Resideo Technologies, Inc.
One of the world's largest makers of home comfort and safety gear, spun off from Honeywell in 2018. Under the Honeywell Home and First Alert brands it sells thermostats, HVAC controls, and smoke and carbon monoxide alarms used by homeowners and professional contractors. Its name comes from the Latin "residere," meaning "to dwell" or "to remain" — a nod to the home. First Alert's roots trace to BRK Electronics, founded in 1958, which made some of the first residential smoke alarms.
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 30, 2025, the Issuer announced its intention to separate its global specialty distributor segment from the Issuer into a new publicly traded company named ADI Global Distribution Inc. ("ADI") through a spin-off to its shareholders (the "ADI Spin-Off"). On August 3, 2026, to consummate the ADI Spin-Off, the Issuer distributed 100% of the outstanding shares of ADI's common stock to the Issuer's common stockholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. On July 31, 2026, in connection with the ADI Spin-Off, CD&R Holdings entered into an exchange agreement (the "Exchange Agreement") with the Issuer providing for the exchange (the "Exchange") by CD&R Holdings of 149,550 shares of the Preferred Stock held by CD&R Holdings for 149,550 shares of ADI preferred stock. After giving effect to the Exchange, CD&R Holdings will retain all right, title and interest in and to the remaining 348,950 shares of the Preferred Stock, under the terms of an amended and restated certificate of designations (the "Amended Certificate of Designations") filed by the Issuer with the Secretary of State of the State of Delaware. The Amended Certificate of Designations will, among other things, (i) adjust the initial conversion price of the Preferred Stock from $26.92 to $18.844 and (ii) modify the Issuer's right to optionally redeem or convert the Preferred Stock such that this right is only exercisable after the termination or expiration of the lock-up restrictions under the terms of the amended Investment Agreement. Additionally, concurrently with the Exchange, certain of the Reporting Persons will enter into an amendment to the Registration Rights Agreement (the "Registration Rights Agreement Amendment") and a second amendment to the Investment Agreement (the "Investment Agreement Amendment"). The Investment Agreement Amendment, among other things, (i) joins CD&R Holdings II (together with CD&R Holdings, the "CD&R Stockholders") to the Investment Agreement, (ii) extends the lock-up period applicable to the CD&R Stockholders to August 3, 2028, subject to certain exceptions described therein and (iii) expands the shares covered by the lock-up to cover any shares of Common Stock owned by the CD&R Stockholders as of immediately following the consummation of the ADI Spin-Off (in addition to the shares of Preferred Stock originally issued to CD&R Holdings as part of CD&R Holding's initial investment in the Issuer pursuant to the terms of the Investment Agreement and any shares of Common Stock issued upon the conversion of such shares of Preferred Stock). The Registration Rights Agreement Amendment, among other things, (i) joins CD&R Holdings II to the Registration Rights Agreement and (ii) adds an obligation for the Issuer to register any Registrable Securities (as defined in the Registration Rights Agreement) acquired by the CD&R Stockholders after the initial filing of a registration statement pursuant to the Registration Rights Agreement for resale on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended. In connection with the ADI Spin-Off, Mr. Sleeper resigned from the Board, effective upon the ADI Spin-Off. To fill the vacancy created by Mr. Sleeper's resignation and pursuant to the Investment Agreement and the Certificate of Designations (each, as described in Item 6 of the Schedule 13D), CD&R Holdings has designated Andrew Campelli, a partner of CD&R, to fill the vacancy created by Mr. Sleeper's resignation. The foregoing descriptions of the Exchange Agreement, the Amended Certificate of Designations, the Investment Agreement Amendment and the Registration Rights Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are filed as Exhibit 99.12, 99.13, 99.14 and 99.15, respectively, hereto and are incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 30, 2025, the Issuer announced its intention to separate its global specialty distributor segment from the Issuer into a new publicly traded company named ADI Global Distribution