Every material Form 8-K Resideo Technologies has filed with the SEC since July 22, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Resideo reported second quarter 2026 revenue of $1.98 billion, up 2% year over year, with net income of $97 million versus a net loss of $825 million a year earlier and diluted EPS of $0.51. The company also completed the spin-off of ADI Global Distribution on August 3, 2026, and named Shane Harrison Senior Vice President and Chief Financial Officer effective September 1, 2026.
Q2 2026 adjusted EPS was $0.83, up 26% from a year earlier, and adjusted EBITDA was $249 million, up 19%.
GAAP income from operations fell 26% to $131 million, with $31 million of business separation costs in the quarter.
Resideo initiated standalone outlook: third quarter 2026 revenue of $705 million to $730 million and full-year 2026 revenue of $2.90 billion to $2.95 billion.
Resideo completed the separation of its ADI Global Distribution business on August 3, 2026, distributing all ADI common stock to Resideo shareholders in a tax-free spin-off. This 8-K also adjusts equity plan share counts for the distribution and includes unaudited pro forma financials showing Resideo without ADI, which reflect a 2025 pro forma net loss of $670 million.
Separation effective August 3, 2026; holders received one ADI share for every two Resideo shares held as of July 20, 2026
ADI is now an independent company trading on the New York Stock Exchange under the symbol ADIG
ADI paid Resideo $967 million in cash, which is expected to help repay about $1.1 billion of Term Loan B debt
Pro forma 2025 net loss available to common stockholders was $670 million, or $(4.50) per share; pro forma net income available to common stockholders for the three months ended April 4, 2026 was $32 million, or $0.21 per diluted share
Resideo completed the spin-off of ADI Global Distribution on August 3, 2026, and ADI began regular-way trading on the New York Stock Exchange as ADIG on August 4, 2026. Resideo says it is now a pure-play building technologies company, and its shares continue to trade as REZI. The separation also included a $900 million repayment of Term Loan B debt and a change in leadership, with Tom Surran serving as both CEO and principal financial officer.
Holders of record on July 20, 2026 received one ADI common share for every two Resideo common shares held
Resideo repaid $900 million of Term Loan B principal and expects a further repayment of approximately $200 million by the end of its third fiscal quarter
Resideo Series A Cumulative Convertible Participating Preferred Stock was reduced to 350,000 shares outstanding, with the conversion price adjusted to $18.844
Jay Geldmacher retired as CEO and Thomas Surran became CEO effective August 3, 2026
Resideo's Board formally approved the planned spin-off of its ADI Global Distribution business, with a distribution date of August 3, 2026. Resideo shareholders are expected to receive one ADI share for every two Resideo shares held at the July 20 record date. To help finance the spin-off, ADI completed a $400 million senior notes offering and entered into a $600 million term loan and $500 million revolving credit facility.
Record date July 20, 2026; distribution date August 3, 2026, at 5:00 p.m. ET
Distribution ratio of one ADI share for every two Resideo shares held at the record date
ADI expected to trade on the NYSE as ADIG starting August 4, 2026; Resideo continues to trade as REZI
$400 million 7.125% senior notes due July 15, 2034, closed June 30, 2026; $600 million term loan and $500 million revolver entered July 1, 2026
On June 24, 2026, Resideo Funding Inc. merged into its wholly-owned subsidiary Resideo Funding II LLC, which assumed the company's 2029 and 2032 senior notes and its obligations under the June 4, 2026 credit agreement. Funding II also granted lenders a security interest in substantially all of its assets and agreed to guarantee company obligations under the credit agreement. Separately, on June 22, 2026, Resideo agreed with Honeywell to end a 2018 spin-off tax agreement in exchange for a one-time $11.6 million payment, which the filing describes as resolving tax-related claims between the two companies.
June 24, 2026: Resideo Funding Inc. merged into Resideo Funding II LLC, which continues as the surviving entity.
Funding II assumed the 4.000% Senior Notes due 2029 and 6.500% Senior Notes due 2032.
Funding II granted a security interest in substantially all its assets and guarantees company obligations under the credit agreement with JPMorgan Chase Bank, N.A. as administrative agent.
June 22, 2026: Tax Matters Agreement with Honeywell terminated; Resideo must pay a one-time $11,600,000 and both parties exchanged mutual releases.
