RESIDEO TECHNOLOGIES, INC. 8-K

What Happened

• On May 11, 2026 Resideo Technologies (Resideo) filed an 8‑K disclosing board and officer changes tied to the planned Separation of its ADI global distribution business (to operate as ADI Global Distribution Inc.). On May 6, 2026 directors Nathan Sleeper and Cynthia Hostetler and officers Robert Aarnes, Michael Carlet and Jeannine Lane each notified the Board they will resign effective upon consummation of the Separation. It is anticipated many will join ADI’s board/officer ranks after the Separation.
• The Board approved conditional appointments that will take effect at closing: Thomas Surran (currently President, Products & Solutions) was approved as Resideo’s President and CEO upon completion of the Separation; CD&R’s designated director Andrew Campelli (partner at Clayton, Dubilier & Rice) was approved to fill the vacancy created by Mr. Sleeper. Resideo also announced that ADI has publicly filed a Form 10 registration statement and that the company will hold lender meetings (presentations furnished as exhibits).

Key Details

• Resignations and appointments notified May 6, 2026; 8‑K filed May 11, 2026.
• Thomas Surran (age 63) to become Resideo President & CEO at Separation; background includes senior roles at FLIR and Raymarine; no additional compensation approved as of filing.
• CD&R (per an April 14, 2024 Investment Agreement) may designate directors based on ownership thresholds; CD&R initially designated Nathan Sleeper and John Stroup and intends to designate Andrew Campelli to the Board at closing.
• ADI submitted a Form 10 registration statement and Resideo began lender outreach; completion of the Separation remains subject to final Board approvals, financing, a tax opinion/private letter ruling and regulatory approvals.

Why It Matters

• These leadership and board changes are material because they are directly linked to Resideo’s planned spin‑off of ADI. Investors should view the moves as part of corporate governance and capital‑structure transition tied to the Separation and related financing.
• The Form 10 filing and lender presentations indicate progress toward making ADI a standalone business, but the Separation is not complete and depends on financing and regulatory/tax approvals.
• There are no reported disagreements with management or the Board; compensation arrangements for new/appointed directors reference existing director pay and support from CD&R. No financial results or guidance were included in this 8‑K.