SEC Form 4 · accession 0001104659-26-090353
RESIDEO TECHNOLOGIES, INC. · REZI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
CD&R Channel Holdings, L.P.
10% Owner
CD&R Investment Associates XII, Ltd.
10% Owner
CD&R Associates XII, L.P.
10% Owner
CD&R Channel Holdings II, L.P.
10% Owner
Period of report
Aug 3, 2026
Accepted (ET)
Aug 4, 2026 · 4:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001740332
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F4,F2,F3 | — | Aug 3, 2026 | D | 149,550 | D | — | — | Common Stock | — | 348,950 | I |
Explanation of responses
- F1On August 3, 2026, Resideo Technologies, Inc. (the "Issuer") completed a spin-off transaction (the "Spin-Off"). In connection with the Spin-Off, CD&R Channel Holdings, L.P. ("CD&R Holdings") exchanged 149,550 shares of Series A Cumulative Convertible Participating Preferred Stock (the "Series A Preferred Stock"), which were convertible into shares of the Issuer's common stock (the "common stock") at an initial conversion price per share of $26.92, for preferred stock in the spun-off company. The conversion price for the remaining 348,950 shares of Series A Preferred Stock held by CD&R Holdings was equitably adjusted to an initial conversion price per share of $18.844 and such shares of Series A Preferred Stock are convertible into 18,517,830 shares of common stock at an initial conversion price per share of $18.844, subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event.
- F2The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date.
- F3The Issuer may, subject to the termination of a lock-up period applicable to the Reporting Persons, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of common stock if at any time the common stock trading price exceeds 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.0% per annum, payable in cash or in-kind by adding the dividend to the accumulated amount of the Series A Preferred Stock, provided that, in the case of certain triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 10.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the common stock on an as-converted basis.
- F4CD&R Investment Associates XII, Ltd. ("CD&R Holdings GP") as the general partner of CD&R Channel Holdings II, L.P. ("CD&R Holdings II"), which wholly owns CD&R Holdings, the direct holder of the reported securities, may be deemed to beneficially own the reported securities. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee (the "Investment Committee") of limited partners of CD&R Associates XII, L.P. ("CD&R Associates"), which may be deemed to beneficially own the reported securities. Each of CD&R Holdings II, CD&R Holdings GP and CD&R Associates, as well as each member of the Investment Committee, expressly disclaims beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein.