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What changed in RESIDEO TECHNOLOGIES, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RESIDEO TECHNOLOGIES, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+266 added−252 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-20)

Top changes in RESIDEO TECHNOLOGIES, INC.'s 2025 10-K

266 paragraphs added · 252 removed · 183 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

33 edited+9 added−12 removed23 unchanged
Biggest changeOur model includes (1) attract, develop, and retain a diverse workforce, (2) foster a winning culture, and (3) be identified as a company of choice by our customers and the communities we serve. We continue to assess the needs of the business and identify diverse organizations to partner with that promote a pipeline of diverse talent.
Biggest changeTalent Acquisition, Management, and Development : We have a robust recruiting model to attract all levels of talent across the regions where we operate. Our model includes (1) attract, develop, and retain an inclusive workforce, (2) foster a winning culture, and (3) be identified as a company of choice by our customers and the communities we serve.
Products and Solutions : Our products and solutions for comfort, energy management, safety, and security benefit from trusted, well-established branded offerings such as Honeywell Home, First Alert, Resideo, Braukmann, BRK, and others.
Products and Solutions : Our products and solutions for comfort, energy management, safety, and security benefit from trusted, well-established branded offerings such as Braukmann, BRK, First Alert, Honeywell Home, Resideo, and others.
Major activities and competencies in our manufacturing operations include PCB assembly, injection molding, surface mount technologies, automatic and manual assembly and test, electrotechnical assembly and test, die casting and machining, calibration, and final test. We source raw materials and commodities, electronic components and assemblies, and mechanical components, and assemblies from a wide range of third-party suppliers worldwide.
Major activities and competencies in our manufacturing operations include PCB assembly, injection molding, surface mount technologies, automatic and manual assembly and test, electrotechnical assembly and test, die casting and machining, calibration, and final test. We source raw materials and commodities, electronic components and assemblies, mechanical components, and assemblies from a wide range of third-party suppliers worldwide.
We also have a significant trademark license with Honeywell in connection with our use of the Honeywell Home trademark as well as certain intellectual property licensed by Honeywell to us in connection with the Spin-Off. For a more detailed description of the various intellectual property rights and relationships that affect our business, refer to Item 1A. Risk Factors .
We also have a significant trademark license with Honeywell in connection with our use of the Honeywell Home trademark as well as certain intellectual property licensed by Honeywell to us in connection with the Honeywell Spin-Off. For a more detailed description of the various intellectual property rights and relationships that affect our business, refer to Item 1A. Risk Factors .
Competition Our industries and markets are highly competitive in both our Products and Solutions and ADI Global Distribution business segments, where we compete with global, national, regional, and local providers for our products, services and solutions, including manufacturers, distributors, service providers, retailers, and online commerce providers, as well as newer entrants to the market with non-traditional business and customer service models or disruptive technologies and products, including cable, telecommunications, and large technology companies competing in the connected home space as well as smaller market entrants that offer control capabilities among their products, applications, and services and have ongoing development efforts to address the broader connected home market.
Competition Our industries and markets are highly competitive in both our Products and Solutions and ADI Global Distribution business segments, where we compete with global, national, regional, and local providers for our products, services and solutions, including manufacturers, distributors, service providers, retailers, and online commerce providers, as well as newer entrants to the market with non-traditional business and customer service models or disruptive technologies and products, including cable, telecommunications, and technology companies competing in the connected home space as well as smaller market entrants that offer control capabilities among their products, applications, and services and have ongoing development efforts to address the broader connected home market.
It is management’s opinion that the amount of any future capital expenditures related to compliance with any individual regulation or grouping of related regulations will not have a material adverse effect on our financial results or competitive position in any one year. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements.
It is management’s opinion that the amount of any future capital expenditures related to compliance with any individual regulation or grouping of related regulations will not have a material adverse effect on our financial results or competitive position in any one year. Refer to Note 15. Commitments and Contingencies of the Notes to Consolidated Financial Statements.
The Company’s News Page (https://www.Resideo.com/news) The Company’s Facebook Page (www.facebook.com/Resideo) The Company’s X Feed (https://www.X.com/Resideo) The Company’s LinkedIn Feed (https://www.linkedin.com/company/Resideo1/) References to our website and other social media channels are made as inactive textual references and information contained on them is not incorporated by reference into this Form 10-K.
The Company’s News Page (www.Resideo.com/news) The Company’s Facebook Page (www.facebook.com/Resideo) The Company’s X Feed (www.X.com/Resideo) The Company’s LinkedIn Feed (www.linkedin.com/company/Resideo1/) References to our website and other social media channels are made as inactive textual references and information contained on them is not incorporated by reference into this Form 10-K.
Description of Business We are a leading global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use, and smart living.
Description of Business We are a global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use, and smart living.
Our deep domain expertise, proprietary technology and brands are protected by a combination of patents, trademarks, copyrights, trade secrets, non-disclosure agreements and contractual provisions. We own approximately 2,900 worldwide active patents and pending patent applications to protect our research and development investments in new products and services.
Our deep domain expertise, proprietary technology and brands are protected by a combination of patents, trademarks, copyrights, trade secrets, non-disclosure agreements and contractual provisions. We own over 2,900 worldwide active patents and pending patent applications to protect our research and development investments in new products and services.
As of December 31, 2024, we have recorded a liability for environmental investigation and remediation of approximately $22 million related to sites owned and operated by Resideo. Regulatory and environmental considerations are a part of all significant capital expenditure decisions; however, expenditures in 2024 related solely to regulatory compliance were not material.
As of December 31, 2025, we have recorded a liability for environmental investigation and remediation of approximately $22 million related to sites owned and operated by Resideo. Regulatory and environmental considerations are a part of all significant capital expenditure decisions; however, expenditures in 2025 related solely to regulatory compliance were not material.
Culture : In 2024, we continued to reinforce our four Core Values: • Start with the Customer: We understand our customers’ needs and pride ourselves on delivering exceptional experiences; • Act as One Team: We work together toward common goals, engaging from a place of humility and respect; • Pioneer the Future: We embrace change, boldly step into the unknown, and relentlessly foster innovation to fuel our growth; and 5 Table of Contents Resideo Technologies, Inc. • Make a Difference: We care about the long-lasting, positive impact we make on each other, our customers, our communities, and the planet.
Culture : We continue to reinforce our four Core Values: • Start with the Customer: We understand our customers’ needs and pride ourselves on delivering exceptional experiences; • Act as One Team: We work together toward common goals, engaging from a place of humility and respect; • Pioneer the Future: We embrace change, boldly step into the unknown, and relentlessly foster innovation to fuel our growth; and • Make a Difference: We care about the long-lasting, positive impact we make on each other, our customers, our communities, and the planet. 5 Table of Contents Resideo Technologies, Inc.
We believe the increased desire for critical comfort, energy management, and actionable safety and security solutions in residential and commercial spaces, combined with the long-term impacts of energy transitions, are driving investment in the types of products and solutions we provide.
We believe the increased desire for critical and cost-effective comfort, energy management, and actionable safety and security solutions in residential and commercial spaces, combined with the long-term impacts of energy transitions, are driving investment in the types of products and solutions we provide.
The effects of climate change, such as extreme weather conditions and events and water scarcity, may exacerbate fluctuations in typical weather patterns, creating financial risks to our business. In addition, the dynamic global and macro-economic conditions and regulatory changes may further disrupt these seasonal patterns.
The effects of climate change, such as extreme weather conditions and events and water scarcity, may exacerbate fluctuations in typical weather patterns, creating financial risks to our business. In addition, the dynamic global and macroeconomic conditions and regulatory changes may further disrupt these seasonal patterns.
Health and Safety: In 2024, we reaffirmed our commitment to maintaining a safe and healthy workplace for all employees, advancing toward our goal of full certification across key international standards. We successfully achieved certification at 10 manufacturing locations for ISO 14001:2015 (Environmental Management Systems) and 9 locations for ISO 45001:2018 (Occupational Health and Safety Management Systems).
Health and Safety : In 2025, we reaffirmed our commitment to maintaining a safe and healthy workplace for all employees, advancing toward our goal of full certification across key international standards. We successfully achieved certification at 10 manufacturing locations for ISO 14001:2015 (Environmental Management Systems) and 8 locations for ISO 45001:2018 (Occupational Health and Safety Management Systems).
Our primary focus is on the professional channel where we are a trusted partner to over 100 thousand professional contractors, installers, dealers, and integrators in the HVAC, security, fire, electrical, and home comfort markets (“professionals”).
Our primary focus is on the professional channel where we are a trusted partner to approximately 100 thousand professional contractors, installers, dealers, and integrators in the HVAC, security, fire, electrical, connected home, and home comfort markets (“professionals”).
We are a leader in key product markets including home heating, ventilation, and air conditioning controls, smoke and carbon monoxide detection home safety and fire suppression, and security. Our global footprint serves residential and commercial end-markets.
We are a leading player in key product markets including home heating, ventilation, and air conditioning controls; smoke and carbon monoxide detection home safety and fire suppression; and security. Our global footprint serves residential and commercial end-markets.
Our comprehensive product suite has also allowed us to develop and sustain long-standing partnerships with professionals who have relied on our selection and availability of products and configured solutions to help them succeed.
Our comprehensive product suite has also allowed us to develop and sustain long-standing partnerships with professionals who have relied on our selection and availability of products and configured solutions to help them succeed and grow their businesses.
Through our whole home presence, we are an enabler of home connectivity with over 12.8 million connected customers. Our connected solutions harness data to provide control, visibility, insights, and alerts to the end user.
Through our whole home presence, we are an enabler of home connectivity with over 14 million connected customers. Our connected solutions harness data to provide control, visibility, insights, and alerts to the end user.
We have and will continue to protect our products and technology by asserting our intellectual property rights against third-party infringers. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements.
We have and will continue to protect our products and technology by asserting our intellectual property rights against third-party infringers. Refer to Note 15. Commitments and Contingencies of the Notes to Consolidated Financial Statements.
Item 1. Business General As used herein, unless the context otherwise dictates, the term “Resideo”, the “Company”, “we”, “us”, or “our” means Resideo Technologies, Inc. and its consolidated subsidiaries. Our common stock began trading under the ticker symbol “REZI” on the New York Stock Exchange (“NYSE”) on October 29, 2018.
Item 1. Business. General As used herein, unless the context otherwise dictates, the term “Resideo”, the “Company”, “we”, “us”, or “our” means Resideo Technologies, Inc. and its consolidated subsidiaries. Our common stock began trading under the ticker symbol “REZI” on the New York Stock Exchange (“NYSE”) on October 29, 2018. We separated from Honeywell International Inc.
In addition, our laboratories are certified to meet various industry standards, such as Federal Communications Commission and Underwriters Laboratories, enabling us to test and certify products internally. As of December 31, 2024, we employed approximately 1,200 engineers.
In addition, our laboratories are certified to meet various industry standards, such as Federal Communications Commission and Underwriters Laboratories, enabling us to test and certify products internally. As of December 31, 2025, we employed approximately 1,400 engineers.
We conduct three performance review discussions throughout the year and refer to them as the “Pulse.” In 2024, we introduced performance ratings as part of the final “Pulse” conversation. The purpose of the rating is to drive accountability, strengthen our succession planning process and establish “pay-for-performance” standards.
