SCHEDULE: CD&R Entities Boost Stake in Resideo Technologies, Concluding Structured Equity Deal

CD&R Channel Holdings II, L.P. and affiliated entities have increased their beneficial ownership in Resideo Technologies, Inc. to 17.2% through a recent share acquisition and the termination of a previously disclosed structured equity agreement.

Summary

• CD&R Channel Holdings II, L.P. acquired 4,477,919 shares of Resideo Technologies, Inc. common stock on July 25, 2025, for a total price of $99,999,991.52, equating to $22.3318 per share.
• The acquisition was funded by cash on hand from capital contributions from partners and cash dividends received from Preferred Stock.
• On July 24, 2025, CD&R Channel Holdings II delivered a termination notice to UBS AG, London Branch, ending all remaining transactions under a Master Confirmation Agreement dated November 27, 2024, with effective dates following July 24, 2025.
• The termination specifically excluded the share purchase scheduled for settlement on July 25, 2025.
• CD&R Channel Holdings II, CD&R Investment Associates XII, Ltd., and CD&R Associates XII, L.P. collectively beneficially own 28,750,250 shares of Common Stock, representing 17.2% of the outstanding shares.
• This beneficial ownership includes 18,517,830 shares issuable upon conversion of 498,500 shares of Series A Cumulative Convertible Participating Preferred Stock (at an initial conversion price of $26.92) and 10,232,420 directly held Common Stock shares.
• CD&R Channel Holdings, L.P. beneficially owns 18,517,830 shares, representing 11.1% of the outstanding Common Stock, solely from the Preferred Stock conversion.
• All percentages are calculated based on a total of 167,021,364 shares of Common Stock, which includes 148,503,534 shares outstanding as of April 28, 2025, plus the 18,517,830 shares issuable from Preferred Stock conversion.

Sentiment

Score: 7

Explanation: The filing indicates a major institutional investor increasing its stake and completing a pre-planned acquisition, which generally signals confidence in the issuer and its strategic direction.

Positives

• A significant institutional investor, CD&R, has increased its stake in Resideo Technologies, indicating continued confidence in the company.
• The completion of the share acquisition and termination of the structured equity agreement suggests a clear and executed investment strategy by CD&R.

Future Outlook

The termination of the Master Confirmation Agreement suggests that the reporting persons have completed their intended acquisition strategy under that specific structured equity arrangement, indicating a potential shift or completion of their investment phase through this mechanism.

Management Comments

• Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee of limited partners of CD&R Associates that consists of more than ten individuals, each of whom is also an investment professional of Clayton, Dubilier & Rice, LLC.

Industry Context

This filing reflects a significant institutional investor's strategic positioning within the home comfort and security solutions industry, where Resideo Technologies operates. The increase in stake by a major private equity firm like CD&R can signal long-term confidence in the sector's growth prospects or the specific company's strategic direction, potentially influencing market perception and competitor valuations.

Stakeholder Impact

• Shareholders: The increased stake by a major institutional investor could be viewed positively, potentially signaling confidence and stability.
• Management: The significant ownership by CD&R may imply continued strategic alignment or influence from this major investor.

Key Dates

Recommendation

A major institutional investor, CD&R, has increased its beneficial ownership in Resideo Technologies to 17.2% and completed a pre-arranged share acquisition, while also terminating the remaining portion of a structured equity agreement. This action signals strong confidence from a sophisticated investor in the company's prospects and strategic direction, which is generally a positive indicator for other investors.

Keywords

Resideo Technologies, CD&R, Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock, Share Acquisition, Institutional Investor, Equity Agreement, UBS AG