Inc. ("ADI") through a spin-off to its shareholders (the "ADI Spin-Off"). On August 3, 2026, to consummate the ADI Spin-Off, the Issuer distributed 100% of the outstanding shares of ADI's common stock to the Issuer's common stockholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. On July 31, 2026, in connection with the ADI Spin-Off, CD&R Holdings entered into an exchange agreement (the "Exchange Agreement") with the Issuer providing for the exchange (the "Exchange") by CD&R Holdings of 149,550 shares of the Preferred Stock held by CD&R Holdings for 149,550 shares of ADI preferred stock. After giving effect to the Exchange, CD&R Holdings will retain all right, title and interest in and to the remaining 348,950 shares of the Preferred Stock, under the terms of an amended and restated certificate of designations (the "Amended Certificate of Designations") filed by the Issuer with the Secretary of State of the State of Delaware. The Amended Certificate of Designations will, among other things, (i) adjust the initial conversion price of the Preferred Stock from $26.92 to $18.844 and (ii) modify the Issuer's right to optionally redeem or convert the Preferred Stock such that this right is only exercisable after the termination or expiration of the lock-up restrictions under the terms of the amended Investment Agreement. Additionally, concurrently with the Exchange, certain of the Reporting Persons will enter into an amendment to the Registration Rights Agreement (the "Registration Rights Agreement Amendment") and a second amendment to the Investment Agreement (the "Investment Agreement Amendment"). The Investment Agreement Amendment, among other things, (i) joins CD&R Holdings II (together with CD&R Holdings, the "CD&R Stockholders") to the Investment Agreement, (ii) extends the lock-up period applicable to the CD&R Stockholders to August 3, 2028, subject to certain exceptions described therein and (iii) expands the shares covered by the lock-up to cover any shares of Common Stock owned by the CD&R Stockholders as of immediately following the consummation of the ADI Spin-Off (in addition to the shares of Preferred Stock originally issued to CD&R Holdings as part of CD&R Holding's initial investment in the Issuer pursuant to the terms of the Investment Agreement and any shares of Common Stock issued upon the conversion of such shares of Preferred Stock). The Registration Rights Agreement Amendment, among other things, (i) joins CD&R Holdings II to the Registration Rights Agreement and (ii) adds an obligation for the Issuer to register any Registrable Securities (as defined in the Registration Rights Agreement) acquired by the CD&R Stockholders after the initial filing of a registration statement pursuant to the Registration Rights Agreement for resale on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended. In connection with the ADI Spin-Off, Mr. Sleeper resigned from the Board, effective upon the ADI Spin-Off. To fill the vacancy created by Mr. Sleeper's resignation and pursuant to the Investment Agreement and the Certificate of Designations (each, as described in Item 6 of the Schedule 13D), CD&R Holdings has designated Andrew Campelli, a partner of CD&R, to fill the vacancy created by Mr. Sleeper's resignation. The foregoing descriptions of the Exchange Agreement, the Amended Certificate of Designations, the Investment Agreement Amendment and the Registration Rights Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are filed as Exhibit 99.12, 99.13, 99.14 and 99.15, respectively, hereto and are incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 30, 2025, the Issuer announced its intention to separate its global specialty distributor segment from the Issuer into a new publicly traded company named ADI Global Distribution Inc. ("ADI") through a spin-off to its shareholders (the "ADI Spin-Off"). On August 3, 2026, to consummate the ADI Spin-Off, the Issuer distributed 100% of the outstanding shares of ADI's common stock to the Issuer's common stockholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. On July 31, 2026, in connection with the ADI Spin-Off, CD&R Holdings entered into an exchange agreement (the "Exchange Agreement") with the Issuer providing for the exchange (the "Exchange") by CD&R Holdings of 149,550 shares of the Preferred Stock held by CD&R Holdings for 149,550 shares of ADI preferred stock. After giving effect to the Exchange, CD&R Holdings will retain all right, title and interest in and to the remaining 348,950 shares of the Preferred