We conduct three performance review discussions throughout the year and refer to them as the “Pulse.” We continue to leverage performance ratings as part of the final “Pulse” conversation. The purpose of the rating is to drive accountability, strengthen our succession planning process and establish “pay-for-performance” standards.
Our business may also be affected by changes in governmental regulation of energy efficiency and conservation standards and product safety regulations. These and other laws and regulations impact the 4 Table of Contents Resideo Technologies, Inc. manner in which we conduct our business, and changes in legislation or government policies can affect our worldwide operations, both favorably and unfavorably.
Our business may also be affected by changes in governmental regulation of energy efficiency and conservation standards and product safety regulations. These and other laws and regulations impact the manner in which we conduct our business, and changes in legislation or government policies can affect our worldwide operations, both favorably and unfavorably.
We make capital expenditures to design, maintain, and upgrade our products to comply with or exceed standards applicable to the industries in which they compete. Our ongoing environmental compliance programs also result in capital expenditures.
We make capital expenditures to design, maintain, and upgrade our products to 4 Table of Contents Resideo Technologies, Inc. comply with or exceed standards applicable to the industries in which they compete. Our ongoing environmental compliance programs also result in capital expenditures.
Our global Total Case Incident Rate (TCIR), which tracks the number of occupational injuries and illnesses per 100 employees, was 0.24 at the close of 2024. This reflects our continued focus on proactive safety measures. We monitor our health and safety performance through a balanced scorecard of key performance indicators (KPIs), encompassing both reactive incident management and proactive safety measures.
Our global Total Case Incident Rate (“TCIR”), which tracks the number of occupational injuries and illnesses per 100 employees, was 0.26 for 2025. This reflects our continued focus on proactive safety measures. We monitor our health and safety performance through a balanced scorecard of key performance indicators (“KPIs”), encompassing both reactive incident management and proactive safety measures.
Human Capital As of December 31, 2024, we employed approximately 14,600 employees in 36 countries, of which about 4,100 employees were located in the U.S. and 6,500 in Mexico. Approximately 2% of Resideo’s U.S. employees and 8% non-U.S. employees are covered under collective bargaining agreements. We believe relations with our workforce are good.
Human Capital As of December 31, 2025, we employed approximately 14,800 employees in 35 countries, of which about 4,100 employees were located in the U.S. and 6,400 in Mexico. Approximately 3% of Resideo’s U.S. employees and 7% non-U.S. employees are covered under collective bargaining agreements. We believe relations with our workforce are good.
We are a Delaware corporation incorporated on April 24, 2018. Our principal executive offices are located at 16100 N. 71st Street Suite 550, Scottsdale, Arizona 85254. Our telephone number is (480) 573-5340. Our website address is www.Resideo.com.
Our principal executive offices are located at 16100 N. 71st Street Suite 550, Scottsdale, Arizona 85254. Our telephone number is (480) 573-5340. Our website address is www.Resideo.com.
Raw material price fluctuations, the ability of key suppliers to meet quality and delivery requirements, and catastrophic events can increase the cost and affect the supply of our products and services and impact our ability to meet commitments to customers.
Both our third-party and exclusive brand suppliers may be impacted by raw material price fluctuations, the ability of key suppliers (or factories) to meet quality and delivery requirements, and catastrophic events can increase the cost and affect the supply of our products and services and impact our ability to meet commitments to customers.
In addition, in this Form 10-K, we incorporate by reference certain information from parts of our Proxy Statement for the 2025 Annual Meeting of Shareholders, which will also be available free of charge on our website. Information contained on, or connected to, our website does not and will not constitute part of this Form 10-K.
In addition, in this Form 10-K, we incorporate by reference certain information from parts of our 2026 Proxy Statement, which will also be available free of charge on our website. Information contained on, or connected to, our website does not and will not constitute part of this Form 10-K. We are a Delaware corporation incorporated on April 24, 2018.
Manufacturing Our Products and Solutions business operates manufacturing and distribution facilities throughout the world, including sites in Mexico, the Czech Republic, Hungary, the United States (“U.S.”), Germany, the United Kingdom, Netherlands, and China.
Tariffs, sanctions, and other barriers to trade could adversely affect our suppliers which could in turn negatively impact our material costs and operations. Manufacturing Our Products and Solutions business operates manufacturing and distribution facilities throughout the world, including sites in Mexico, the Czech Republic, Hungary, the United States (“U.S.”), Germany, the United Kingdom, Netherlands, and China.
ADI Global Distribution and Products and Solutions contributed approximately 62% and 38% of our net revenue, respectively, for the year ended December 31, 2024. We separated from Honeywell International Inc. (“Honeywell”) in 2018, becoming an independent publicly traded company as a result of a pro rata distribution of our common stock to stockholders of Honeywell (“the Spin-Off”).
(“Honeywell”) in 2018, becoming an independent publicly traded company as a result of a pro rata distribution of our common stock to stockholders of Honeywell (the “Honeywell Spin-Off”).
Internally, strategic talent reviews and succession planning occur on an annual basis, globally and across all business areas. In addition, we provide regular trainings to our people managers. Our annual Employee Voice Survey allows each function in our company to better understand engagement across the organization.
We have eliminated degree requirements from the majority of our professional roles to increase the breadth of our applicant talent pool unless required by local legislation. Internally, strategic talent reviews and succession planning occur on an annual basis, globally and across all business areas. In addition, we provide regular trainings to our people managers.
Each sub-organization is tasked with creating an action plan based on feedback received to help increase engagement. In 2024, we continued to support and evolve our six employee resource groups: Women, LGBTQIA+, Black, Latino, Veterans, and People with Differing Abilities.
In 2025, we continued to support and evolve our six employee resource groups which are available to all employees: Women, LGBTQIA+, Black, Latino, Veterans, and People with Differing Abilities.
Removed
In the second quarter of 2024, we expanded the business through the acquisition of Snap One, which has been incorporated into the ADI Global Distribution business segment. The acquisition expands our distribution into and reach with smart-living products, services, and software.
Added
On July 30, 2025, we announced our intention to separate the ADI Global Distribution segment through a tax-free spin-off to our shareholders (the “ADI Spin-Off”). Following the completion of the announced future ADI Spin-Off, the Products and Solutions segment would continue to operate as Resideo and ADI Global Distribution would become an independent public company.
Removed
ADI Global Distribution : Our ADI Global Distribution segment is a leading wholesale distributor of low-voltage products including security, fire, and access control, and participates significantly in the broader related markets of smart home, residential audio-visual, professional audio-visual, power management, networking, data communications, wire and cable, enterprise connectivity, and structured wiring products.
Added
ADI Global Distribution : Our ADI Global Distribution segment is a leading, global specialty distributor of professionally installed low-voltage products, including security and audio-visual (“AV”) solutions, serving commercial and residential markets through an omnichannel go-to-market platform. ADI Global Distribution sells primarily to licensed professional installers, dealers, and integrators.
Removed
In addition, ADI Global Distribution partners with a network of contract manufacturers and joint-development suppliers to produce a full range of proprietary smart-home technology products and solutions under our own exclusive brands. These products may be found in residential and commercial settings and utilize proprietary software platforms such as Control4 and OvrC for project commissioning and remote monitoring.
Added
We offer an expansive list of products from leading suppliers across key specialty low-voltage categories. ADI complements our third-party supplier products with a suite of exclusive brands and services offerings. 3 Table of Contents Resideo Technologies, Inc.
Removed
With over 200 stocking locations in 17 countries (including third-party logistics), ADI Global Distribution distributes more than 500 thousand products from over one thousand manufacturers to a customer base of more than 100 thousand 3 Table of Contents Resideo Technologies, Inc. professionals and is recognized for superior customer service.
Added
We continue to assess the needs of the business and identify inclusive organizations to partner with that promote a pipeline of diverse talent. Our inclusive outreach includes contacting job boards and inclusive partnerships, such as Society of Women Engineers (“SWE”) and Direct Employers Association.
Removed
We believe this global footprint gives us distinct scale and network advantages in our core products over our competitors.
Added
At Resideo, we are committed to employee growth and development and are proud to offer employees a wide range of opportunities. A key offering is LinkedIn Learning, enabling skills development through thousands of courses. In 2025 we introduced a monthly webinar (Empowering For Success) geared toward supporting our professional population with practical ways to support career development.
Removed
Further, we believe our customers derive great value from our omnichannel shopping experience, the expertise of our knowledgeable design and support specialists allowing our customers to better meet the technical and systems requirements of installs, and our support services offerings designed to support our professional installers’ efficiency and profitability.
Added
Our employees also have access to a formal mentor program that connects team members with experienced professionals. Additionally, our quarterly leadership development series (People Leadership Series), offers valuable insights from executive leaders and subject matter experts to reinforce our commitment to informed, inclusive and effective leaders across the organization.
Removed
We continue to expand our third-party and exclusive product offering while bolstering our value-added services including presales system design, proposal and design development solutions, and 24/7 order pick-up.
Added
Our annual Employee Voice Survey allows each function in our Company to better understand engagement across the organization. Each sub-organization is tasked with creating an action plan based on feedback received to help increase engagement. We also hosted our first non-technical company-wide Hackathon to impact the employee experience.
Removed
Talent Acquisition, Management and Development : We have a robust recruiting model to attract all levels of talent across the regions where we operate, and diversity is one of our core components.
Added
Forbes Recognition : In 2025, Resideo was recognized on three of Forbes’ 2026 corporate performance lists, reflecting the strength of our brand, the trust of our customers, and the commitment of our employees. Resideo was named one of America’s Most Trusted Companies, one of America’s Best Companies, and one of America’s Best-in-State Companies for Arizona.
Removed
Our diversity outreach includes contacting various categories of diversity job boards and diverse partnerships, such as Society of Women Engineers (“SWE”) and National Society of Black Engineers (“NSBE”). Additionally, we refreshed our diverse slate guidelines for professional roles requiring that interview slates include female and/or racially/ethnically diverse candidates, except in rare circumstances.
Added
Our ADI Global Distribution business historically experiences some variability in results of operations and capital requirements from quarter to quarter due to the seasonal nature of our end users’ businesses with a minor increase in revenues due to more active residential construction, school spending, and general construction activities during the second and third quarters.
Removed
We also eliminated degree requirements from the majority of our professional roles to increase the breadth of our applicant talent pool unless required by local legislation. In 2024, our average time to fill open roles was 32 days, and we hired approximately 3,600 employees, of which approximately 2,700 were production workers.
Removed
We provide an onboarding offering called Ready, Set, Resideo to help integrate our new hires into our values from the first day on the job. The course provides an overview of our company, our brand promise, and our culture. We received feedback that the course is welcoming, interactive, interesting, and informative.
Removed
In 2024, we made enhancements to provide action group owners a deeper understanding of the scores in their groups across various categories. Our employee Net Promoter Score (“NPS”) was 33, on a scale ranging from -100 to +100 (based on industry standards for employee NPS, any score above 10 is considered good).

