REZI

EX-99

2 rezi-20260704prexhibit99.htm

EX-99

Document

Exhibit 99

Resideo Announces Record Second Quarter 2026 Financial Results; Initiates Standalone 2026 Outlook

•Revenue of $1.98 billion, up 2% year-over-year; a new record and above the high-end of outlook range; Products & Solutions (“P&S”) up 4% and ADI Global Distribution segment (“ADI”) up 1%

•Gross margin of 30.0%, a new record; 13 consecutive quarters of year-over-year gross margin expansion achieved at P&S

•Net income of $97 million, compared to net loss of $825 million in second quarter of 2025; Adjusted EBITDA (1) of $249 million, up 19% year-over-year; a new record and above the high-end of outlook range

•GAAP diluted EPS of $0.51; Adjusted EPS(1) of $0.83, up 26% year-over-year and above the high-end of the outlook range

•Successfully completed the business separation of ADI on August 3, 2026 (2)

SCOTTSDALE, Ariz., August 12, 2026 – Resideo Technologies, Inc. (NYSE: REZI), a leading global developer and manufacturer of critical control and sensing solutions for residential end-markets, today announced financial results for the second fiscal quarter ended July 4, 2026.

ADI Global Distribution Spin-Off

On August 3, 2026 (the “Distribution Date”), Resideo completed the separation (the “ADI Spin-Off” or the “Separation”) of its former ADI Global Distribution segment by distributing to Resideo common shareholders on a pro rata basis all of the issued and outstanding common stock of ADI Global Distribution Inc. (“ADIG”). To effect the Separation, Resideo distributed to its common stockholders one share of ADIG common stock for every two shares of Resideo’s common stock outstanding and held as of July 20, 2026, the record date for the distribution.

Resideo’s consolidated results for the three and six months ended July 4, 2026 include the historical results of ADI as a consolidated business segment of Resideo since the ADI Spin-Off occurred subsequent to the second fiscal quarter. Beginning with the third quarter of 2026, Resideo will no longer consolidate ADI and the historical results of ADI will be reflected as discontinued operations in our financial statements. Also beginning with the third quarter, the results of the P&S segment, with revenue adjusted to reflect ADI as an external customer and to reflect allocated corporate costs, will be presented as “continuing operations” in Resideo’s financial statements and results of operations.

ADIG has announced that it will present its second quarter and year-to-date results derived from Resideo’s accounting records and presented on a carve-out basis on August 13, 2026.

Management Remarks

“Resideo’s second quarter consolidated results were strong, reporting record high revenue and financial results that were above the high-end of the outlook range for all our key financial metrics. The Products and Solutions segment had another standout quarter with year-over-year revenue growth and the thirteenth consecutive quarter of year-over-year gross margin expansion,” said Tom Surran, Resideo’s President and CEO.

“With the business separation now complete, Resideo is entirely focused on leveraging our competitive strengths to increase the value we deliver to customers as a standalone building technologies company. With our track record of execution and our focused strategic plan coupled with a stronger gross and operating margin profile, we are poised to deliver profitable growth and drive greater shareholder value.”

(1) This press release includes certain “non-GAAP financial measures” as defined under the Securities Exchange Act of 1934. Resideo management believes the use of such non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Adjusted Cash Provided by Operations, assists investors in understanding the ongoing operating performance of Resideo by presenting the financial results between periods on a more comparable basis. See reconciliations of U.S. GAAP results to adjusted results in the accompanying tables.

(2) The historical results of the ADI segment are included in our unaudited consolidated financial statements for all periods presented as the ADI Spin-Off occurred subsequent to the end of the reported period. In future filings, we will no longer consolidate ADI and the historical results of ADI will be reflected as discontinued operations in Resideo’s consolidated financial statements.