Stock, under the terms of an amended and restated certificate of designations (the "Amended Certificate of Designations") filed by the Issuer with the Secretary of State of the State of Delaware. The Amended Certificate of Designations will, among other things, (i) adjust the initial conversion price of the Preferred Stock from $26.92 to $18.844 and (ii) modify the Issuer's right to optionally redeem or convert the Preferred Stock such that this right is only exercisable after the termination or expiration of the lock-up restrictions under the terms of the amended Investment Agreement. Additionally, concurrently with the Exchange, certain of the Reporting Persons will enter into an amendment to the Registration Rights Agreement (the "Registration Rights Agreement Amendment") and a second amendment to the Investment Agreement (the "Investment Agreement Amendment"). The Investment Agreement Amendment, among other things, (i) joins CD&R Holdings II (together with CD&R Holdings, the "CD&R Stockholders") to the Investment Agreement, (ii) extends the lock-up period applicable to the CD&R Stockholders to August 3, 2028, subject to certain exceptions described therein and (iii) expands the shares covered by the lock-up to cover any shares of Common Stock owned by the CD&R Stockholders as of immediately following the consummation of the ADI Spin-Off (in addition to the shares of Preferred Stock originally issued to CD&R Holdings as part of CD&R Holding's initial investment in the Issuer pursuant to the terms of the Investment Agreement and any shares of Common Stock issued upon the conversion of such shares of Preferred Stock). The Registration Rights Agreement Amendment, among other things, (i) joins CD&R Holdings II to the Registration Rights Agreement and (ii) adds an obligation for the Issuer to register any Registrable Securities (as defined in the Registration Rights Agreement) acquired by the CD&R Stockholders after the initial filing of a registration statement pursuant to the Registration Rights Agreement for resale on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended. In connection with the ADI Spin-Off, Mr. Sleeper resigned from the Board, effective upon the ADI Spin-Off. To fill the vacancy created by Mr. Sleeper's resignation and pursuant to the Investment Agreement and the Certificate of Designations (each, as described in Item 6 of the Schedule 13D), CD&R Holdings has designated Andrew Campelli, a partner of CD&R, to fill the vacancy created by Mr. Sleeper's resignation. The foregoing descriptions of the Exchange Agreement, the Amended Certificate of Designations, the Investment Agreement Amendment and the Registration Rights Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are filed as Exhibit 99.12, 99.13, 99.14 and 99.15, respectively, hereto and are incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 30, 2025, the Issuer announced its intention to separate its global specialty distributor segment from the Issuer into a new publicly traded company named ADI Global Distribution Inc. ("ADI") through a spin-off to its shareholders (the "ADI Spin-Off"). On August 3, 2026, to consummate the ADI Spin-Off, the Issuer distributed 100% of the outstanding shares of ADI's common stock to the Issuer's common stockholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. On July 31, 2026, in connection with the ADI Spin-Off, CD&R Holdings entered into an exchange agreement (the "Exchange Agreement") with the Issuer providing for the exchange (the "Exchange") by CD&R Holdings of 149,550 shares of the Preferred Stock held by CD&R Holdings for 149,550 shares of ADI preferred stock. After giving effect to the Exchange, CD&R Holdings will retain all right, title and interest in and to the remaining 348,950 shares of the Preferred Stock, under the terms of an amended and restated certificate of designations (the "Amended Certificate of Designations") filed by the Issuer with the Secretary of State of the State of Delaware. The Amended Certificate of Designations will, among other things, (i) adjust the initial conversion price of the Preferred Stock from $26.92 to $18.844 and (ii) modify the Issuer's right to optionally redeem or convert the Preferred Stock such that this right is only exercisable after the termination or expiration of the lock-up restrictions under the terms of the amended Investment Agreement. Additionally, concurrently with the Exchange, certain of the Reporting Persons will enter into an amendment to the Registration Rights Agreement (the "Registration Rights Agreement Amendment") and a second amendment to the Investment Agreement (the "Investment Agreement Amendment"). The Investment Agreement Amendment, among other things, (i) joins CD&R Holdings II (together with CD&R Holdings, the "CD&R Stockholders") to the Investment Agreement, (ii) extends the lock-up period applicable to the CD&R Stockholders to August 3, 2028, subject to certain exceptions described therein and (iii) expands the shares covered by the lock-up to cover any shares of Common Stock owned by the CD&R Stockholders as of immediately following the consummation of the ADI Spin-Off (in addition to the shares of Preferred Stock originally issued to CD&R Holdings as part of CD&R Holding's initial investment in the Issuer pursuant to the terms of the Investment Agreement and any shares of Common Stock issued upon the conversion of such shares of Preferred Stock). The Registration Rights Agreement Amendment, among other things, (i) joins CD&R Holdings II to the Registration Rights Agreement and (ii) adds an obligation for the Issuer to register any Registrable Securities (as defined in the Registration Rights Agreement) acquired by the CD&R Stockholders after the initial filing of a registration statement pursuant to the Registration Rights Agreement for resale on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended. In connection with the ADI Spin-Off, Mr. Sleeper resigned from the Board, effective upon the ADI Spin-Off. To fill the vacancy created by Mr. Sleeper's resignation and pursuant to the Investment Agreement and the Certificate of Designations (each, as described in Item 6 of the Schedule 13D), CD&R Holdings has designated Andrew Campelli, a partner of CD&R, to fill the vacancy created by Mr. Sleeper's resignation. The foregoing descriptions of the Exchange Agreement, the Amended Certificate of Designations, the Investment Agreement Amendment and the Registration Rights Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are filed as Exhibit 99.12, 99.13, 99.14 and 99.15, respectively, hereto and are incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| FMR LLC | 13GPassive | 7.7% | 11.65M | Aug 6, 2026 |
| Abigail P. Johnson | 13GPassive | 7.7% | 11.65M | Aug 6, 2026 |
| CD&R Channel Holdings II, L.P. | 13D/AActivist | 19.7% | 33.48M | Aug 4, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 30, 2025, the Issuer announced its intention to separate its global specialty distributor segment from the Issuer into a new publicly traded company named ADI Global Distribution Inc. ("ADI") through a spin-off to its shareholders (the "ADI Spin-Off"). On August 3, 2026, to consummate the ADI Spin-Off, the Issuer distributed 100% of the outstanding shares of ADI's common stock to the Issuer's common stockholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. On July 31, 2026, in connection with the ADI Spin-Off, CD&R Holdings entered into an exchange agreement (the "Exchange Agreement") with the Issuer providing for the exchange (the "Exchange") by CD&R Holdings of 149,550 shares of the Preferred Stock held by CD&R Holdings for 149,550 shares of ADI preferred stock. After giving effect to the Exchange, CD&R Holdings will retain all right, title and interest in and to the remaining 348,950 shares of the Preferred Stock, under the terms of an amended and restated certificate of designations (the "Amended Certificate of Designations") filed by the Issuer with the Secretary of State of the State of Delaware. The Amended Certificate of Designations will, among other things, (i) adjust the initial conversion price of the Preferred Stock from $26.92 to $18.844 and (ii) modify the Issuer's right to optionally redeem or convert the Preferred Stock such that this right is only exercisable after the termination or expiration of the lock-up restrictions under the terms of the amended Investment Agreement. Additionally, concurrently with the Exchange, certain of the Reporting Persons will enter into an amendment to the Registration Rights Agreement (the "Registration Rights Agreement Amendment") and a second amendment to the Investment Agreement (the "Investment Agreement Amendment"). The Investment Agreement Amendment, among other things, (i) joins CD&R Holdings II (together with CD&R Holdings, the "CD&R Stockholders") to the Investment Agreement, (ii) extends the lock-up period applicable to the CD&R Stockholders to August 3, 2028, subject to certain exceptions described therein and (iii) expands the shares covered by the lock-up to cover