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

71 edited+28 added−25 removed150 unchanged
Biggest changeIn addition, our obligations to pay regular dividends to the holders of the Preferred Stock (which we may elect to pay in cash or in-kind) or the exercise of any of our optional redemption rights with respect to the outstanding Preferred Stock could, if paid in cash, impact our liquidity and reduce the amount of cash available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes The CD&R Stockholder holds a significant equity interest in our business and may exercise influence over us, including through its ability to designate up to two directors to our board of directors, and its interests as a preferred equity holder may diverge from, or even conflict with, the interests of our other holders of our common stock The CD&R Stockholder beneficially owns shares of our common stock and Preferred Stock, which, taken together on an as-converted basis, represent approximately 11% of our total voting power based on CD&R’s Schedule 13-D filed November 7, 2024 and total shares outstanding as of February 12, 2025.
Biggest changeIn addition, our obligations to pay regular dividends to the holders of the Preferred Stock (which we may elect to pay in cash or in-kind) or the exercise of any of our optional redemption rights with respect to the outstanding Preferred Stock could, if paid in cash, impact our liquidity and reduce the amount of cash available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes.
Risks related to the Spin-Off, our agreements and our relationships with Honeywell In connection with the Spin-Off, we entered into the Tax Matters Agreement with Honeywell, pursuant to which we are responsible and will indemnify Honeywell for certain taxes, including certain income taxes, sales taxes, VAT, and payroll taxes, relating to the business for all periods, including periods prior to the consummation of the Spin-Off (“Tax Matters Agreement”).
Risks related to the Honeywell Spin-Off, our agreements and our relationships with Honeywell In connection with the Honeywell Spin-Off, we entered into the Tax Matters Agreement with Honeywell, pursuant to which we are responsible and will indemnify Honeywell for certain taxes, including certain income taxes, sales taxes, VAT, and payroll taxes, relating to the business for all periods, including periods prior to the consummation of the Honeywell Spin-Off (“Tax Matters Agreement”).
In addition, we may have material payment obligations to Honeywell under the Tax Matters Agreement, including upon the resolution of pending or future disputes with Honeywell regarding the appropriate allocation of tax liabilities incurred in connection with the Spin-Off.
In addition, we may have material payment obligations to Honeywell under the Tax Matters Agreement, including upon the resolution of pending or future disputes with Honeywell regarding the appropriate allocation of tax liabilities incurred in connection with the Honeywell Spin-Off.
The agreements that we entered into with Honeywell in connection with the Spin-Off may impose significant restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests. As described in more detail in Note 15.
The agreements that we entered into with Honeywell in connection with the Honeywell Spin-Off may impose significant restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests. As described in more detail in Note 15.
In addition, some of our competitors have significant bases of customer adoption in other services and online content, which they could use as a competitive advantage. Large technology companies could exert pricing pressure in the connected/smart home solutions space, resulting in a shift in customer preferences toward the services of these companies and a reduction in our market share.
In addition, some of our competitors have significant bases of customer adoption in other services and online content, which they could use as a competitive advantage. Technology companies could exert pricing pressure in the connected/smart home solutions space, resulting in a shift in customer preferences toward the services of these companies and a reduction in our market share.
We cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs, taxes, or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business.
Further, we cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs, taxes, or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business.
If our goodwill, other intangible assets and long-lived assets become impaired, we may be required to record a significant charge to earnings. We test, at least annually, the carrying value of goodwill for impairment, as discussed in Note 2. Summary of Significant Accounting Policies to Consolidated Financial Statements.
If our goodwill, other intangible assets and long-lived assets become impaired, we may be required to record a significant charge to earnings. We test, at least annually, the carrying value of goodwill for impairment, as discussed in Note 2. Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.
Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. The Spin-Off was generally intended by Honeywell to be a tax-free transaction for our stockholders, but any failure to comply with the relevant tax requirements could result in certain of our stockholders incurring substantial tax liabilities.
Refer to Note 15. Commitments and Contingencies of the Notes to Consolidated Financial Statements. The Honeywell Spin-Off was generally intended by Honeywell to be a tax-free transaction for our stockholders, but any failure to comply with the relevant tax requirements could result in certain of our stockholders incurring substantial tax liabilities.
Commitments and Contingencies to Consolidated Financial Statements, we are subject to potentially material liabilities related to the investigation and cleanup of environmental hazards and to claims of personal injuries or property damages that may arise from hazardous substance releases and exposures.
Commitments and Contingencies of the Notes to Consolidated Financial Statements, we are subject to potentially material liabilities related to the investigation and cleanup of environmental hazards and to claims of personal injuries or property damages that may arise from hazardous substance releases and exposures.
It is possible that competitive pressures resulting from customer or competitor consolidations, including customers taking manufacturing or distribution in house, or purchasing from a manufacturer instead of from ADI Global Distribution, could affect our growth and profit margins.
It is possible that competitive pressures resulting from customer or competitor consolidations, including customers taking manufacturing or distribution in house, or purchasing directly from a manufacturer instead of from ADI Global Distribution, could affect our growth and profit margins.
Some of our competitors, including large technology companies, may also be able to deliver their service solutions more quickly to market than we can by capitalizing on technology developed in connection with their substantial existing service models.
Some of our competitors, including technology companies, may also be able to deliver their service solutions more quickly to market than we can by capitalizing on technology developed in connection with their substantial existing service models.
Uncertainty in the development, deployment, and use of artificial intelligence (“AI”) in our products and services, as well as our business more broadly, could adversely affect our business and reputation. Resideo uses AI technologies both in the operation of our business and in the products and solutions we develop.
Uncertainty in the development, deployment, and use of artificial intelligence (“AI”) in our products and services, as well as our business more broadly, could adversely affect our business and reputation. Resideo uses AI both in the operation of our business and in the products and solutions we develop.
Stockholders’ Equity to Consolidated Financial Statements for a description of the material terms of the Preferred Stock, including with respect to conversion rights, voting rights, dividend rights, anti-dilution adjustments and the Company’s optional redemption rights.
Stockholders’ Equity of the Notes to Consolidated Financial Statements for a description of the material terms of the Preferred Stock, including with respect to conversion rights, voting rights, dividend rights, anti-dilution adjustments and the Company’s optional redemption rights.
In addition, the U.S. federal government, as well as other governments including the United Kingdom and European Union, have imposed certain restrictions on the licensing, use and import, and export of certain surveillance, networking, telecommunications, and other equipment manufactured by certain of our suppliers based in China for our ADI Global Distribution business, which may require us to find additional sources of end-user products and result in higher costs.
In addition, the U.S. federal government, and certain states, as well as other foreign governments including the United Kingdom and European Union, have imposed certain restrictions on the licensing, use and import, and export of certain surveillance, networking, telecommunications, and other equipment manufactured by certain of our suppliers based in China for our ADI Global Distribution business, which may require us to find additional sources of end-user products and result in higher costs.
Our ability to keep our business operating is highly dependent on the proper and efficient operation of our and third party data centers, networks, and data backup systems.
Our ability to keep our business operating is highly dependent on the proper and efficient operation of our own and our third-party data centers, networks, and data backup systems.
There were no material impairment expenses taken during the years ended December 31, 2024, 2023, and 2022. We may be required to make significant cash contributions to our defined benefit pension plans. We sponsor defined benefit pension plans under which certain eligible employees will earn pension benefits.
There were no material impairment expenses taken during the years ended December 31, 2025, 2024, and 2023. We may be required to make significant cash contributions to our defined benefit pension plans. We sponsor defined benefit pension plans under which certain eligible employees will earn pension benefits.
If we are required to find alternative sources of supply, qualification of alternative suppliers and the establishment of reliable supplies could result in delays and possible loss of sales, which may have a material adverse effect on our business, results of operations, and financial condition.
If we are required to find alternative sources of supply, qualification of alternative suppliers and the establishment of reliable supplies could result in delays and possible loss of sales, which may have a material adverse effect on our business, results of operations, cash flows, and financial condition.
AI usage in smart home devices can be targeted by bad actors for unauthorized access of devices or corruption of the devices and/or 9 Table of Contents Resideo Technologies, Inc. connected system. Unauthorized access can lead to sophisticated attacks, compromising user safety and privacy.
AI usage in smart 10 Table of Contents Resideo Technologies, Inc. home devices can be targeted by bad actors for unauthorized access of devices or corruption of the devices and/or connected system. Unauthorized access can lead to sophisticated attacks, compromising user safety and privacy.
Further, if a natural disaster occurs in a region from which we derive a significant portion of our revenue, consumers in that region may delay or forego purchases of our products and solutions in the region, which may harm our results of operations for a particular period.
Further, if a natural disaster or other event occurs in a region from which we derive a significant portion of our revenue, consumers in that region may delay or forego purchases of our products and solutions in the region, which may harm our results of operations for a particular period.
We may require additional capital in the future to finance our growth and development, upgrade and improve our manufacturing capabilities, implement further marketing and sales activities, fund ongoing research and development activities, satisfy regulatory and environmental compliance obligations and national approvals requirements, satisfy obligations under the Reimbursement Agreement, fund acquisitions, pay preferred stock dividends to the extent we choose to settle these dividends in cash, and meet general working capital needs.
We may require additional capital in the future to finance our growth and development, upgrade and improve our manufacturing capabilities, implement further marketing and sales activities, fund ongoing research and development activities, satisfy regulatory and environmental compliance obligations and national approvals requirements, fund acquisitions, pay preferred stock dividends to the extent we choose to settle these dividends in cash, and meet general working capital needs.
The most significant competitive factors we face are product and service innovation, reputation of our Company and brands, sales and marketing programs, product performance, warranty, quality of product training and events, product availability, speed and accuracy of delivery, price, customer and technical support, and furnishing of customer credit, with the relative importance of these factors varying among our segments and their respective products and services.
The most significant competitive factors we face are product and service innovation, reputation of our Company and brands, sales and marketing programs, customer relationships, product performance, reliability and warranty, quality and breadth of product training and events, product availability, speed and accuracy of delivery, service and price, customer and technical support, and furnishing of customer credit, with the relative importance of these factors varying among our segments and their respective products and services.
Our international geographic footprint subjects us to many risks including but not limited to: exchange control regulations; wage and price controls; antitrust/competition and environmental regulations; employment regulations; foreign investment laws; monetary and fiscal policies and protectionist measures that may prohibit acquisitions or joint ventures, establish local content requirements, or impact trade volumes; import, export and other trade restrictions (such as embargoes); tariffs; violations by our employees of anti-corruption laws (despite our efforts to mitigate these risks); changes in regulations regarding transactions with state-owned enterprises; nationalization of private enterprises; natural and man 12 Table of Contents Resideo Technologies, Inc. made disasters, hazards and losses; backlash from foreign labor organizations related to our restructuring actions; violence; civil and labor unrest; acts of terrorism; and our ability to hire and maintain qualified staff and maintain the safety of our employees in these regions.
Our international geographic footprint subjects us to many risks including but not limited to: exchange control regulations; wage and price controls; antitrust/competition and environmental regulations; employment regulations; foreign investment laws; monetary and fiscal policies and protectionist measures that may prohibit acquisitions or joint ventures, establish local content requirements, or impact trade volumes; import, export and other trade restrictions (such as embargoes); tariffs; violations by our employees of anti-corruption laws (despite our efforts to mitigate these risks); changes in regulations regarding transactions with state-owned enterprises; nationalization of private enterprises; natural and man- made disasters, hazards and losses; backlash from foreign labor organizations related to our restructuring actions; violence; civil and labor unrest; acts of terrorism; global conflicts; and our ability to hire and maintain qualified staff and maintain the safety of our employees in these regions.