Consolidated Second Quarter 2026 Financial Highlights

•Revenue of $1,981 million, up 2% compared to $1,943 million in the second quarter of 2025; a new record and above the high-end of outlook range

•Gross margin of 30.0%, up 70 basis points year-over-year, a new record impacted by the receipt of $27 million of tariff refunds, of which approximately $20 million was received by ADI

•Net income of $97 million, compared to net loss of $825 million in the second quarter of 2025

•Adjusted EBITDA(1) of $249 million, up 19% compared to $210 million in the second

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rezi-20260224false000174033200017403322026-02-242026-02-24

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): February 24, 2026

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3863582-5318796 (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 shareREZINew 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 2.02.    Results of Operations and Financial Condition.

On February 24, 2026, the Company issued a press release announcing its fourth quarter and full year 2025 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

99Resideo Technologies, Inc. Earnings Press Release dated February 24, 2026.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 24, 2026

RESIDEO TECHNOLOGIES, INC.

By:/s/ Jeannine J. Lane Name:Jeannine J. Lane Title:Executive Vice President, General Counsel and Corporate Secretary

rezi-20251105false000174033200017403322025-11-052025-11-05

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): November 5, 2025

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3863582-5318796 (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 shareREZINew 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 2.02.    Results of Operations and Financial Condition.

On November 5, 2025, the Company issued a press release announcing its third quarter 2025 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

99Resideo Technologies, Inc. Earnings Press Release dated November 5, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 5, 2025

RESIDEO TECHNOLOGIES, INC.

By:/s/ Jeannine J. Lane Name:Jeannine J. Lane Title:Executive Vice President, General Counsel and Corporate Secretary

rezi-20250731false000174033200017403322025-07-312025-07-31

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): July 31, 2025

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3863582-5318796 (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 shareREZINew 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 2.02.    Results of Operations and Financial Condition.

On August 5, 2025, the Company issued a press release announcing its second quarter 2025 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting of Shareholders on June 4, 2025, holders of 94.4% of the shares voted on the advisory vote on the frequency of future advisory votes on executive compensation voted in favor of holding such advisory votes annually. In light of this result, on July 31, 2025, the Company’s Board of Directors determined to continue holding advisory votes on executive compensation every year.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

99Resideo Technologies, Inc. Earnings Press Release dated August 5, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 5, 2025

RESIDEO TECHNOLOGIES, INC.

By:/s/ Jeannine J. Lane Name:Jeannine J. Lane Title:Executive Vice President, General Counsel and Corporate Secretary

8-K

false 0001740332 0001740332 2025-07-30 2025-07-30

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): July 30, 2025

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 500 Scottsdale, Arizona

85254

(Address of principal executive offices)

(Zip Code) Registrant’s telephone number, including area code: (480) 573-5340 Registrant’s Former Name or Address, if changed since last report: N/A

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 (see General Instruction A.2. below):

☐ 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(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value

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 1.01 Entry into a Material Definitive Agreement