On June 4, 2026, Resideo entered a second amended and restated credit agreement that provides up to approximately $2,827 million of senior secured financing, replacing its prior 2021 credit agreement. The filing says the amendment was made to facilitate the proposed spin-off of its ADI Global Distribution segment to common shareholders, and no new borrowings were made on the effective date.
Financing comprises three term loans of approximately $518 million, $590 million and $1,219 million, plus a new $500 million revolving credit facility that was undrawn at closing.
No new borrowings were made on June 4, 2026; up to $75 million of the revolver may be used for letters of credit.
Term loans mature February 12, 2028, June 14, 2031 and August 13, 2032; the revolver matures five years after the effective date.
Resideo reported first quarter 2026 net revenue of $1.91 billion, up 8% year-over-year, with adjusted EBITDA of $215 million, up 28%, and net income of $38 million compared with $6 million a year earlier. The company said revenue, adjusted EBITDA and adjusted EPS were all above the high end of its outlook range, and it reaffirmed its full-year 2026 outlook. Operating cash use widened to $145 million from $65 million, which the company attributed mainly to business separation activities.
Net revenue of $1,912 million, up 8% from $1,770 million, and above the high end of the outlook range
Net income of $38 million versus $6 million; GAAP diluted EPS of $0.17 versus a loss of $0.02
Adjusted EBITDA of $215 million, up 28% from $168 million; Adjusted EPS of $0.65 versus $0.63
Cash used by operating activities of $145 million versus $65 million; full-year 2026 outlook reaffirmed and second-quarter revenue outlook of $1,916 million to $1,940 million given
Resideo filed a Form 10 for the planned spin-off of its ADI Global Distribution business and named leadership for both companies, with the spin-off expected between mid-third and mid-fourth quarter of 2026. Thomas Surran will become CEO of Resideo at spin-off completion, succeeding Jay Geldmacher, and CD&R-linked directors Nathan Sleeper and Cynthia Hostetler will leave the board when the separation closes. The filing gives shareholders a timeline and leadership structure but does not include new full-year results or guidance.
Thomas Surran to become President and CEO of Resideo effective upon completion of the Separation; Geldmacher retires after a new CEO is appointed, then advises for six months
ADI 2025 carveout figures: revenue of approximately $4.8 billion, net loss of $261 million, Adjusted EBITDA of $318 million
Spin-off expected between mid-third quarter and mid-fourth quarter 2026; investor days in mid-July 2026 in New York City
Resideo is conducting a search for a new Chief Financial Officer; Andrew Campelli of CD&R to join the board at separation
Resideo Technologies reported fourth-quarter and full-year 2025 results and gave a 2026 outlook. The full-year GAAP net loss of $527 million, driven by the expense of terminating the Indemnification Agreement with Honeywell, reversed a $116 million profit in 2024, while net revenue and Adjusted EBITDA rose. Shareholders face a large 2025 loss but a 2026 outlook calling for higher revenue and Adjusted EPS than 2025.
Full-year 2025 net loss of $527 million, compared with net income of $116 million in 2024, driven by the Indemnification Agreement termination expense; diluted loss per share was $3.77.
Full-year 2025 net revenue of $7.47 billion, up 11%, and Adjusted EBITDA of $833 million, up 20%.
Fourth-quarter 2025 net income of $136 million versus $23 million a year earlier; Adjusted EPS was $0.50 versus $0.59.
2026 outlook: net revenue of $7.8 billion to $7.9 billion and Adjusted EPS of $3.00 to $3.20, compared with 2025 Adjusted EPS of $2.68.
Resideo's compensation committee approved an amendment on January 6, 2026 to the agreement with CEO Jay Geldmacher, who is retiring. The change sets how his 2026 annual incentive pay is calculated, depending on when his transition date falls. The filing does not report any financial results or new financial figures.
Amendment approved by the Compensation and Human Capital Management Committee on January 6, 2026
If the transition date is before December 31, 2026, 2026 incentive pay is pro-rated from January 1 through that date and paid at target
If the transition date is on or after December 31, 2026, 2026 incentive pay covers the full year based on actual performance against plan measures
Resideo reported third quarter 2025 net revenue of $1.86 billion, up 2% year over year, and net income of $156 million, compared with $20 million a year earlier. Diluted EPS was $0.85 versus $0.07, and Adjusted EPS was $0.89 versus $0.59. The company also paid Honeywell $1.59 billion in August 2025 to terminate the Indemnification Agreement, which left reported operating cash flow negative at $1.57 billion for the quarter, and it issued an updated full-year 2025 outlook.
