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8-K2026-05-11· deepseek-chat

REZI · Resideo Technologies, Inc.

0001213900-26-054157

SEC filing

Summary

Resideo filed Form 10 for ADI spin-off, announced leadership and board changes for both companies, and expects completion between mid-Q3 and mid-Q4 2026.

Key takeaways

Full analysis

Resideo Technologies, Inc. (NYSE: REZI) filed a Form 10 registration statement with the SEC on May 11, 2026, for the planned spin-off of its ADI Global Distribution business into an independent publicly traded company, ADI Global Distribution Inc. (expected NYSE: ADIG). The spin-off is expected to be completed between mid-third quarter and mid-fourth quarter of 2026, subject to final Board approval, financing, tax opinion, and regulatory approvals. The transaction is intended to be tax-free for Resideo and its stockholders.

In connection with the separation, significant leadership changes were announced. Thomas Surran, currently President of Resideo's Products and Solutions segment, will become President and CEO of Resideo upon completion of the spin-off, succeeding Jay Geldmacher, who will retire and serve in an advisory capacity for six months. Nathan Sleeper and Cynthia Hostetler will resign from the Resideo Board to become directors of ADI. Andrew Campelli, a CD&R partner, will fill Sleeper's vacancy on the Resideo Board. The Resideo Board will also include Thomas Surran as a director.

For ADI, Robert Aarnes will serve as President and CEO, Michael Carlet as CFO, and Jeannine Lane as General Counsel, Corporate Secretary and Chief Compliance Officer. The ADI Board will be chaired by Michael Kaufmann and include seven other directors.

Financially, ADI expects to incur approximately $1.0 billion of new funded debt, with proceeds used for a ~$900 million cash dividend to Resideo, transaction fees, and general corporate purposes. Both companies expect sufficient liquidity at spin-off, each with ~$150 million cash and a new $500 million revolving credit facility. For fiscal year 2025, Resideo (standalone) generated revenue of $2.9 billion and Adjusted EBITDA of $581 million; ADI generated revenue of $4.8 billion and Adjusted EBITDA of $295 million. The separation aims to create two pure-play companies with sharper focus, enhanced flexibility, and tailored capital allocation strategies.