Termination of Indemnification and Reimbursement Agreement On July 30, 2025, Resideo Technologies, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), Resideo Intermediate Holding Inc., a corporation organized under the laws of the State of Delaware and an indirect wholly owned subsidiary of the Company (“RIH”), Honeywell International Inc., a corporation organized under the laws of the State of Delaware (“Honeywell”), and the guarantors party thereto, entered into that certain Termination Agreement (the “Agreement”), pursuant to which, upon the closing of the transactions contemplated thereby (the “Closing”), a one-time cash payment of $1,590,000,000.00 (the “Termination Payment”) will be made by or on behalf of RIH to Honeywell in lieu of all future payments to which Honeywell is entitled pursuant to that certain Indemnification and Reimbursement Agreement, dated as of October 14, 2018 (as amended, the “Indemnification and Reimbursement Agreement”), pursuant to which RIH agreed to indemnify and hold harmless or reimburse Honeywell in respect of certain Honeywell environmental remediation liabilities to the extent provided for in such agreement. At the Closing, the Indemnification and Reimbursement Agreement will automatically terminate, including with respect to any and all guarantees entered into pursuant to the Indemnification and Reimbursement Agreement. The Closing is expected to occur no later than August 29, 2025. Additionally, on July 29, 2025, RIH paid Honeywell $35,000,000, representing the regularly scheduled third quarter payment due under Indemnification and Reimbursement Agreement. From signing until Closing (or termination of the Agreement), any amounts that would otherwise be due under the Indemnification and Reimbursement Agreement are suspended and tolled, and if the Closing occurs, these tolled amounts are not payable. However, if the Agreement is terminated, any such tolled amounts become due with 5% interest per annum. Subject to the terms set forth in the Agreement, the Agreement may be terminated prior to the Closing, (i) at any time, by mutual written agreement of Honeywell and the Company, (ii) by Honeywell on or after August 30, 2025 if the Closing does not occur on or prior to August 29, 2025, (iii) by the Company on or after October 31, 2025, if the Closing does not occur on or prior to October 30, 2025, or (iv) by either Honeywell or the Company if a court of competent jurisdiction or any other governmental authority having competent jurisdiction shall have promulgated or enforced any law or issued an order permanently restraining or prohibiting the transactions contemplated by the Agreement. In the event the Agreement is terminated pursuant to clauses (ii) or (iii) in the preceding sentence (and is not otherwise terminable pursu

rezi-20250506false000174033200017403322025-05-062025-05-06

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, 2025

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3863582-5318796 (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 shareREZINew 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 2.02.    Results of Operations and Financial Condition.

On May 6, 2025, the Company issued a press release announcing its first quarter 2025 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

99Resideo Technologies, Inc. Earnings Press Release dated May 6, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 6, 2025

RESIDEO TECHNOLOGIES, INC.

By:/s/ Jeannine J. Lane Name:Jeannine J. Lane Title:Executive Vice President, General Counsel and Corporate Secretary

rezi-20250220false000174033200017403322025-02-202025-02-20

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): February 20, 2025

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3863582-5318796 (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 shareREZINew 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 2.02.    Results of Operations and Financial Condition.

On February 20, 2025, the Company issued a press release announcing its fourth quarter 2024 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

99Resideo Technologies, Inc. Earnings Press Release dated February 20, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 20, 2025

RESIDEO TECHNOLOGIES, INC.

By:/s/ Jeannine J. Lane Name:Jeannine J. Lane Title:Executive Vice President, General Counsel and Corporate Secretary

rezi-20241104false000174033200017403322024-11-042024-11-04

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): November 4, 2024

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3863582-5318796 (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 shareREZINew 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 2.01.    Entry into a Definitive Material Agreement.

In connection with the resignation of Roger B. Fradin from the Board of Directors (the “Board”) of Resideo Technologies, Inc. (the “Company”) described under Item 5.02 below, the Company and Fradin Consulting, LLC (the “Advisor”), an entity owned by Mr. Fradin, entered into a Strategic Advisor Agreement (the “Advisor Agreement”). Under the Advisor Agreement, the Company will have access to advice and counsel of the Advisor regarding the Company’s business, strategy, customers, markets and opportunities. The Company will pay the Advisor an annual cash retainer fee of $500,000 for such services. The Advisor Agreement has an initial two-year term, and provides for further renewals. The Board also approved the continued vesting of the restricted stock unit issued to Mr. Fradin in June 2024, which is scheduled to vest on June 5, 2025, as if he had remained a director through such date.

Item 2.02.    Results of Operations and Financial Condition.

On November 7, 2024, the Company issued a press release announcing its third quarter 2024 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

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

On November 7, 2024, the Company announced that Jay Geldmacher, the Company’s President and Chief Executive Officer, has informed the Company’s Board of Directors (the “Board”) of his intention to retire, following a CEO transition period. The Company announced that the Board is conducting a search for the Company’s next President and Chief Executive Officer, and that Mr. Geldmacher will remain in his position as the Company’s President and Chief Executive Officer until his successor is appointed, at which time Mr. Geldmacher will also resign from the Board.

