Private-Equity Group Reports 18.3% Holding in Resideo via Convertible Preferred

Rhea-AI Filing Summary

Clayton, Dubilier & Rice (CD&R) reported an 18.3% beneficial stake in Resideo Technologies (Common Stock) through related Cayman entities. The filing shows CD&R Channel Holdings II, L.P. directly holds 12,132,567 shares and 498,500 shares of Series A Preferred Stock held by CD&R Channel Holdings are convertible into 18,517,830 common shares at an initial conversion price of $26.92, producing an aggregate reported beneficial ownership of 30,650,397 shares, equal to 18.3% of a 167,281,233 share base used for calculation. CD&R Channel Holdings alone is reported as owning an 11.1% as-converted interest. The amendment discloses recent open-market purchases by CD&R Holdings II on multiple dates in August 2025 totaling several hundred thousand shares at prices ranging roughly from $27.08 to $32.00. The filing includes an undertaking to provide detailed per-price purchase data to the issuer or the SEC staff.

Positive

• Material stake disclosed: Reporting Persons beneficially own 30,650,397 shares, representing 18.3% of the adjusted share base.
• Convertible preferred included: 498,500 shares of Series A Preferred Stock are convertible into 18,517,830 common shares at a conversion price of $26.92.
• Recent accumulation disclosed: Multiple open-market purchases in August 2025 totaling several hundred thousand shares at prices roughly between $27.08 and $32.00.

Negative

• None.

Insights

Financial Analyst

TL;DR: CD&R's disclosed 18.3% position is a significant strategic stake that could influence Resideo's shareholder dynamics.

The Schedule 13D/A shows CD&R-affiliated entities collectively beneficially own 30,650,397 shares (18.3% of the adjusted share base). That combines 12,132,567 directly held common shares and 18,517,830 shares issuable upon conversion of 498,500 preferred shares at a $26.92 conversion price. The filing also documents multiple recent purchases in August 2025, indicating active accumulation. For investors, a >10% holder and an 18.3% holder disclosure changes the register and may presage engagement with management or influence over corporate actions; the document, however, contains no statements of intent or proposed changes.

M&A / Governance Specialist

TL;DR: A private-equity affiliated group now holds a material minority stake, which is potentially consequential for governance and strategic options.

The reporting structure shows layered ownership through Cayman entities with explicit disclaimers of direct beneficial ownership by related parties, but the economic exposure is clear: 30,650,397 shares on an as-converted basis. The Schedule 13D/A is an active disclosure instrument often used by investors to communicate potential intent; while this amendment documents purchases and holdings, it does not include an expressed plan for a transaction, board change, or control seek. Still, a near-20% position by a PE-affiliated group is material from a governance and M&A signaling perspective.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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

Sophia Hudson, P.C.
Julia Danforth, P.C., Kirkland & Ellis LLP, 601 Lexington Ave.
New York, NY, 10022
(212) 446-4800

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

08/15/2025

(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 30,650,397.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 30,650,397.00

11

Aggregate amount beneficially owned by each reporting person

30,650,397.00

12

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

13

Percent of class represented by amount in Row (11)

18.3 %

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) 12,132,567 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 167,281,233, which is equal to the sum of 148,763,403 shares of Common Stock outstanding as of July 28, 2025, as reported in the Issuer's Form 10-Q, filed August 5, 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 167,281,233, which is equal to the sum of 148,763,403 shares of Common Stock outstanding as of July 28, 2025, as reported in the Issuer's Form 10-Q, filed August 5, 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 30,650,397.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 30,650,397.00

11

Aggregate amount beneficially owned by each reporting person

30,650,397.00

12

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

13

Percent of class represented by amount in Row (11)

18.3 %

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) 12,132,567 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 167,281,233, which is equal to the sum of 148,763,403 shares of Common Stock outstanding as of July 28, 2025, as reported in the Issuer's Form 10-Q, filed August 5, 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 30,650,397.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 30,650,397.00

11

Aggregate amount beneficially owned by each reporting person

30,650,397.00

12

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

13

Percent of class represented by amount in Row (11)

18.3 %

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) 12,132,567 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 167,281,233, which is equal to the sum of 148,763,403 shares of Common Stock outstanding as of July 28, 2025, as reported in the Issuer's Form 10-Q, filed August 5, 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. 4 amends the Statement on Schedule 13D initially filed on June 24, 2024 with the Securities and Exchange Commission and amended on November 27, 2024, May 9, 2025 and July 25, 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 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 12,132,567 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 18.3% of the outstanding shares of Common Stock, based on (x) the initial conversion price of Preferred Stock of $26.92 and (y) 148,763,403 shares of Common Stock outstanding as of July 28, 2025, as reported in the Issuer's Form 10-Q, filed August 5, 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 12,132,567 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)	Item 5(c) of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. CD&R Holdings II acquired shares of Common Stock within the prior 60 days as follows: Weighted Average Date Purchase/(Sale) Amount of Shares Price Low Price High Price 8/8/25 Purchase 448,887 $27.3003 $27.08 $27.67 8/11/25 Purchase 457,508 $27.3366 $27.10 $27.67 8/12/25 Purchase 91,417 $30.0345 $29.42 $30.415 8/12/25 Purchase 216,432 $30.9423 $30.42 $31.41 8/12/25 Purchase 31,879 $31.4902 $31.42 $31.585 8/14/25 Purchase 203,161 $31.8884 $31.635 $32.00 8/15/25 Purchase 339,863 $31.4172 $31.045 $32.00 8/18/25 Purchase 111,000 $31.6568 $31.37 $31.855 The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased or sold at each separate price within the ranges set forth above. 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 of this Amendment No. 4, 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 7.	Material to be Filed as Exhibits.
	99.7 Joint Filing Agreement (https://www.sec.gov/Archives/edgar/data/1740332/000119312524267221/d840516dex997.htm)

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:	08/18/2025

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:	08/18/2025

CD&R Investment Associates XII, Ltd.

Signature:	/s/ Rima Simson
Name/Title:	Rima Simson/Vice President, Treasurer and Secretary
Date:	08/18/2025

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:	08/18/2025