Applicable laws and regulations impose complex, stringent, and costly compliance activities, including but not limited to environmental, health, and safety protection standards and permitting, labeling and other requirements regarding, among other things, electronic and wireless communications, air emissions, wastewater discharges, the use, handling, and disposal of hazardous or toxic materials, remediation of environmental contamination, anti-money-laundering and anti-corruption, 15 Table of Contents Resideo Technologies, Inc. antitrust and competition law concerns, data security, data protection and data privacy, consumer protection and working conditions, and benefits for and compensation of our employees.
Applicable laws and regulations impose complex, stringent, and costly compliance activities, including but not limited to environmental, health, and safety protection standards and permitting, labeling and other requirements regarding, among other things, electronic and wireless communications, air emissions, wastewater discharges, the use, handling, and disposal of hazardous or toxic materials, remediation of environmental contamination, anti-money-laundering and anti-corruption, antitrust and competition law concerns, data security, data protection and data privacy, consumer protection and working conditions, and benefits for and compensation of our employees.
Additionally, certain of the markets in which we operate have adopted increasingly strict requirements concerning personal and non-personal data, privacy, and cybersecurity.
Additionally, certain of the markets in which we operate have adopted increasingly strict requirements concerning personal and non-personal data, privacy, artificial intelligence and cybersecurity.
The proceeds of the issuance were used to partially finance the Snap One transaction. The Preferred Stock is convertible perpetual participating preferred stock of Resideo. Refer to Note 20.
The proceeds of the issuance were used to partially finance the Snap One transaction. The Preferred Stock is convertible perpetual participating preferred stock of Resideo. Refer to Note 16.
The market price of our common stock may be significantly affected by the following factors: actual or anticipated fluctuations in our operating results; changes in financial estimates by securities analysts or our failure to perform in line with such estimates; announcements by us or our competitors of significant technical innovations, acquisitions, divestitures, strategic partnerships, joint ventures, or capital commitments; the loss of, or decrease in sales to, one or more key customers; global macroeconomic conditions; and departures of key personnel.
The market price of our common stock may be significantly affected by the following factors: actual or anticipated fluctuations in our operating results; changes in financial estimates by securities analysts or our failure to perform in line with such estimates; announcements by us or our competitors of significant technical innovations, acquisitions, divestitures, strategic partnerships, joint ventures, or capital commitments; the potential spin-off of the ADI Global Distribution business; the loss of, or decrease in sales to, one or more key customers; global macroeconomic conditions; and departures of key personnel.
In addition, conflicts of interest have arisen in the past and may in the future arise with Honeywell in a number of areas relating to our past and ongoing relationships, including: tax, employee benefit, indemnification, and other matters arising from our separation from Honeywell; intellectual property matters; interpretations of contractual arrangements; and business combinations involving our Company.
In addition, conflicts of interest have arisen in the past and may in the future arise with Honeywell in a number of areas relating to our past and ongoing relationships, including: tax, employee benefit, indemnification, and other matters arising from our separation from Honeywell; intellectual property matters; and interpretations of contractual arrangements.
Our products utilize AI to offer richer insights and more relevant notifications to our customers. For example, our video solutions use AI to identify people, animals, packages, and other objects. The company believes it is necessary to support these capabilities to remain competitive in the smart home marketplace.
Our products utilize AI to offer richer insights and more relevant notifications to our customers. For example, our video solutions use AI to identify people, animals, packages, and other objects. We believe it is necessary to support these capabilities to remain competitive in the smart home marketplace.
We have periodically communicated our strategies, commitments, and targets related to ESG matters through the issuance of an ESG report. Although we are committed to these strategies and targets, we may be unable to achieve them due to impacts on resources, operational costs, regulatory changes, and technological advancements.
We have periodically communicated our strategies, commitments, and targets related to CR matters through the issuance of a CR report. Although we are committed to these strategies and targets, we may be unable to achieve them due to impacts on resources, operational costs, regulatory changes, and technological advancements.
While we maintain reserves for potential liabilities arising under the Tax Matters Agreement, to the extent we are obligated to indemnify Honeywell for tax related liabilities in respect of matters that are not reserved or in excess of reserved amounts, including upon resolution of any dispute with Honeywell, such payments could have a material adverse effect on our business, financial condition, and cash flows.
While we maintain reserves for potential liabilities arising under the Tax Matters Agreement, 17 Table of Contents Resideo Technologies, Inc. to the extent we are obligated to indemnify Honeywell for tax related liabilities in respect of matters that are not reserved or in excess of reserved amounts, including upon resolution of any dispute with Honeywell, such payments could have a material adverse effect on our business, financial condition, and cash flows.
If our offerings do not meet applicable legal and safety standards or our customers’ expectations regarding safety or quality, or if our products are improperly designed, manufactured, packaged, or labeled, or are otherwise alleged to cause harm or injury, we may need to recall those items, experience increased warranty costs or lost 11 Table of Contents Resideo Technologies, Inc. sales, and increased costs and exposure to legal, financial, and reputational risks including litigation and government enforcement action, as well as product liability claims.
If our offerings do not meet applicable legal and safety standards or our customers’ expectations regarding safety or quality, or if our products are improperly designed, manufactured, packaged, or labeled, or are otherwise alleged to cause harm or injury, we may need to recall those items, experience increased warranty costs or lost sales, and increased costs and exposure to legal, financial, and reputational risks including litigation and government enforcement action, as well as product liability claims.
As a result, we have experienced and may in the future be subject to systems interruption, data corruption, data loss, and service and product failures, not only resulting from the failures of our products or services but also from the failures of 13 Table of Contents Resideo Technologies, Inc. third-party service providers, natural disasters, power shortages or terrorist attacks, and cyber or other security threats.
As a result, we have experienced and may in the future be subject to systems interruption, data corruption, data loss, and service and product failures, not only resulting from the failures of our products or services but also from the failures of third-party service providers, natural disasters, power shortages or terrorist attacks, and cyber or other security threats.
Maquiladora status is subject to various restrictions and requirements, including compliance with the terms of the Maquiladora program and other local regulations, which have become stricter in recent years. In addition, if the Mexican government adopts additional adverse changes to the program, including nationalization, our manufacturing costs in Mexico would increase.
Maquiladora status is subject to various restrictions and requirements, including compliance with the terms of the 12 Table of Contents Resideo Technologies, Inc. Maquiladora program and other local regulations, which have become stricter in recent years. In addition, if the Mexican government adopts additional adverse changes to the program, including nationalization, our manufacturing costs in Mexico would increase.
We are subject to the economic, political, regulatory, foreign exchange, and other risks of international operations. Our international revenue represented approximately 23% of our net revenue for the year ended December 31, 2024.
We are subject to the economic, political, regulatory, foreign exchange, and other risks of international operations. Our international revenue represented approximately 22% of our net revenue for the year ended December 31, 2025.
In addition, our Amended and Restated Certificate of Incorporation (“our Certificate”) authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock, which may have preferences over our 18 Table of Contents Resideo Technologies, Inc. common stock with respect to dividends and distributions, as our Board may determine.
In addition, our Amended and Restated Certificate of Incorporation (“our Certificate”) authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock, which may have preferences over our common stock with respect to dividends and distributions, as our Board may determine.
Similarly, regulations to drive higher fuel efficiency and requirements to support varying fuel mix could shift business away from us if we fail to adapt our solutions to address these needs in a timely manner. Addressing stakeholder expectations and regulatory requirements relating to environmental, social and governance (“ESG”) matters requires an investment of time, money, and other resources.
Similarly, regulations to drive higher fuel efficiency and requirements to support varying fuel mix could shift business away from us if we fail to adapt our solutions to address these needs in a timely manner. Addressing stakeholder expectations and regulatory requirements relating to corporate responsibility (“CR”) matters requires an investment of time, money, and other resources.
A significant natural disaster affecting the region could have a material and disproportionate impact on our ability to manufacture our products.
A significant natural disaster or other event affecting the region could have a material and disproportionate impact on our ability to manufacture our products.
However, we may need additional capital resources in the future and if we are unable to obtain sufficient resources for our operating needs, capital expenditures, and other cash requirements for any reason, our business, financial condition, and results of operations could be adversely affected.
However, we may need additional capital resources in the future and if we are unable to obtain 18 Table of Contents Resideo Technologies, Inc. sufficient resources for our operating needs, capital expenditures, and other cash requirements for any reason, our business, financial condition, and results of operations could be adversely affected.
These provisions include: our stockholders are not permitted to act by written consent; advance notice requirements for stockholder nominations and proposals; limitations on the persons who may call special meetings of stockholders and limitations on our ability to enter into business combination transactions. 19 Table of Contents Resideo Technologies, Inc.
These provisions include: our stockholders are not permitted to act by written consent; advance notice requirements for stockholder nominations and proposals; limitations on the persons who may call special meetings of stockholders and limitations on our ability to enter into business combination transactions.
In addition, the provisions of the Trademark Agreement in respect of a change of 17 Table of Contents Resideo Technologies, Inc. control of Resideo or the sale of any interests in any subsidiary of Resideo may impact our ability to enter into transactions that are otherwise in the best interests of our stockholders.
In addition, the provisions of the Trademark Agreement in respect of a change of control of Resideo or the sale of any interests in any subsidiary of Resideo may impact our ability to enter into transactions that are otherwise in the best interests of our stockholders.
We rely on qualified installers and integrators to sell and install many of our products and solutions for end-users and if our solutions are not properly installed they may fail to operate as intended which could adversely impact our reputation and consumer confidence in our products and solutions and otherwise expose us to financial liability and adversely effect our business, results of operations, and financial condition.
We rely on qualified installers and integrators to sell and install many of our products and solutions for end-users and if our solutions are not properly installed they may fail to operate as intended which could adversely impact our reputation and consumer confidence in our products and solutions and otherwise expose us to financial liability and adversely affect our business, results of operations, and financial condition. 11 Table of Contents Resideo Technologies, Inc.
In addition, our ADI Global Distribution business may not be able to acquire from manufacturers or additional supply chains certain product lines that we are interested in adding to our distribution business, and if even we are able to add products, they may not result in sales as expected and may not be profitable to the overall business.
In addition, our ADI Global Distribution business may not be able to acquire from manufacturers or additional supply chains certain product lines that we are interested in adding to our distribution business, and if even we are able to add products, they may not result in sales as expected and may not be profitable to the overall business. 9 Table of Contents Resideo Technologies, Inc.
Consequently, fluctuations in the value of the U.S. dollar compared to other currencies may have a material impact on the value of these items in our Consolidated Financial Statements, even if their value has not changed in their original currency. 20 Table of Contents Resideo Technologies, Inc.
Consequently, fluctuations in the value of the U.S. dollar compared to other currencies may have a material impact on the value of these items in our Consolidated Financial Statements, even if their value has not changed in their original currency.