In order to effectuate a smooth transition for the Company and the new CEO, the Board and Mr. Geldmacher agreed that Mr. Geldmacher will remain employed by the Company in the role of Senior Vice President, Executive Advisor, a non-officer role, for a period of six months following the date the new CEO commences employment as CEO or through September 30, 2025, whichever is later. During this transition period, Mr. Geldmacher will continue to receive his current annual base salary and be eligible for an annual incentive plan payout, including for 2025, which will be pro-rated and paid at target in the event the transition period ends during fiscal 2025. Mr. Geldma

rezi-20240807false000174033200017403322024-08-072024-08-07

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): August 7, 2024

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3863582-5318796 (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 shareREZINew 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 2.02.    Results of Operations and Financial Condition.

On August 8, 2024, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its second quarter 2024 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

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

On August 7, 2024, the Board of Directors of the Company appointed Michael Carlet as the Company’s Executive Vice President, Chief Financial Officer, effective August 9, 2024.

Mr. Carlet, age 56, has served as the Chief Financial Officer of Snap One Holdings Corp. (“Snap One”), a provider of smart-living products, services, and software to professional integrators, since 2014, including through the acquisition of Snap One by the Company on June 14, 2024.

In connection with Mr. Carlet’s appointment as Chief Financial Officer, the Compensation and Human Capital Management Committee (the “Committee”) approved compensation for Mr. Carlet as follows: (i) annual base salary of $575,000, (ii) a target annual incentive opportunity of 100% of base salary (with a bonus for 2024 pro-rated based on the different bonus arrangements in effect for Mr. Carlet during the year) and (iii) commencing with the annual awards for 2025, annual long-term incentive awards with a grant date fair value at target of $2,000,000. The Committee also approved an initial equity award with a grant date fair value of $400,000, 50% of which will be issued in the form of restricted stock units that vest as to one-third of the units on each annual anniversary of the date of grant and 50% of which will be issued as performance stock units with the same terms and goals as the comparable awards granted to the Company’s other executive officers for 2024. Mr. Carlet is also eligible to participate in the executive-officer level severance benefits under the Company’s Severance Plan for Designated Officers and all other executive-level benefit and perquisite plans.

Mr. Carlet succeeds Anthony Trunzo, who was appointed to a new, non-executive officer position of Senior Vice President, Executive Advisor, in order to ensure a smooth CFO transition. Mr. Trunzo will serve in this transition role until March 2025 when his employment will terminate under circumstances entitling him to severance benefits as described below. In addition, to provide further focus and alignment to the Products & Solutions business segment, Dana Huth, who previously served as Executive Vice President, C

rezi-20240502false000174033200017403322024-05-022024-05-02

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 2, 2024

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3863582-5318796 (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 shareREZINew 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 2.02.    Results of Operations and Financial Condition.

On May 2, 2024, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its first quarter 2024 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 7.01.     Regulation FD Disclosure.

The Company has appointed director Andrew Teich to the position of Vice Chair of the Board, effective May 1, 2024. Mr. Teich is expected to, among other things, continue to provide Board level oversight of the Company’s ongoing transformation, particularly related to the Company’s acquisition of Snap One and its other portfolio optimization. Mr. Teich previously served as the Company’s lead independent director from 2018 to 2023.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

99Resideo Technologies, Inc. Earnings Press Release dated May 2, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 2, 2024

RESIDEO TECHNOLOGIES, INC.