any shares of Common Stock owned by the CD&R Stockholders as of immediately following the consummation of the ADI Spin-Off (in addition to the shares of Preferred Stock originally issued to CD&R Holdings as part of CD&R Holding's initial investment in the Issuer pursuant to the terms of the Investment Agreement and any shares of Common Stock issued upon the conversion of such shares of Preferred Stock). The Registration Rights Agreement Amendment, among other things, (i) joins CD&R Holdings II to the Registration Rights Agreement and (ii) adds an obligation for the Issuer to register any Registrable Securities (as defined in the Registration Rights Agreement) acquired by the CD&R Stockholders after the initial filing of a registration statement pursuant to the Registration Rights Agreement for resale on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended. In connection with the ADI Spin-Off, Mr. Sleeper resigned from the Board, effective upon the ADI Spin-Off. To fill the vacancy created by Mr. Sleeper's resignation and pursuant to the Investment Agreement and the Certificate of Designations (each, as described in Item 6 of the Schedule 13D), CD&R Holdings has designated Andrew Campelli, a partner of CD&R, to fill the vacancy created by Mr. Sleeper's resignation. The foregoing descriptions of the Exchange Agreement, the Amended Certificate of Designations, the Investment Agreement Amendment and the Registration Rights Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are filed as Exhibit 99.12, 99.13, 99.14 and 99.15, respectively, hereto and are incorporated herein by reference. | ||||
| CD&R Investment Associates XII, Ltd. | 13D/AActivist | 19.7% | 33.48M | Aug 4, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 30, 2025, the Issuer announced its intention to separate its global specialty distributor segment from the Issuer into a new publicly traded company named ADI Global Distribution Inc. ("ADI") through a spin-off to its shareholders (the "ADI Spin-Off"). On August 3, 2026, to consummate the ADI Spin-Off, the Issuer distributed 100% of the outstanding shares of ADI's common stock to the Issuer's common stockholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. On July 31, 2026, in connection with the ADI Spin-Off, CD&R Holdings entered into an exchange agreement (the "Exchange Agreement") with the Issuer providing for the exchange (the "Exchange") by CD&R Holdings of 149,550 shares of the Preferred Stock held by CD&R Holdings for 149,550 shares of ADI preferred stock. After giving effect to the Exchange, CD&R Holdings will retain all right, title and interest in and to the remaining 348,950 shares of the Preferred Stock, under the terms of an amended and restated certificate of designations (the "Amended Certificate of Designations") filed by the Issuer with the Secretary of State of the State of Delaware. The Amended Certificate of Designations will, among other things, (i) adjust the initial conversion price of the Preferred Stock from $26.92 to $18.844 and (ii) modify the Issuer's right to optionally redeem or convert the Preferred Stock such that this right is only exercisable after the termination or expiration of the lock-up restrictions under the terms of the amended Investment Agreement. Additionally, concurrently with the Exchange, certain of the Reporting Persons will enter into an amendment to the Registration Rights Agreement (the "Registration Rights Agreement Amendment") and a second amendment to the Investment Agreement (the "Investment Agreement Amendment"). The Investment Agreement Amendment, among other things, (i) joins CD&R Holdings II (together with CD&R Holdings, the "CD&R Stockholders") to the Investment Agreement, (ii) extends the lock-up period applicable to the CD&R Stockholders to August 3, 2028, subject to certain exceptions described therein and (iii) expands the shares covered by the lock-up to cover any shares of Common Stock owned by the CD&R Stockholders as of immediately following the consummation of the ADI Spin-Off (in addition to the shares of Preferred Stock originally issued to CD&R Holdings as part of CD&R Holding's initial investment in the Issuer pursuant to the terms of the Investment Agreement and any shares of Common Stock issued upon the conversion of such shares of Preferred Stock). The Registration Rights Agreement Amendment, among other things, (i) joins CD&R Holdings II to the Registration Rights Agreement and (ii) adds an obligation for the Issuer to register any Registrable Securities (as defined