We have in the past and may in the future be subject to various lawsuits, investigations, or disputes arising out of the conduct of our business, including matters relating to public disclosure and reporting, commercial transactions, government contracts, product liability, prior acquisitions and divestitures, labor and employment matters, employee benefit plans, intellectual property, and environmental, health and safety matters. 16 Table of Contents Resideo Technologies, Inc.
We have in the past and may in the future be subject to various lawsuits, investigations, or disputes arising out of the conduct of our business, including matters relating to public disclosure and reporting, commercial transactions, government contracts, product liability, prior acquisitions and divestitures, compliance with laws, labor and employment matters, employee benefit plans, intellectual property, and environmental, health and safety matters.
With such representation on our board of directors, the CD&R Stockholder has influence over the appointment of management and any action requiring the vote of our board of directors, including significant corporate action such as mergers and sales of substantially all of our assets.
With such representation on our board of directors, the CD&R Stockholder has influence over the appointment of management and 19 Table of Contents Resideo Technologies, Inc. any action requiring the vote of our board of directors, including significant corporate action such as mergers and sales of substantially all of our assets.
Our business, results of operations, financial condition and cash flows have in the past been and could in the future continue to be adversely affected by disruptions in supply from our third-party suppliers and manufacturers, whether due to work stoppages, cyberattacks, component failures, natural disasters, pandemics, economic, political, financial or labor concerns, weather conditions affecting products or shipments or transportation disruptions or other reasons, or if suppliers lack sufficient quality control or if there are significant changes in their financial or business condition or otherwise.
Our business, results of operations, financial condition and cash flows have in the past been and could in the future continue to be adversely affected by the impact of disruptions in our supply chain from third-party suppliers and manufacturers, including our inability to obtain necessary raw materials and product components, production equipment, or replacement parts, whether due to work stoppages, cyberattacks, component failures, natural disasters, pandemics, economic, political, financial or labor concerns, weather conditions affecting products or shipments or transportation disruptions or other reasons, or if suppliers lack sufficient quality control or if there are significant changes in their financial or business condition or otherwise.
Each of our business segments depends on third parties for the supply of certain materials, components, and services for products we manufacture and those manufactured on our behalf, or sold through our ADI Global Distribution business, some of which are supplied by single or limited source suppliers/manufacturers.
Each of our business segments depends on third parties for the supply of product components, production equipment, and replacement parts for products we manufacture and those manufactured on our behalf, or sold through our ADI Global Distribution business, some of which are supplied by single or limited source suppliers/manufacturers.
Unfavorable publicity regarding our privacy practices could injure our reputation, harm our ability to keep existing customers or attract new customers, or otherwise adversely affect our business, assets, revenue, brands, and reputation.
Unfavorable 16 Table of Contents Resideo Technologies, Inc. publicity regarding our privacy practices could injure our reputation, harm our ability to keep existing customers or attract new customers, or otherwise adversely affect our business, assets, revenue, brands, and reputation.
Our tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of our future earnings which could impact the valuation of our deferred tax assets. Changes in tax laws or regulations may adversely impact our provision for income taxes.
Our tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of our future earnings which could impact the valuation of our deferred tax assets. Changes in tax laws or regulations may adversely impact our provision for income taxes. Currency exchange rate fluctuations and financial counterparty risks may adversely affect our results.
In addition, damages, fines and claims arising from such incidents may not be covered by, or may exceed the amount of any insurance available or may not be insurable. Enhanced tariff, import/export restrictions, or other trade barriers may have an adverse impact on global economic conditions.
In addition, damages, fines and claims 13 Table of Contents Resideo Technologies, Inc. arising from such incidents may not be covered by, or may exceed the amount of any insurance available or may not be insurable. Enhanced tariff, import/export restrictions, or other trade barriers may continue to impact global economic conditions.
We believe that we have adequate capital resources to meet our projected operating needs, capital expenditures, and other cash requirements, including payments to Honeywell under the Reimbursement Agreement.
We believe that we have adequate capital resources to meet our projected operating needs, capital expenditures, and other cash requirements.
Our Products and Solutions business' offerings, as well as certain proprietary offerings sold through our ADI Global Distribution business are primarily delivered through networks of professional contractors, installers and integrators, distributors, and original equipment manufacturers (“OEM”), as well as major retailers and online merchants.
Our Products and Solutions business offerings are primarily delivered through networks of professional contractors, installers and integrators, distributors, and original equipment manufacturers (“OEM”), as well as major retailers and online merchants. Our ADI Global Distribution offerings are primarily distributed and delivered through our omni-channel platform to a network of professional contractors, installers, and integrators, as well as select online merchants.
We may need to make pension plan contributions in future periods sufficient to satisfy funding requirements. Item 1B. Unresolved Staff Comments None.
We may need to make pension plan contributions in future periods sufficient to satisfy funding requirements.
We have in the past had inquiries from the U.S. federal government regarding these sales of certain Chinese made products in the U.S., which inquiries could impact our business reputation.
We have in the past had inquiries and claims from the U.S. federal government and a U.S. state court regarding sales of certain Chinese made products in the U.S., which inquiries and litigation could impact our business reputation. On February 20, 2026, the U.S.
Furthermore, investor and other stakeholder expectations relating to ESG matters change and evolve over time. Any failure or perceived failure by us to achieve our strategies or targets or otherwise respond to stakeholder expectations could adversely impact our business and reputation.
Furthermore, investor and other stakeholder expectations relating to CR matters have changed over time. Any failure or perceived failure by us to achieve our strategies or targets or otherwise respond to stakeholder expectations could adversely impact our business and reputation. 14 Table of Contents Resideo Technologies, Inc.
Continuing ownership of Honeywell stock and equity awards could appear to create potential conflicts of interest if our Company and Honeywell face decisions that could have implications for both our Company and Honeywell.
In addition, because of their former positions with Honeywell, certain of our executive officers, own equity interests in Honeywell. Continuing ownership of Honeywell stock and equity awards could appear to create potential conflicts of interest if our Company and Honeywell face decisions that could have implications for both our Company and Honeywell.
Tariffs, sanctions and other barriers to trade could adversely affect the business of our customers and suppliers, which could in turn negatively impact our net revenue and results of operations.
Various modifications to global tariffs, sanctions, and other trade measures have introduced uncertainty in global markets that could adversely affect the business of our customers and suppliers, which could in turn negatively impact our net revenue, cash flows, and results of operations.
The loss of key employees, our inability to attract new qualified employees or adequately train employees, or the delay in hiring key personnel could negatively affect our business, financial condition, results of operations and cash flows. In 2024 our CEO announced his intention to retire from the Company in 2025 and we are currently engaged in succession planning.
The loss of key employees, our inability to attract new qualified employees or adequately train employees, or the delay in hiring key personnel could negatively affect our business, financial condition, results of operations and cash flows.
There can be no guarantee that we will be able to recruit and retain a new CEO who has the necessary skill sets and capabilities required to lead the Company, nor can we guarantee the timeline required for such recruitment.
With our intent to spin our ADI Global Distribution business, there can be no guarantee that we will be able to recruit and retain critical executive talent who have the necessary skill sets and capabilities required to lead the Company, nor can we guarantee the timeline required for such recruitment.
Repeated or prolonged interruptions of service, due to cyber threats or problems with our systems or third-party technologies, such as that experienced globally by virtue of the CrowdStrike outage, whether or not in our control, could have a significant negative impact on our reputation and our ability to sell products and services.
While we have in the past experienced interruptions of service in our enterprise systems, none of these have been material to date. Repeated or prolonged interruptions of service, due to cyber threats or problems with our systems or third-party technologies could have a significant negative impact on our reputation and our ability to sell products and services.
The success of the acquisition will depend on our ability to integrate the business into our ADI Global Distribution segment and also manage these additional risks. We may not be successful in effectively identifying all risks of an acquired business, integrating the acquired business or technology into our existing business, or realizing the benefits expected at acquisition.
We may not be successful in effectively identifying all risks of an acquired business, integrating the acquired business or technology into our existing business, or realizing the benefits expected at acquisition.
Failure to achieve and maintain a high level of product and service quality could damage our reputation with customers and negatively impact our results. Product and service quality issues could result in a negative impact on customer confidence in our Company, our products and our brand image.
Product and service quality issues could result in a negative impact on customer confidence in our Company, our products and our brand image.
In addition, the Trademark Agreement is terminable by Honeywell under certain circumstances, including if we fail to comply with all material obligations, including the payment obligations, set forth in the Reimbursement Agreement.
Commitments and Contingencies of the Notes to Consolidated Financial Statements, the Trademark Agreement is terminable by Honeywell under certain circumstances, including if we fail to comply with all material obligations.
With respect to our ADI Global Distribution business, if retail outlets, including online commerce, increase their participation in wholesale distribution markets, or if buying patterns for our products become more retail or e-commerce based through these outlets than they currently are, our ADI Global Distribution business may not be able to effectively compete, which could have an adverse effect on our business, financial condition, results of operations and cash flows.
With respect to our ADI Global Distribution business, if retail outlets, including online commerce platforms, increase their presence in wholesale distribution markets, or if customers increasingly purchase our products through these channels rather than through us, our ADI Global Distribution business may be unable to compete effectively, which could adversely affect our business, financial condition, results of operations and cash flows.
While we do not have a physical presence in these locations and do not have significant direct exposure to customers and vendors in those countries, we are unable to predict the impact that these actions will have on the global economy or on our financial condition, results of operations, and cash flows as of the date of these financial statements.
Current global conflicts, have created substantial uncertainty in the global economy, including sanctions and penalties imposed on certain countries from several governments. We are unable to predict the impact that these actions will have on the global economy or on our financial condition, results of operations, and cash flows as of the date of these financial statements.
Market and economic conditions may adversely affect the economic conditions of our customers, demand for our products and services, and our results of operations. Our business is affected by the performance of the global new construction and the repair and remodel construction industry.
In particular, our business is affected by the performance of the global new construction and the repair and remodel construction industry. Similarly, the slowing of the housing market may result in reduced demand for the products we manufacture and distribute.
In connection with our recent acquisition of the Snap One business, we are in the process of consolidating and integrating our ADI and Snap One enterprise applications. We may not be able to successfully implement or consolidate all systems without delays related to resource constraints or challenges with the critical implementation process.
We have experienced delays in certain aspects of the implementation of certain ADI Global Distribution enterprise systems; while we have resolved concerns to date related to the system implementation, we may not be able to successfully implement or consolidate all systems without additional challenges with the critical implementation process.
A significant amount of our payment obligations, including pursuant to the Reimbursement Agreement, Tax Matters Agreement, and our debt obligations are denominated in U.S. dollars, which exposes us to foreign exchange risk. Finally, we generate significant amounts of cash outside of the U.S. that are invested with foreign financial counterparties.
Finally, we generate significant amounts 20 Table of Contents Resideo Technologies, Inc. of cash outside of the U.S. that are invested with foreign financial counterparties. These factors expose us to foreign exchange risk.
Refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Approximately 23% of our 2024 net revenue was derived outside the U.S., and we expect sales to non-U.S. customers to continue to represent a similar portion of our consolidated net revenue.
