[SCHEDULE 13D/A] Resideo Technologies, Inc. SEC Filing

Rhea-AI Filing Summary

Auddia Inc. is calling its 2025 Annual Meeting for September [***], 2025 to vote on five key items.

Proposal 1: Elect four directors—Jeffrey Thramann (now CEO), Nick Balletta, Emmanuel de Boucaud and Joshua Sroge—following the July 2025 retirement of the prior CEO and three director resignations.
Proposal 2: Ratify Haynie & Company as auditor for FY 2025.
Proposal 3: Approve an amendment to the existing equity line with White Lion Capital that (i) extends the term to 12/31/2027 and (ii) raises the total commitment from $10 million to $50 million. Shares will be priced at 85-90% of market VWAP and capped at 9.99% ownership per purchase notice, but overall issuance could exceed 20% of current outstanding shares, triggering Nasdaq Rule 5635(d) shareholder-approval requirements.
Proposal 4: Approve share issuance above the 19.99% Nasdaq cap related to the June 30, 2025 $750k Series C convertible preferred financing (10% annual dividend, $4.77 conversion price, 314,466 five-year warrants; anti-dilution resets down to $0.954 floor).
Proposal 5: Amend the 2020 Equity Incentive Plan to (a) add an unspecified number of new shares (bumping the reserve above 67,899) and (b) raise the individual annual grant limit from 29,412 shares to an undisclosed higher amount.

Only holders of record on July [***], 2025 may vote. The board recommends FOR all proposals. Investors should weigh enhanced capital flexibility and refreshed governance against substantial dilution risk from the ELOC, preferred stock and enlarged option pool.

Positive

• $50 million ELOC extends funding capacity to 2027, providing flexible, non-debt liquidity.
• Board refreshed with three new independent directors bringing finance, tech and crypto expertise.
• Auditor continuity via Haynie & Company helps maintain reporting stability.

Negative

• Significant dilution risk from ELOC, Series C preferred and enlarged equity plan could exceed 20-30% of shares.
• Full-ratchet anti-dilution on Series C instruments may drive further share issuance at depressed prices.
• 10% dividend on preferred increases cash or share outflows until redeemed or converted.
• Rapid leadership turnover (CEO change and four July resignations) may signal strategic uncertainty.

Insights

Financial Analyst

TL;DR – Proxy seeks capital headroom; benefits liquidity but meaningfully dilutes existing holders.

The expanded White Lion equity line multiplies available funding five-fold and extends it two years, improving liquidity in a challenging small-cap environment. However, pricing at up to 15% discount and no defined draw schedule could pressure the share price. The $750k Series C preferred is small in proceeds but carries a 10% dividend and full-ratchet anti-dilution, creating ongoing overhang. Combined with a larger option pool, aggregate dilution could easily exceed 30% if all instruments convert. No new operating metrics are provided, so assessment hinges on capital needs versus dilution tolerance.

Corporate Governance Expert

TL;DR – Board turnover filled with three independents; shareholder votes needed for dilution-heavy proposals.

Replacing four directors, including the CEO, with experienced independents strengthens oversight. Putting ELOC, preferred issuance and plan amendment to a shareholder vote aligns with Nasdaq rules and good practice. Yet successive financings with investor-friendly terms (floor price, full-ratchet) shift risk to common holders. Raising equity plan limits without specifying amounts reduces transparency. Investors should scrutinize whether capital strategy matches long-term value creation.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Resideo Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

76118Y104

(CUSIP Number)

Rima Simson
Clayton, Dubilier & Rice, LLC, 550 Madison Avenue, 32nd Floor
New York, NY, 10022
(212) 407-5227

Uri Herzberg
Debevoise & Plimpton LLP, 66 Hudson Blvd E
New York, NY, 10001
(212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 76118Y104

1

Name of reporting person

CD&R Channel Holdings II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 28,750,250.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 28,750,250.00

11

Aggregate amount beneficially owned by each reporting person

28,750,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The reported securities represent (i) 18,517,830 shares of common stock, par value $0.001 per share (the "Common Stock"), that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Series A Cumulative Convertible Participating Preferred Stock (the "Preferred Stock") beneficially owned by the Reporting Person and (ii) 10,232,420 shares of Common Stock directly held by the Reporting Person. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus 18,517,830 shares of Common Stock issuable upon conversion of Preferred Stock beneficially owned by the Reporting Person.

SCHEDULE 13D

CUSIP No. 76118Y104

1

Name of reporting person

CD&R Channel Holdings, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,517,830.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,517,830.00

11

Aggregate amount beneficially owned by each reporting person

18,517,830.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The reported securities represent 18,517,830 shares of Common Stock that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Preferred Stock beneficially owned by the Reporting Person. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus 18,517,830 shares of Common Stock issuable upon conversion of Preferred Stock beneficially owned by the Reporting Person.

SCHEDULE 13D

CUSIP No. 76118Y104

1

Name of reporting person

CD&R Investment Associates XII, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 28,750,250.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 28,750,250.00

11

Aggregate amount beneficially owned by each reporting person

28,750,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The reported securities represent (i) 18,517,830 shares of Common Stock that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Preferred Stock beneficially owned by the Reporting Person and (ii) 10,232,420 shares of Common Stock directly held by CD&R Channel Holdings II, L.P. ("CD&R Holdings II"). All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus 18,517,830 shares of Common Stock issuable upon conversion of Preferred Stock beneficially owned by the Reporting Person.

SCHEDULE 13D

CUSIP No. 76118Y104

1

Name of reporting person

CD&R Associates XII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 28,750,250.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 28,750,250.00

11

Aggregate amount beneficially owned by each reporting person

28,750,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The reported securities represent (i) 18,517,830 shares of Common Stock that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Preferred Stock beneficially owned by the Reporting Person and (ii) 10,232,420 shares of Common Stock directly held by CD&R Holdings II. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus 18,517,830 shares of Common Stock issuable upon conversion of Preferred Stock beneficially owned by the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value
(b)	Name of Issuer: Resideo Technologies, Inc.
(c)	Address of Issuer's Principal Executive Offices: 901 E 6TH STREET, AUSTIN, TEXAS , 78702.
Item 1 Comment: This Amendment No. 3 amends the Statement on Schedule 13D initially filed on June 24, 2024 with the Securities and Exchange Commission and amended on November 27, 2024 and May 9, 2025 (as amended, the "Schedule 13D") by (i) CD&R Channel Holdings, L.P., a Cayman Islands exempted limited partnership ("CD&R Holdings"), (ii) CD&R Holdings II, (iii) CD&R Investment Associates XII, Ltd., a Cayman Islands exempted company ("CD&R Investment Associates"), and (iv) CD&R Associates XII, L.P., a Cayman Islands exempted limited partnership ("CD&R Associates" and, together with CD&R Holdings, CD&R Holdings II and CD&R Investment Associates, collectively the "Reporting Persons").
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 25, 2025, CD&R Holdings II acquired from UBS AG, London Branch ("UBS"), represented by UBS Securities LLC as its agent, 4,477,919 shares of Common Stock for a total acquisition price of $99,999,991.52, pursuant to a previously disclosed agreement with UBS dated as of November 27, 2024 (the "Master Confirmation Agreement"). CD&R Holdings II funded the acquisition with one or more of the Reporting Persons' or their respective affiliates' cash on hand from capital contributions from its partners and cash dividends received in respect of Preferred Stock.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 24, 2025, CD&R Holdings II delivered a termination notice (the "Termination Notice") to UBS, notifying UBS that, in accordance with Section 8(d) of the Master Confirmation Agreement, it terminated all remaining Transactions (as defined in the Master Confirmation Agreement) under the Master Confirmation Agreement with an Effective Date (as defined in the Master Confirmation Agreement) following the date of such Termination Notice and the terms of the Master Confirmation Agreement solely to the extent relating to each Trade Notification (as defined in the Master Confirmation Agreement) with respect to each such Transaction. The foregoing description of the Termination Notice does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Termination Notice, which is filed as Exhibit 99.11 hereto and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended in its entirety to read as follows. (i) (1) CD&R Holdings is the beneficial owner of 18,517,830 shares of Common Stock on an as-converted basis (based on an initial conversion price of Preferred Stock of $26.92), which are issuable upon conversion, at the option of the holder, of 498,500 shares of Preferred Stock that are held directly by CD&R Holdings, and (2) CD&R Holdings II directly holds 10,232,420 shares of Common Stock. Taking into account such securities, CD&R Holdings beneficially owns 11.1% of the outstanding shares of Common Stock and CD&R Holdings II, CD&R Investment Associates and CD&R Associates beneficially own 17.2% of the outstanding shares of Common Stock, based on (x) the initial conversion price of Preferred Stock of $26.92 and (y) 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025. (ii) CD&R Holdings II and CD&R Investment Associates may be deemed to beneficially own the 18,517,830 shares of Common Stock issuable upon conversion of the 498,500 shares of Preferred Stock that are held directly by CD&R Holdings because CD&R Holdings is wholly owned by CD&R Holdings II and CD&R Investment Associates is the general partner of CD&R Holdings II, but each of CD&R Holdings II and CD&R Investment Associates expressly disclaims such beneficial ownership. CD&R Investment Associates may be deemed to beneficially own the 10,232,420 shares of Common Stock that are held directly by CD&R Holdings II because CD&R Investment Associates is the general partner of CD&R Holdings II, but CD&R Investment Associates expressly disclaims such beneficial ownership. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee of limited partners of CD&R Associates that consists of more than ten individuals, each of whom is also an investment professional of Clayton, Dubilier & Rice, LLC (the "Investment Committee"). All members of the Investment Committee expressly disclaim beneficial ownership of the reported securities. (iii) CD&R Investment Associates is managed by a two-person board of directors. Donald J. Gogel and Nathan K. Sleeper, as the directors of CD&R Investment Associates, may be deemed to share beneficial ownership of the reported securities. Such persons expressly disclaim such beneficial ownership.
(b)	In addition to the description set forth above in Item 5(a), see the cover pages of this Schedule 13D for a description of the respective voting powers and disposition powers of the Reporting Persons. The responses set forth in Items 4 and 6 are incorporated by reference in their entirety.
(c)	The 4,477,919 shares of Common Stock acquired by CD&R Holdings II on July 25, 2025 pursuant to the Master Confirmation Agreement were acquired at a price per share equal to $22.3318. Except for the foregoing or as otherwise set forth herein, each of the Reporting Persons reports that neither it, nor to its knowledge, any other person named in Item 2 of the Schedule 13D, has effected any transactions in Common Stock or Preferred Stock during the past 60 days.
(d)	Except as otherwise described in Item 2 and this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in this Item 5.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby supplemented to incorporate by reference the information set forth in Item 4 above.
Item 7.	Material to be Filed as Exhibits.
	99.7 Joint Filing Agreement (https://www.sec.gov/Archives/edgar/data/1740332/000119312524267221/d840516dex997.htm) 99.11 Termination Notice, dated as of July 24, 2025