By:/s/ Jeannine J. Lane Name:Jeannine J. Lane Title:Executive Vice President, General Counsel and Corporate Secretary

3

8-K

false 0001740332 0001740332 2024-04-14 2024-04-14

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): April 14, 2024

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

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 1.01 Entry Into a Material Definitive Agreement

Agreement and Plan of Merger On April 14, 2024, Resideo Technologies, Inc., a Delaware corporation (the “Company”), Pop Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Snap One Holdings Corp., a Delaware corporation (“Snap One”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Snap One (the “Merger”), with Snap One continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of the Company. As of the effective time of the Merger (the “Effective Time”), (i) each issued and outstanding share of capital stock of Merger Sub will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and (ii) each issued and outstanding share of common stock of Snap One, par value $0.01 per share (“Snap One Common Stock”) (other than Appraisal Shares (as defined in the Merger Agreement), shares of restricted Snap One Common Stock, and any shares held by Snap One, the Company, Merger Sub or any other direct or indirect wholly owned subsidiary of Snap One or the Company) will be converted into the right to receive $10.75 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). The Merger Agreement also provides that at the Effective Time, the (i) issued and outstanding options, including phantom options, to purchase Snap One Common Stock (all of which are “out-of-the-money”) will be cancelled for no consideration, (ii) issued and outstanding shares of restricted Snap One Common Stock will be cancelled and converted into the right to receive the Merger Consideration, (iii) issued and outstanding restricted stock units, including phantom restricted stock units, covering Snap One Common Stock that are vested immediately prior to the Effective Time (after taking into account any accelerated vesting that occurs immediately prior to, or in connection with, the Effective Time) will be cancelled and converted into the right to receive an amount in cash, without interest, equal to (x) the total number of shares of Snap One Common Stock subject to such restricted stock unit (or phantom restricted stock unit) immediately prior to the Effective Time multiplied by (y) the Merger Consideration, (iv) issued and outstanding performance stock units covering Snap One Company Stock will be assumed by the Company and automatically converted into a Company restricted stock unit award with respect to shares of common stock of the Company, par value $0.001 per share (the “Company Common Stock”), assuming a number of shares of Snap One Common Stock based on target performance (or actual performance with respect to any performance

rezi-20240213false000174033200017403322024-02-132024-02-13

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): February 13, 2024

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3863582-5318796 (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 shareREZINew 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 2.02.Results of Operations and Financial Condition. On February 13, 2024, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2023 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01Financial Statements and Exhibits. (d)Exhibits

99Resideo Technologies, Inc. Earnings Press Release dated February 13, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 13, 2024

RESIDEO TECHNOLOGIES, INC.

By:/s/ Jeannine J. Lane Name:Jeannine J. Lane Title:Executive Vice President, General Counsel and Corporate Secretary

3

rezi-20231101false000174033200017403322023-11-012023-11-01

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): November 1, 2023

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3863582-5318796 (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 shareREZINew 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 2.02.Results of Operations and Financial Condition. On November 1, 2023, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its third quarter 2023 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01Financial Statements and Exhibits. (d)Exhibits

99Resideo Technologies, Inc. Earnings Press Release dated November 1, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 1, 2023

RESIDEO TECHNOLOGIES, INC.

By:/s/ Jeannine J. Lane Name:Jeannine J. Lane Title:Executive Vice President, General Counsel and Corporate Secretary

3

8-K

false 0001740332 0001740332 2023-02-15 2023-02-15

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): February 15, 2023

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 2.02. Results of Operations and Financial Condition.

On February 15, 2023, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2022 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99

Resideo Technologies, Inc. Earnings Press Release dated February 15, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 15, 2023

RESIDEO TECHNOLOGIES, INC.

By:

/s/ Jeannine J. Lane

Name:

Jeannine J. Lane

Title:

Executive Vice President, General Counsel and Corporate Secretary

3

8-K

false 0001740332 0001740332 2022-11-01 2022-11-01

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): November 1, 2022

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 2.02. Results of Operations and Financial Condition.

On November 1, 2022, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its third quarter 2022 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99

Resideo Technologies, Inc. Earnings Press Release dated November 1, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 1, 2022

RESIDEO TECHNOLOGIES, INC.

By:

/s/ Jeannine J. Lane

Name:

Jeannine J. Lane

Title:

Executive Vice President, General Counsel and Corporate Secretary

3

8-K

false 0001740332 0001740332 2022-08-04 2022-08-04

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): August 4, 2022

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 2.02. Results of Operations and Financial Condition.