Approximately 22% of our 2025 net revenue was derived outside the U.S., and we expect sales to non-U.S. customers to continue to represent a similar portion of our consolidated net revenue. A significant amount of our payment obligations, including pursuant to the Tax Matters Agreement and our debt obligations are denominated in U.S. dollars.
We and Honeywell also have had and may in the future have disputes under the agreements and related exhibits entered into in connection with the Spin-Off. In addition, because of their former positions with Honeywell, certain of our executive officers, own equity interests in Honeywell.
Our intention to separate the ADI Global Distribution business through a tax-free spin-off to our shareholders does not impact the terms of the Trademark Agreement. We and Honeywell also have had and may in the future have disputes under the agreements and related exhibits entered into in connection with the Honeywell Spin-Off.
The Company continues to assess the overall impact of potential changes as developments occur, consistent with our practice of monitoring all tax law changes. Currency exchange rate fluctuations and financial counterparty risks may adversely affect our results. We are exposed to a variety of market risks, including the effects of changes in currency exchange rates.
We are exposed to a variety of market risks, including the effects of changes in currency exchange rates. Refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .
Removed
For example, we acquired the Snap One business in June 2024 and are integrating this business into our ADI Global Distribution segment. The Snap One business relies on integrators who are certified and trained in the Control4 proprietary smart living solutions to sell and install its solutions.
Added
Weakness in the economy, market trends and other conditions affecting the profitability and financial stability of our customers, our supply chain and our logistics network could negatively impact our sales growth, costs and results of operations. Economic, political and industry trends affect our business environment.
Removed
In addition, these solutions are designed to interoperate with a wide range of third-party products and applications which we do not own or control and which must be supported in order for 10 Table of Contents Resideo Technologies, Inc. our Control4 proprietary solutions to succeed.
Added
These and other industries and markets we serve have demand that is sensitive to the production activity, capital spending and demand for products and services of our customers.
Removed
The Snap One business also relies heavily on suppliers located in China, Taiwan and Southeast Asia for supply of their exclusive brands, increasing our exposure to potential political and trade instability tensions. The Snap One business is subject to many of the same risks that impact our ADI Global Distribution business.
Added
Many of these customers operate in markets that are subject to fluctuations resulting from market uncertainty, trade and tariff policies, costs of goods sold, supply shortages or reduced availability of raw materials, components and finished goods; capacity constraints or delays at suppliers, third-party contract manufacturers, component vendors and other suppliers, ports and logistics hubs, currency exchange rates, interest rate fluctuations, government spending and government shutdowns, economic downturns, recessions, foreign competition, offshoring of production, oil and natural gas prices, information system outages or cyber incidents, geopolitical developments, labor shortages, work stoppages, natural or human induced disasters, extreme weather, disruptions to transportation infrastructure and networks, outbreaks of pandemic disease, inflation, deflation and a variety of other factors beyond our control.
Removed
Geopolitical, social, and economic conditions could result in increased volatility in worldwide financial markets and economies that could harm our sales. Similarly, the slowing of the housing market may result in reduced demand for our products and services.
Added
Certain of these factors have in the past, could in the future, cause customers to idle, delay purchases, reduce production levels or experience reductions in the demand for their own products or services.
Removed
Our markets are sensitive to changes in the regions in which we operate and are also influenced by cyclical factors such as interest rates, inflation, energy costs, availability of financing, consumer spending habits and preferences, new and resale housing market supply and demand, employment rates, and other macroeconomic factors over which we have no control, and which could adversely affect our business, financial condition, results of operations, and cash flows.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added−0 removed14 unchanged
Biggest changeWe have identified various cybersecurity risks that could adversely affect our business, results of operations, and financial condition, including violation of privacy laws; intellectual property theft; fraud; business interruption or ransomware; harm to customers or employees; and other legal and reputational risks. 21 Table of Contents Resideo Technologies, Inc.
Biggest changeWe have identified various cybersecurity risks that could adversely affect our business, results of operations, and financial condition, including violation of privacy laws, intellectual property theft, fraud, business interruption or ransomware, harm to customers or employees and other legal and reputational risks.
Our Chief Information Security Officer (“CISO”) oversees our information security program, leading a team responsible for enterprise-wide cybersecurity strategy, policy, process, standards, and architecture. Our CISO holds an MBA in technology management and has over twenty-five years of technology leadership experience, along with other certifications in efficiency and project management.
Our Chief Information Security Officer (“CISO”) oversees our information security program, leading a team responsible for enterprise-wide cybersecurity strategy, policy, process, standards, and architecture. Our CISO holds a master’s in information security and an MBA in technology management and has over twenty-five years of technology leadership experience, along with other certifications in efficiency and project management.
The security compliance team within the CISO’s organization actively reviews and assesses the third party’s responses and takes appropriate actions based on the responses. The Board and the committees of the Board oversee our risk profile and exposures relating to matters within the scope of their authority.
The security compliance team within the CISO’s organization actively reviews and assesses third-party responses and takes appropriate actions based on such responses. The Board and the committees of the Board oversee our risk profile and exposures relating to matters within the scope of their authority.
Item 1C. Cybersecurity We have implemented an Enterprise Risk Management (“ERM”) program, managed by members of senior management, to identify, assess, and monitor key risks that are aligned with our strategic and business objectives.
Item 1C. Cybersecurity. We maintain an Enterprise Risk Management (“ERM”) program, which is managed by members of senior management, designed to identify, assess, and monitor key risks that are aligned with our strategic and business objectives.
Among other matters, the Audit Committee is charged with oversight of Resideo’s risks relating to enterprise-wide cybersecurity, including review of the state of the Company’s cybersecurity policies and programs and steps management has taken to monitor and control such exposures.
Among other matters, the Audit Committee is charged with oversight of Resideo’s risks relating to enterprise-wide cybersecurity, including review of the state of our cybersecurity policies and programs and steps 22 Table of Contents Resideo Technologies, Inc. management has taken to monitor and control such exposures.
The CISO’s reports to the committees and the Board include insights on operations, business cyber risks, emerging threats and key strategic initiatives driving improved security capabilities, and special topics around what the Company is doing to strengthen Resideo’s security posture. 22 Table of Contents Resideo Technologies, Inc.
The CISO’s reports to the committees and the Board include insights on operations, business cyber risks, emerging threats and key strategic initiatives driving improved security capabilities, and special topics around what we are doing to strengthen Resideo’s security posture.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table shows the types of sites owned or leased by business segment: Products and Solutions ADI Global Distribution Corporate Total Manufacturing 17 — — 17 Distribution centers 4 24 — 28 Branches — 198 — 198 Other 37 27 3 67 Totals 58 249 3 310 Other sites owned or leased include offices, engineering, lab, and storage sites used by the one or more of the business segments.
Biggest changeThe following table shows the types of sites owned or leased by business segment: Products and Solutions ADI Global Distribution Corporate Total Manufacturing 15 — — 15 Distribution centers 4 21 — 25 Branches — 198 — 198 Other 36 26 3 65 Totals 55 245 3 303 Other sites owned or leased include offices, engineering, lab, and storage sites used by one or more of the business segments.
In addition to the above sites, we partner with third-party logistics that operate warehousing and transportation sites for some of our ADI Global Distribution products. We believe our properties are adequate and suitable for our business as presently conducted and are adequately maintained.
In addition to the above sites, we partner with third-party logistics that operate warehousing and transportation sites for some of our ADI Global Distribution products. The majority of our sites are leased rather than owned. We believe our properties are adequate and suitable for our business as presently conducted and are adequately maintained.
The following table shows the regional distribution of these sites: Americas Asia Pacific EMEA Sites 218 12 80 With respect to our Products and Solutions segment, we operate six manufacturing facilities in Mexico and rely on third-party manufacturing partners with manufacturing capabilities in Mexico.
The following table shows the regional distribution of these sites: Americas Asia Pacific EMEA Sites 215 11 77 With respect to our Products and Solutions segment, we operate six manufacturing facilities in Mexico and rely on third-party manufacturing partners with manufacturing capabilities in Mexico.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings We are subject to various lawsuits, investigations, and disputes arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, prior acquisitions and divestitures, employee matters, intellectual property, and environmental, health, and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable.
Biggest changeItem 3. Legal Proceedings. We are subject to various lawsuits, investigations, and disputes arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, prior acquisitions and divestitures, employee matters, intellectual property, trade and tax compliance, compliance with laws and environmental, health, and safety matters.
We do not currently believe that such matters are material to our results of operations. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. Item 4. Mine Safety Disclosures Not applicable. 23 Table of Contents Resideo Technologies, Inc. PART II.
We do not currently believe that such matters are material to our results of operations. Refer to Note 15. Commitments and Contingencies of the Notes to Consolidated Financial Statements. Item 4. Mine Safety Disclosures. Not applicable. 23 Table of Contents Resideo Technologies, Inc. PART II.
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We recognize a liability for any contingency that is probable of occurrence and reasonably estimable.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAdditionally, the terms of the indebtedness we incurred in connection with the Spin-Off, obligations under the Reimbursement Agreement and other amounts owed to Honeywell under the Tax Matters Agreement, Trademark License, and Patent Cross-License Agreements, will limit our ability to pay cash dividends.
Biggest changeAdditionally, the terms of the indebtedness, including obligations owed to Honeywell under the Tax Matters Agreement, Trademark License, and Patent Cross-License Agreements, may limit our ability to pay cash dividends. Refer to Note 15 . Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional information.
Issuer Purchases of Equity Securities During the three months ended December 31, 2024, we did not make any common share repurchases. As of December 31, 2024, we had approximately $108 million of authorized repurchases remaining under our share repurchase program.
Issuer Purchases of Equity Securities During the three months ended December 31, 2025, we did not make any common share repurchases. As of December 31, 2025, we had approximately $108 million of authorized repurchases remaining under our share repurchase program.
Stock Performance The following graph shows a comparison through December 31, 2024 of the cumulative total returns for (i) our common stock, (ii) the S&P Small Cap 600 Index, and (iii) the S&P 400 Industrials assuming an initial investment of $100 in the stock or the index on December 31, 2019 and reinvestment of all dividends.
Stock Performance The following graph shows a comparison through December 31, 2025 of the cumulative total returns for (i) our common stock, (ii) the S&P Small Cap 600 Index, and (iii) the S&P 400 Industrials assuming an initial investment of $100 in the stock or the index on December 31, 2020 and reinvestment of all dividends.
The Board’s decision regarding any future payment of dividends will depend on the consideration of many factors, including our financial condition, earnings, sufficiency of distributable reserves, opportunities to retain future earnings for use in the operation of our business and to fund future growth, capital requirements, debt service obligations, obligations under the Reimbursement Agreement, legal requirements, regulatory constraints, and other factors that the Board deems relevant.
The Board’s decision regarding any future payment of common stock dividends will depend on the consideration of many factors, including our financial condition, earnings, sufficiency of distributable reserves, opportunities to retain future earnings for use in the operation of our business and to fund future growth, capital requirements, debt service obligations, obligations under the Tax Matters Agreement, legal requirements, regulatory constraints, and other factors that the Board deems relevant.
