Resideo (REZI) 10% Owner CD&R Exchanges Convertible Preferred in Spin‑Off

What Happened

• CD&R Investment Associates XII, Ltd. (a reported 10% owner) disposed of 149,550 shares of Resideo Series A Cumulative Convertible Participating Preferred Stock on August 3, 2026. The shares were exchanged to the spun‑off company as part of Resideo’s completed spin‑off; this is recorded as a derivative disposition (transaction code D). No cash price is reported (N/A) because the transfer was an exchange in the corporate restructuring rather than an open‑market sale.
• Per the filing footnote, the 149,550 Series A preferred shares were convertible into Resideo common stock at an initial conversion price of $26.92 prior to the exchange. CD&R retained the remaining 348,950 shares of Series A Preferred, which were equitably adjusted to an initial conversion price of $18.844 and are convertible into 18,517,830 shares of common stock (subject to anti‑dilution adjustments).

Key Details

• Transaction date: 2026-08-03 (Form 4 filed 2026-08-04 — appears timely).
• Securities disposed: 149,550 shares of Series A Cumulative Convertible Participating Preferred Stock; price: N/A (exchange in spin‑off).
• Shares remaining (per filing): 348,950 shares of Series A Preferred held by CD&R Holdings, convertible at $18.844 into 18,517,830 common shares (subject to adjustments).
• Notable terms: Series A Preferred is convertible at holder’s option with no expiration; accrues dividends at 7% (rising to 10% on certain triggers); issuer may force conversion if common trades above 200% of conversion price under specified conditions.
• Reporting status: 10% institutional owner (CD&R) — investment decisions are committee‑based; this is institutional repositioning related to a spin‑off, not an executive open‑market trade.

Context

• This was a corporate‑transaction (spin‑off) exchange of convertible preferred securities, not a public sale or purchase of common shares. Such derivative dispositions reflect restructuring and holdings adjustments and do not necessarily signal insider sentiment about the company’s stock price.