Upgrade to SI Premium - Free Trial

Form 4 RESIDEO TECHNOLOGIES, For: Aug 03 Filed by: CD&R Channel Holdings II, L.P.

August 4, 2026 4:06 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
CD&R Investment Associates XII, Ltd.
(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LTD
P.O. BOX 309, UGLAND HOUSE, S CHURCH ST
(Street)
GEORGE TOWN KY1-1104
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RESIDEO TECHNOLOGIES, INC. [ REZI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 08/03/2026 D 149,550 (2) (3) (2) (3) Common Stock (1) (1) 348,950 I See footnotes (1) (4)
Explanation of Responses:
1. On 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.
2. The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date.
3. The 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.
4. CD&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.
CD&R Investment Associates XII, Ltd.; By: /s/ Rima Simson, VP, Treas. and Sec. 08/04/2026
** Signature of Reporting Person Date
CD&R Associates XII, L.P.; By: CD&R Investment Associates XII, Ltd., its general partner; By: /s/ Rima Simson, VP, Treas. and Sec. 08/04/2026
** Signature of Reporting Person Date
CD&R Channel Holdings, L.P.; By: CD&R Channel Holdings II GP, Ltd., its general partner; By: /s/ Rima Simson, Director 08/04/2026
** Signature of Reporting Person Date
CD&R Channel Holdings II, L.P.; By: CD&R Investment Associates XII, Ltd., its general partner; By: /s/ Rima Simson, VP, Treas. and Sec. 08/04/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Categories

SEC Filings