This graph covers the period from December 31, 2019 through December 31, 2024. The returns in the graph are not intended to forecast or be indicative of possible future performance of our common stock. Item 6. [RESERVED] 24 Table of Contents Resideo Technologies, Inc.
This graph covers the period from December 31, 2020 through December 31, 2025. The returns in the graph are not intended to forecast or be indicative of possible future performance of our common stock. Item 6. [RESERVED] 24 Table of Contents Resideo Technologies, Inc.
As of February 12, 2025, approximately 148 million shares of our common stock and 0.5 million shares of our preferred stock were outstanding. Dividends We have never declared or paid any cash dividends on our common stock and we currently do not intend to pay cash dividends on our common stock.
As of February 17, 2026, approximately 151 million shares of our common stock and 0.5 million shares of our Preferred Stock were outstanding. Dividends We have never declared or paid any cash dividends on our common stock and we currently do not intend to pay cash dividends on our common stock.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the symbol “REZI.” On February 12, 2025, there were 32,149 holders of record of our common stock and the closing price of our common stock on the New York Stock Exchange was $21.34 per share.
Our common stock is traded on the New York Stock Exchange under the symbol “REZI.” On February 17, 2026, there were 30,288 holders of record of our common stock and the closing price of our common stock on the New York Stock Exchange was $36.42 per share.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

54 edited+41 added−32 removed16 unchanged
Biggest changeAlthough we believe that the forward-looking statements contained in this Annual Report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: • competition from other companies in our markets and segments, as well as in new markets and emerging markets; • compatibility and ease of integration of our products and solutions with third-party products and services and our ability to control such third party integrations; • our ability to identify consumer preferences and industry standards, develop, and protect intellectual property related thereto, and successfully market new technologies, products, and services to consumers; • our reliance on independent integrators to sell and install our solutions; • our reliance on certain suppliers; • the impact of disruptions in our supply chain from third-party suppliers and manufacturers, including our inability to obtain necessary raw materials and product components, production equipment, or replacement parts; • inability to consummate acquisitions on satisfactory terms or to integrate such acquisitions effectively; • the impact of earthquakes, hurricanes, fires, power outages, floods, pandemics, epidemics, natural disasters, and other catastrophic events or other public health emergencies; • the impact of potentially volatile global market and economic conditions and industry and end market cyclicality, including factors such as interest rates, inflation, energy costs, availability of financing, consumer spending habits, and preferences, housing market changes, and employment rates; • failure to achieve and maintain a high level of product and service quality, including the impact of warranty claims, product recalls, and product liability actions that may be brought against us; • our ability to retain or expand relationships with significant customers; • the significant failure or inability to comply with specifications and manufacturing requirements or delays or other problems with existing or new products or inability to meet price requirements; • inability to successfully execute transformation programs or to effectively manage our workforce; • the failure to increase productivity through sustainable operational improvements; • economic, political, regulatory, foreign exchange, and other risks of international operations; • our dependence upon information technology infrastructure and network operations having adequate cyber-security functionality; • the potential adverse impacts of enhanced tariff, import/export restrictions, or other trade barriers on global economic conditions, financial markets, and our business; • risks associated with the Reimbursement Agreement, the other agreements we entered into with Honeywell in connection with the Spin-Off, and our relationships with Honeywell, including our reliance on Honeywell for the Honeywell Home trademark; • regulations and societal actions to respond to global climate change; • failure to comply with the broad range of current and future standards, laws, and regulations in the jurisdictions in which we operate; • the impact of potential material litigation matters, government proceedings, and other contingencies and uncertainties; • our ability to borrow funds and access capital markets in light of the terms of our debt documents or otherwise; • provisions in our governing documents discouraging takeovers; • our ability to recruit and retain qualified personnel and to recruit a new CEO given the announced intended retirement of our current CEO; • uncertainty in the development, deployment, and the use of artificial intelligence in our products and services, as well as our business interests more broadly; • currency exchange rate, stock price, and effective tax rate fluctuations; • the CD&R Stockholder’s interest in and influence over us that may diverge from, or event conflict with, interests of the holders of our common stock, and the reduction in the relative voting power of holders of our common stock resulting from the issuance of preferred stock; • our ability to maintain effective internal controls, deliver timely financial statements, and avoid the financial statements to become impaired and damage public opinion; 35 Table of Contents Resideo Technologies, Inc. • impairment of other intangible assets and long-lived assets; • being required to make significant cash contributions to our defined benefit pension plans; • other risks detailed under the caption “Risk Factors” in this Annual Report, in Part I, Item 1A; and • certain factors discussed elsewhere in this Form 10-K.
Biggest changeAlthough we believe that the forward-looking statements contained in this Annual Report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: • our ability to spin-off the ADI Global Distribution business, including the timeframe and process for the same and unexpected consequences of the spin-off, including loss of customers; • competition from other companies in our markets and segments, as well as in new markets and emerging markets; • the potential adverse impacts of tariffs, import/export restrictions, or other trade barriers on global economic conditions, financial markets and our business; • our ability to obtain additional future capital on favorable terms or at all; • our ability to identify consumer preferences and industry standards, develop, and protect intellectual property related thereto, and successfully market new technologies, products, and services to consumers; • our reliance on independent integrators to sell and install our solutions; • our reliance on certain suppliers; • the impact of disruptions in our supply chain from third-party suppliers and manufacturers, including our inability to obtain necessary raw materials and product components, production equipment, or replacement parts; • inability to consummate acquisitions on satisfactory terms or to integrate such acquisitions effectively; • the impact of earthquakes, hurricanes, fires, power outages, floods, pandemics, epidemics, natural disasters, and other catastrophic events or other public health emergencies; • the impact of potentially volatile global market, geo-political and economic conditions and industry, and end market cyclicality, including factors such as interest rates, inflation, energy costs, availability of financing, consumer spending habits, and preferences, housing market changes, and employment rates; • failure to achieve and maintain a high level of product and service quality, including the impact of warranty claims, product recalls, and product liability actions that may be brought against us; • our ability to retain or expand relationships with significant customers; • the significant failure or inability to comply with specifications and manufacturing requirements or delays or other problems with existing or new products or inability to meet price requirements; • inability to successfully execute restructuring or transformation programs or to effectively manage our workforce; • the failure to increase productivity through sustainable operational improvements; • the failure to acquire, implement, maintain and upgrade business technology infrastructure systems; • economic, political, regulatory, foreign exchange, and other risks of international operations; • our dependence upon information technology infrastructure and network operations having adequate cyber-security functionality; • risks associated with our relationships with Honeywell, including our reliance on Honeywell for the Honeywell Home trademark; • regulations and societal actions to respond to global climate change; • failure to comply with the broad range of current and future standards, laws, and regulations in the jurisdictions in which we operate; • the impact of potential material litigation matters, government proceedings, and other contingencies and uncertainties; • our ability to borrow funds and access capital markets in light of the terms of our debt documents or otherwise; • provisions in our governing documents discouraging takeovers; • our ability to recruit and retain qualified personnel; • uncertainty in the development, deployment, and the use of artificial intelligence in our products and services, as well as our business interests more broadly; 35 Table of Contents Resideo Technologies, Inc. • currency exchange rate, stock price, and effective tax rate fluctuations; • the CD&R Stockholder’s interest in and influence over us that may diverge from, or even conflict with, interests of the holders of our common stock, and the reduction in the relative voting power of holders of our common stock resulting from the issuance of preferred stock; • our ability to maintain effective internal controls, and deliver timely financial statements; • impairment of goodwill, other intangible assets, and long-lived assets; • being required to make significant cash contributions to our defined benefit pension plans; • compatibility and ease of integration of our products and solutions with third-party products and services and our ability to control such third-party integrations; • other risks detailed under the caption “Risk Factors” in this Annual Report, in Part I, Item 1A.
We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability, and deferred taxes in the period in which the facts that give rise to a change in estimate become known. Refer to Note 17. Income Taxes to Consolidated Financial Statements.
We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability, and deferred taxes in the period in which the facts that give rise to a change in estimate become known. Refer to Note 17. Income Taxes of the Notes to Consolidated Financial Statements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions, except per share amounts) The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help readers understand the results of our operations and financial condition for the three years ended December 31, 2024, and should be read in conjunction with the Consolidated Financial Statements and the notes thereto contained elsewhere in this Form 10-K.
(In millions, except per share amounts) The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help readers understand the results of our operations and financial condition for the three years ended December 31, 2025, and should be read in conjunction with the Consolidated Financial Statements and the notes thereto contained elsewhere in this Form 10-K.
Our financial performance is influenced by macroeconomic factors underlying end user demand such as repair and remodeling activity, residential and non-residential construction, new and existing home sales, employment rates, interest rates and bank lending standards, and supply chain dynamics that can be influenced by geopolitics.
Our financial performance is influenced by macroeconomic factors underlying end user demand such as repair and remodeling activity, residential and commercial construction, new and existing home sales, employment rates, interest rates and bank lending standards, and supply chain dynamics that can be influenced by geopolitics.
The approach for evaluating certain and uncertain tax positions is defined by the authoritative guidance which determines when a tax position is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, we, along with our subsidiaries, are examined by various federal, state, and foreign tax authorities.
The approach for evaluating certain and uncertain tax positions is defined by the authoritative guidance which determines when a tax position is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, we are examined by various federal, state, and foreign tax authorities.
We are a leader in key product markets including home heating, ventilation, and air conditioning controls, smoke and carbon monoxide detection home safety and fire suppression, and security. Our global footprint serves residential and commercial end-markets.
We are a leading player in key product markets including home heating, ventilation, and air conditioning controls; smoke and carbon monoxide detection home safety and fire suppression; and security. Our global footprint serves residential and commercial end-markets.
We base our estimates and assumptions on extensive historical experience and/or other pertinent factors we believe are applicable and reasonable under the circumstances, such as forecasts of future performance, which serve as the foundation for determining how to recognize and measure assets and liabilities not readily apparent from other sources.
We base our estimates and assumptions on extensive historical experience and/or other pertinent factors we believe are applicable and reasonable under the circumstances, such as forecasts of future performance, which serve as the foundation for determining how to 33 Table of Contents Resideo Technologies, Inc. recognize and measure assets and liabilities not readily apparent from other sources.
Critical Accounting Policies and Significant Estimates Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”) and is based in part on the application of significant accounting policies, many of which require us to make estimates and assumptions.
Critical Accounting Policies and Significant Estimates Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP and pursuant to SEC regulations and is based, in part, on the application of significant accounting policies, many of which require us to make estimates and assumptions.
The ongoing uncertainty and volatility in the global macroeconomic environment have affected, and could continue to affect, our visibility toward future performance.
The ongoing uncertainty and volatility in the global macroeconomic and political environments have affected, and could continue to affect, our visibility toward future performance.
The amount of prepayments or the amount of debt that may be refinanced, repurchased, or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations. 30 Table of Contents Resideo Technologies, Inc.
The amount of prepayments or the amount of debt that may be refinanced, repurchased, or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations.
Cash discounts, volume 33 Table of Contents Resideo Technologies, Inc. rebates and other customer incentive programs are based upon certain percentages agreed upon with various customers, which are typically earned by the customer over an annual period. Revenue is adjusted for variable consideration, which includes customer volume rebates and prompt payment discounts.