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CD&R Channel Holdings II, L.P.

Signature:	/s/ Rima Simson
Name/Title:	Rima Simson/Vice President, Treasurer and Secretary of CD&R Investment Associates XII, Ltd., its general partner
Date:	07/25/2025

CD&R Channel Holdings, L.P.

Signature:	/s/ Rima Simson
Name/Title:	Rima Simson/Director of CD&R Channel Holdings II GP, Ltd., its general partner
Date:	07/25/2025

CD&R Investment Associates XII, Ltd.

Signature:	/s/ Rima Simson
Name/Title:	Rima Simson/Vice President, Treasurer and Secretary
Date:	07/25/2025

CD&R Associates XII, L.P.

Signature:	/s/ Rima Simson
Name/Title:	Rima Simson/Vice President, Treasurer and Secretary of CD&R Investment Associates XII, Ltd., its general partner
Date:	07/25/2025

FAQ

Why does Auddia (AUUDW) need shareholder approval for the White Lion equity line?

Nasdaq Rule 5635(d) requires approval when potential share issuances exceed 19.99% of outstanding stock at a discount; the amended ELOC raises that possibility.

What are the key terms of the Series C preferred stock issued on 30 Jun 2025?

$750k raised; 10% annual dividend; $4.77 conversion price; anti-dilution down to $0.954 floor; 314,466 five-year warrants at $4.77.

How much additional capital can Auddia access if Proposal 3 passes?

Up to $50 million of common stock sales to White Lion through 12/31/2027.

Will existing shareholders be diluted if all new instruments convert?

Yes—issuance under the ELOC, Series C preferred and expanded option pool would increase outstanding shares and reduce existing holders’ percentage ownership.

What changes are proposed for Auddia’s 2020 Equity Incentive Plan?

The share reserve and per-participant annual grant limit would both rise (exact new figures marked [***] in the preliminary filing).