (REZI) are disclosed in this Schedule 13D/A?
In connection with the ADI spin-off, Nathan K. Sleeper resigned from Resideo’s board. To fill the vacancy, CD&R Holdings designated Andrew Campelli, a partner of Clayton, Dubilier & Rice, in accordance with the investment agreement and certificate of designations.