in the Registration Rights Agreement) acquired by the CD&R Stockholders after the initial filing of a registration statement pursuant to the Registration Rights Agreement for resale on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended. In connection with the ADI Spin-Off, Mr. Sleeper resigned from the Board, effective upon the ADI Spin-Off. To fill the vacancy created by Mr. Sleeper's resignation and pursuant to the Investment Agreement and the Certificate of Designations (each, as described in Item 6 of the Schedule 13D), CD&R Holdings has designated Andrew Campelli, a partner of CD&R, to fill the vacancy created by Mr. Sleeper's resignation. The foregoing descriptions of the Exchange Agreement, the Amended Certificate of Designations, the Investment Agreement Amendment and the Registration Rights Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are filed as Exhibit 99.12, 99.13, 99.14 and 99.15, respectively, hereto and are incorporated herein by reference. | ||||
| CD&R Associates XII, L.P. | 13D/AActivist | 19.7% | 33.48M | Aug 4, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 30, 2025, the Issuer announced its intention to separate its global specialty distributor segment from the Issuer into a new publicly traded company named ADI Global Distribution Inc. ("ADI") through a spin-off to its shareholders (the "ADI Spin-Off"). On August 3, 2026, to consummate the ADI Spin-Off, the Issuer distributed 100% of the outstanding shares of ADI's common stock to the Issuer's common stockholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. On July 31, 2026, in connection with the ADI Spin-Off, CD&R Holdings entered into an exchange agreement (the "Exchange Agreement") with the Issuer providing for the exchange (the "Exchange") by CD&R Holdings of 149,550 shares of the Preferred Stock held by CD&R Holdings for 149,550 shares of ADI preferred stock. After giving effect to the Exchange, CD&R Holdings will retain all right, title and interest in and to the remaining 348,950 shares of the Preferred Stock, under the terms of an amended and restated certificate of designations (the "Amended Certificate of Designations") filed by the Issuer with the Secretary of State of the State of Delaware. The Amended Certificate of Designations will, among other things, (i) adjust the initial conversion price of the Preferred Stock from $26.92 to $18.844 and (ii) modify the Issuer's right to optionally redeem or convert the Preferred Stock such that this right is only exercisable after the termination or expiration of the lock-up restrictions under the terms of the amended Investment Agreement. Additionally, concurrently with the Exchange, certain of the Reporting Persons will enter into an amendment to the Registration Rights Agreement (the "Registration Rights Agreement Amendment") and a second amendment to the Investment Agreement (the "Investment Agreement Amendment"). The Investment Agreement Amendment, among other things, (i) joins CD&R Holdings II (together with CD&R Holdings, the "CD&R Stockholders") to the Investment Agreement, (ii) extends the lock-up period applicable to the CD&R Stockholders to August 3, 2028, subject to certain exceptions described therein and (iii) expands the shares covered by the lock-up to cover any shares of Common Stock owned by the CD&R Stockholders as of immediately following the consummation of the ADI Spin-Off (in addition to the shares of Preferred Stock originally issued to CD&R Holdings as part of CD&R Holding's initial investment in the Issuer pursuant to the terms of the Investment Agreement and any shares of Common Stock issued upon the conversion of such shares of Preferred Stock). The Registration Rights Agreement Amendment, among other things, (i) joins CD&R Holdings II to the Registration Rights Agreement and (ii) adds an obligation for the Issuer to register any Registrable Securities (as defined in the Registration Rights Agreement) acquired by the CD&R Stockholders after the initial filing of a registration statement pursuant to the Registration Rights Agreement for resale on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended. In connection with the ADI Spin-Off, Mr. Sleeper resigned from the Board, effective upon the ADI Spin-Off. To fill the vacancy created by Mr. Sleeper's resignation and pursuant to the Investment Agreement and the Certificate of Designations (each, as described in Item 6 of the Schedule 13D), CD&R Holdings has designated Andrew Campelli, a partner of CD&R, to fill the vacancy created by Mr. Sleeper's resignation. The foregoing descriptions of the Exchange Agreement, the Amended Certificate of Designations, the Investment Agreement Amendment and the Registration Rights Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are filed as Exhibit 99.12, 99.13, 99.14 and 99.15, respectively, hereto and are incorporated herein by reference. | ||||