Q3 2025 net revenue $1.86 billion, up 2%; Adjusted EBITDA $229 million, up 21% from $190 million
Diluted EPS $0.85 vs $0.07 in Q3 2024; Adjusted EPS $0.89 vs $0.59
Reported operating cash used was $1.57 billion, including the $1.59 billion Honeywell payment; adjusted cash provided by operations was $19 million
Updated 2025 outlook: net revenue $7.43 billion to $7.47 billion; Adjusted EBITDA $818 million to $832 million; Adjusted EPS $2.57 to $2.67
On August 13, 2025, Resideo made a one-time $1.59 billion cash payment to Honeywell, which terminated the Indemnification and Reimbursement Agreement and eliminated its obligation to make annual payments of up to $140 million through year-end 2043. The company financed part of the payment with $1.225 billion of incremental senior secured term loans, which carry a higher interest rate and add to its debt, so shareholders gain relief from future payments but take on a large cash outlay and more borrowing.
One-time cash payment of $1.59 billion to Honeywell, with the closing occurring on August 13, 2025.
Annual payments of up to $140 million through year-end 2043 eliminated.
$1.225 billion in incremental senior secured term loans maturing August 13, 2032, at Term SOFR plus 2.00%.
Interest rate on existing term B tranches raised from Term SOFR plus 1.75% to Term SOFR plus 2.00%; leverage covenant temporarily raised to 4.00 to 1.00 for the September 30 and December 31, 2025 test periods.
Resideo reported second quarter 2025 net revenue of $1.94 billion, up 22% from a year earlier, and adjusted EBITDA of $210 million, up 20%. The company also posted a net loss of $825 million, driven by an $882 million expense tied to its agreement with Honeywell to terminate the Indemnification Agreement, and raised its full-year 2025 outlook. Shareholders will see both the strong operating results and the large one-time charge, with a further one-time payment to Honeywell of $1.59 billion due in the third quarter upon closing.
Net revenue was $1,943 million, up 22% from $1,589 million; adjusted EBITDA was $210 million, up 20% from $175 million.
GAAP diluted loss per share was $(5.59), compared with $0.19 a year earlier; adjusted EPS was $0.66, compared with $0.62.
The net loss reflects an $882 million expense tied to the Honeywell agreement; a $1.59 billion one-time cash payment to Honeywell is due in the third quarter of 2025 upon closing.
The company raised its 2025 outlook, with full-year net revenue now $7,450 million to $7,550 million and adjusted EBITDA of $845 million to $885 million.
On July 30, 2025, Resideo agreed to make a one-time $1.59 billion payment to Honeywell at closing, which is expected no later than August 29, 2025. The payment would terminate the 2018 Indemnification and Reimbursement Agreement and eliminate annual payments of up to $140 million through 2043, funded by about $400 million of cash on hand and new debt. The company also expects second-quarter 2025 results to be above the high end of its May outlook and announced a planned spin-off of its ADI Global Distribution business.
One-time payment of $1.59 billion to Honeywell at closing, expected by August 29, 2025; a $35 million scheduled payment was made on July 29, 2025.
Funding includes about $400 million of cash on hand and a new senior secured term loan of up to $1.225 billion committed by JPMorgan Chase Bank and Wells Fargo.
Resideo expects Q2 2025 net revenue, Non-GAAP Adjusted EBITDA and Non-GAAP Adjusted EPS above the high end of the May 6, 2025 outlook ranges; results due August 5, 2025.
Planned tax-free spin-off of ADI Global Distribution is expected to be completed in the second half of 2026; a $100 million fee applies if the agreement ends without debt financing.
Resideo appointed Jeffrey Kutz as Senior Vice President and Chief Accounting Officer effective July 21, 2025, taking over the principal accounting officer role previously held by CFO Michael Carlet. The filing sets out his pay package, including a $425,000 base salary and a $650,000 sign-on restricted stock unit award, which is routine for an executive hire and does not signal a change in the company's financial results.
Jeffrey Kutz appointed SVP and Chief Accounting Officer effective July 21, 2025, announced in filing dated July 22, 2025
Initial base salary of $425,000 with a target annual incentive of 50% of base salary
Sign-on restricted stock unit award valued at $650,000 vesting in thirds over three years, plus a $120,000 cash sign-on bonus
Previously served as Vice President, Chief Accounting Officer at Quaker Chemical Corporation since January 2024
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