On August 4, 2022, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its second quarter 2022 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99

Resideo Technologies, Inc. Earnings Press Release dated August 4, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 4, 2022

RESIDEO TECHNOLOGIES, INC.

By:

/s/ Jeannine J. Lane

Name:

Jeannine J. Lane

Title:

Executive Vice President, General Counsel and Corporate Secretary

3

8-K

false 0001740332 0001740332 2022-05-03 2022-05-03

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 3, 2022

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 2.02. Results of Operations and Financial Condition.

On May 3, 2022, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its first quarter 2022 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

99

Resideo Technologies, Inc. Earnings Press Release dated May 3, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 3, 2022

RESIDEO TECHNOLOGIES, INC.

By:

/s/ Jeannine J. Lane

Name:

Jeannine J. Lane

Title:

Executive Vice President, General Counsel and Corporate Secretary

3

8-K

false 0001740332 0001740332 2022-02-15 2022-02-15 0001740332 dei:FormerAddressMember 2022-02-15 2022-02-15

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): February 15, 2022

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)

901 E 6th Street, Austin, Texas

78702

(Former Address of principal executive offices)

(Zip Code)

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 2.02. Results of Operations and Financial Condition.

On February 15, 2022, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2021 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

99

Resideo Technologies, Inc. Earnings Press Release dated February 15, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 15, 2022

RESIDEO TECHNOLOGIES, INC.

By:

/s/ Jeannine J. Lane

Name:

Jeannine J. Lane

Title:

Executive Vice President, General Counsel and Corporate Secretary

3

8-K

false 0001740332 0001740332 2022-02-06 2022-02-06

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): February 6, 2022

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 1.01. Entry into a Material Definitive Agreement.

Equity Purchase Agreement On February 6, 2022, Resideo Technologies, Inc., a Delaware corporation (the “Company”), and Newell Brands Inc., a Delaware corporation (“Newell”), entered into an Equity Purchase Agreement (the “Equity Purchase Agreement” or the “EPA”) providing for the Company to purchase from Newell and an affiliate thereof one hundred percent (100%) of the issued and outstanding capital stock of First Alert, Inc., a Delaware corporation (“First Alert”). First Alert and its subsidiaries offer a comprehensive portfolio of detection and suppression devices, including smoke alarms, carbon monoxide alarms, combination alarms, connected fire and carbon monoxide devices, and fire extinguishers and other suppression solutions, including through the First Alert®, BRK® and Onelink® brands. Purchase Price The base purchase price payable by the Company upon the closing of the transactions contemplated by the EPA (the “Closing” and the “Transactions,” respectively) is $593,000,000, which is subject to adjustment based on the amount of working capital and net indebtedness of the Business (as defined in the EPA) as of immediately prior to the Closing, as well as any unpaid transaction expenses that reduce the purchase price in accordance with the terms of the EPA. The purchase price will be paid in cash. Pursuant to the EPA and subject to the terms and limitations set forth therein, the parties have agreed to make an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, which will treat the majority of the Transactions as an asset purchase for tax purposes. The Company expects to realize approximately $46 million in net present value of tax benefits as a result of making the above-referenced election. Conditions to the Closing of the Transactions The closing of the Transactions is subject to the satisfaction or waiver of customary closing conditions for both parties, including (i) the expiration or termination of the waiting period, including any extension thereof, under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the receipt or continued effectiveness of certain third party consents, and (ii) no law being enacted, entered, promulgated or enforced by any governmental authority of competent jurisdiction that prevents or makes illegal the consummation of the Transactions (a “Closing Legal Impediment”). In addition, the obligation of each of the Company and Newell to consummate the Transactions is conditioned on the accuracy of the representations and warranties made by the other party on the Closing Date (as defined in the EPA) or, if applicable, an earlier date (subject to certain “materiality” and “material adverse effect” qualifications set forth in the EPA with respect to such representations and warranties), the performance by the other party in all material resp