| CD&R Channel Holdings, L.P. | 13D/AActivist | 10.9% | 18.52M | Aug 4, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 30, 2025, the Issuer announced its intention to separate its global specialty distributor segment from the Issuer into a new publicly traded company named ADI Global Distribution Inc. ("ADI") through a spin-off to its shareholders (the "ADI Spin-Off"). On August 3, 2026, to consummate the ADI Spin-Off, the Issuer distributed 100% of the outstanding shares of ADI's common stock to the Issuer's common stockholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. On July 31, 2026, in connection with the ADI Spin-Off, CD&R Holdings entered into an exchange agreement (the "Exchange Agreement") with the Issuer providing for the exchange (the "Exchange") by CD&R Holdings of 149,550 shares of the Preferred Stock held by CD&R Holdings for 149,550 shares of ADI preferred stock. After giving effect to the Exchange, CD&R Holdings will retain all right, title and interest in and to the remaining 348,950 shares of the Preferred Stock, under the terms of an amended and restated certificate of designations (the "Amended Certificate of Designations") filed by the Issuer with the Secretary of State of the State of Delaware. The Amended Certificate of Designations will, among other things, (i) adjust the initial conversion price of the Preferred Stock from $26.92 to $18.844 and (ii) modify the Issuer's right to optionally redeem or convert the Preferred Stock such that this right is only exercisable after the termination or expiration of the lock-up restrictions under the terms of the amended Investment Agreement. Additionally, concurrently with the Exchange, certain of the Reporting Persons will enter into an amendment to the Registration Rights Agreement (the "Registration Rights Agreement Amendment") and a second amendment to the Investment Agreement (the "Investment Agreement Amendment"). The Investment Agreement Amendment, among other things, (i) joins CD&R Holdings II (together with CD&R Holdings, the "CD&R Stockholders") to the Investment Agreement, (ii) extends the lock-up period applicable to the CD&R Stockholders to August 3, 2028, subject to certain exceptions described therein and (iii) expands the shares covered by the lock-up to cover any shares of Common Stock owned by the CD&R Stockholders as of immediately following the consummation of the ADI Spin-Off (in addition to the shares of Preferred Stock originally issued to CD&R Holdings as part of CD&R Holding's initial investment in the Issuer pursuant to the terms of the Investment Agreement and any shares of Common Stock issued upon the conversion of such shares of Preferred Stock). The Registration Rights Agreement Amendment, among other things, (i) joins CD&R Holdings II to the Registration Rights Agreement and (ii) adds an obligation for the Issuer to register any Registrable Securities (as defined in the Registration Rights Agreement) acquired by the CD&R Stockholders after the initial filing of a registration statement pursuant to the Registration Rights Agreement for resale on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended. In connection with the ADI Spin-Off, Mr. Sleeper resigned from the Board, effective upon the ADI Spin-Off. To fill the vacancy created by Mr. Sleeper's resignation and pursuant to the Investment Agreement and the Certificate of Designations (each, as described in Item 6 of the Schedule 13D), CD&R Holdings has designated Andrew Campelli, a partner of CD&R, to fill the vacancy created by Mr. Sleeper's resignation. The foregoing descriptions of the Exchange Agreement, the Amended Certificate of Designations, the Investment Agreement Amendment and the Registration Rights Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are filed as Exhibit 99.12, 99.13, 99.14 and 99.15, respectively, hereto and are incorporated herein by reference. | ||||
| Vanguard Portfolio Management | 13GPassive | 5.01% | 7.58M | Apr 29, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| Ariel Investments, LLC | 13G/APassive | 4.5% | 6.70M | Nov 14, 2025 |
| Fuller & Thaler Asset Management, Inc. | 13G/APassive | 4.23% | 6.29M | Nov 14, 2025 |