Cash discounts, volume rebates and other customer incentive programs are based upon certain percentages agreed upon with various customers, which are typically earned by the customer over an annual period. Revenue is adjusted for variable consideration, which includes customer volume rebates and prompt payment discounts.
While we may elect to seek additional funding at any time, we believe our existing cash, cash equivalents, and availability under our credit facilities are sufficient to meet our capital requirements through at least the next 12 months and the longer term. We may from time to time take steps to reduce our debt or otherwise improve our financial position.
While we may elect to seek additional funding at any time, we believe our existing cash, cash equivalents, and availability under our credit facilities are sufficient to meet our capital requirements for the foreseeable future. We may from time to time take steps to reduce our debt or otherwise improve our financial position.
Our Products and Solutions segment offerings include temperature and humidity control, water and air solutions, smoke and carbon monoxide detection home safety products, residential and small business security products, video cameras, other home-related lifestyle convenience solutions, cloud infrastructure, installation and maintenance tools, and related software.
Our Products and Solutions segment offerings include temperature and humidity control, water and air solutions, smoke and carbon monoxide detection home safety products, residential and small business security products, video cameras, other home-related lifestyle convenience solutions, cloud infrastructure, installation and maintenance tools, and related software. We also sell components to manufacturers of water heaters, heat pumps, and boilers.
Other Matters Litigation, Environmental Matters and the Reimbursement Agreement Refer to Note 15 . Commitments and Contingencies to Consolidated Financial Statements for further discussion. Recent Accounting Pronouncements Refer to Note 2 . Summary of Significant Accounting Policies to Consolidated Financial Statements.
Other Matters Litigation, Environmental Matters and the Indemnification Agreement Refer to Note 15 . Commitments and Contingencies of the Notes to Consolidated Financial Statements for further discussion. Recent Accounting Pronouncements Refer to Note 2 . Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements. 34 Table of Contents Resideo Technologies, Inc.
“expects,” “projects,” “forecasts,” “intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals,” and words and terms of similar substance in connection with discussions of future operating or financial performance.
Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals,” and words and terms of similar substance in connection with discussions of future operating or financial performance.
Share Repurchase Program In August 2023, we announced that our Board of Directors authorized a share repurchase program for the repurchase of up to $150 million of our common stock over an unlimited time period.
Common Share Repurchase Program In August 2023, we announced that our Board of Directors authorized a share repurchase program for the repurchase of up to $150 million of our common stock over an unlimited time period. During the twelve months ended December 31, 2025, there were no common stock repurchases.
Liquidity Our future capital requirements will depend on many factors, including the rate of sales growth, market acceptance of our products, the timing and extent of research and development projects, potential acquisitions of companies or technologies, and the expansion of our sales and marketing activities.
Liquidity Our future capital requirements will depend on many factors, including acquisition or strategic transactions we may enter into such as the announced future ADI Spin-Off, the rate of sales growth, market acceptance of our products, the timing and extent of research and development projects, potential acquisitions of companies or technologies, and the expansion of our sales and marketing activities.
Commitments and Contingencies to Consolidated Financial Statements. Income Taxes Significant judgment is required in evaluating tax positions. We established additional reserves for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum recognition threshold.
We do not have significant financing components. Refer to Note 5. Revenue Recognition of the Notes to Consolidated Financial Statements. Income Taxes Significant judgment is required in evaluating tax positions. We establish additional reserves for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum recognition threshold.
These risks could cause actual results to differ materially from those implied by forward-looking statements in this Annual Report.
Risk Factors ; and • certain factors discussed elsewhere in this Form 10-K. These risks could cause actual results to differ materially from those implied by forward-looking statements in this Annual Report.
As of December 31, 2024, we had operating lease payment obligations of $263 million, with $51 million payable within 12 months. Purchase Obligations We enter into purchase obligations with various vendors in the normal course of business. As of December 31, 2024, we had purchase obligations of $358 million, with $177 million payable within 12 months.
Purchase Obligations We enter into purchase obligations with various vendors in the normal course of business. As of December 31, 2025, we had purchase obligations of $178 million, with $130 million payable within 12 months.
These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions, and projections about our industries and our business and financial results. Forward-looking statements often include words such as “anticipates,” “estimates,” 34 Table of Contents Resideo Technologies, Inc.
These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions, and projections about our industries and our business and financial results.
Cash Flow Summary for the Years Ended December 31, 2024 and 2023 Our cash flows from operating, investing, and financing activities for the years ended December 31, 2024 and 2023, as reflected in the audited Consolidated Financial Statements are summarized as follows: Years Ended December 31, 2024 2023 $ change Cash provided by (used for): Operating activities $ 444 $ 440 $ 4 Investing activities (1,409) (44) (1,365) Financing activities 1,031 (64) 1,095 Effect of exchange rate changes on cash (10) (24) 14 Net increase in cash, cash equivalents and restricted cash $ 56 $ 308 $ (252) 2024 compared with 2023 Net cash provided by operating activities for the year ended December 31, 2024 was $444 million, an increase of $4 million compared to the prior year.
Cash Flow Summary for the Years Ended December 31, 2025 and 2024 Our cash flows from operating, investing, and financing activities for the years ended December 31, 2025 and 2024, as reflected in the Consolidated Financial Statements are summarized as follows: Years Ended December 31, 2025 2024 $ change Cash provided by (used in): Operating activities $ (1,137) $ 444 $ (1,581) Investing activities (39) (1,409) 1,370 Financing activities 1,128 1,031 97 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 17 (10) 27 Net increase (decrease) in cash, cash equivalents and restricted cash $ (31) $ 56 $ (87) 2025 compared with 2024 Net cash used for operating activities for the year ended December 31, 2025 was $1,137 million, a decrease in cash from operating activities of $1,581 million.
During the year ended December 31, 2024, we paid Honeywell $140 million under this agreement. For further discussion on the Reimbursement Agreement refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. Environmental Liability We make environmental liability payments for sites which we own and are directly responsible for.
For further discussion on the Indemnification Agreement refer to Note 15. Commitments and Contingencies of the Notes to Consolidated Financial Statements. Environmental Liability We make environmental liability payments for sites which we own and are directly responsible for. As of December 31, 2025, $22 million was deemed probable and reasonably estimable.
Discussions of fiscal 2022 items and year-over-year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in the Company’s 2023 Annual Report on Form 10-K filed February 14, 2024 as reclassified in our Current Report on Form 8-K filed on June 4, 2024 to reflect the impacts of certain corporate functions being decentralized to align with the business strategy.
Discussions of fiscal 2023 items and year-over-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Part II, Item 7 in our 2024 Annual Report on Form 10-K filed February 20, 2025.
Actual results could differ from our estimates and assumptions. Refer to Note 2. Summary of Significant Accounting Policies to Consolidated Financial Statements. Goodwill We review the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying values may not be recoverable and annually, on the first day of the fourth quarter.
Goodwill and Intangible Assets We review the carrying values of goodwill and identifiable intangible assets whenever events or changes in circumstances indicate that such carrying values may not be recoverable and annually, on the first day of the fourth quarter.
Segment Results of Operations Products and Solutions The chart below presents net revenue and income from operations for the years ended December 31, 2024 and 2023.
Segment Results of Operations Products and Solutions The chart below presents net revenue and income from operations for the years ended December 31, 2025 and December 31, 2024. Products and Solutions net revenue for the year ended December 31, 2025 was $2,688 million, an increase of $124 million, or 4.8%, compared to the same period in 2024.
During the twelve months ended December 31, 2024 and 2023, we repurchased 0.1 million and 2.6 million shares of common stock in the open market at a total cost of $1 million and $41 million, respectively.
During the twelve months ended December 31, 2024, we repurchased approximately 75 thousand shares of common stock in the open market at a total cost of $1 million. As of December 31, 2025, we had approximately $108 million of authorized repurchases remaining under the share repurchase program.
As of December 31, 2024, $22 million was deemed probable and reasonably estimable. 32 Table of Contents Resideo Technologies, Inc. Operating Leases We have operating lease arrangements for the majority of our manufacturing sites, offices, engineering and lab sites, stocking locations, warehouses, automobiles, and certain equipment.
Operating Leases We have operating lease arrangements for the majority of our manufacturing sites, offices, engineering, lab, and storage sites, stocking locations, warehouses, automobiles, and certain equipment. As of December 31, 2025, we had operating lease payment obligations of $346 million, with $57 million payable within 12 months.
The Senior Notes due 2029 are senior unsecured obligations of Resideo guaranteed by our existing and future domestic subsidiaries, rank equally with all of our senior unsecured debt, and are senior to all of our subordinated debt. In July 2024, we issued $600 million in aggregate principal of 6.500% Senior Notes due 2032 (the “Senior Notes due 2032”).
The Senior Notes due 2029 and Senior Notes due 2032 are senior unsecured obligations of Resideo guaranteed by Resideo’s existing and future domestic subsidiaries and rank equally with all of Resideo’s senior unsecured debt. 31 Table of Contents Resideo Technologies, Inc.
Other Expenses, Net Other expenses, net increased $49 million for the year ended December 31, 2024, as compared to the same period in 2023. The increase was driven by $33 million of additional expense related to the Reimbursement Agreement as noted in Note 15.
The increase was driven by additional expense incurred in connection with the termination of the Indemnification Agreement with Honeywell. Other expense (income), net Other income, net for the year ended December 31, 2025 was $43 million, a change of $50 million compared to other expenses, net of $7 million in the same period in 2024.
Critical accounting policies and significant estimates are those judgments that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition and results of operations.
Application of the critical accounting estimates discussed below requires management’s significant judgments and involves a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition and results of operations. We review our estimates and assumptions on an ongoing basis and reflect changes as appropriate when additional information becomes available.
While supply chain and logistics continued to normalize over 2024, uncertainties remain including the potential for changes in inflation and interest rates, tariffs, increased labor costs, reduced consumer spending due to softening labor markets, elevated mortgage rates, unfavorable foreign currency impacts from a stronger U.S. dollar, shifts in energy policies, and potential market and other disruption from the ongoing conflict between Russia and Ukraine as well as the Middle East crisis.
Uncertainties remain, including the global tariff environment, geopolitical relations between and among the U.S. and other countries, potential for changes in inflation and interest rates, increased labor costs, reduced consumer spending due to softening labor markets, elevated mortgage rates, shifts in energy policies, and potential market and other disruption from any of the above.
Derivative Financial Instruments to Consolidated Financial Statements for a description of our debt obligations and the timing of future principal and interest payments, including impacts from our Swap Agreements. Senior Notes In August 2021, we issued $300 million in principal amount of 4.000% Senior Notes due in 2029 (“the Senior Notes due 2029”).
Refer to Note 11. Long-Term Debt and Note 12. Derivative Financial Instruments of the Notes to Consolidated Financial Statements for a description of our debt obligations and the timing of future principal and interest payments, including impacts from our interest rate derivatives.
Intangible Asset Amortization Intangible asset amortization increased $42 million for the year ended December 31, 2024, as compared to the same period in 2023. The increase was primarily due to additional amortization expense of $41 million associated with the new intangibles from the Snap One acquisition.
Intangible Asset Amortization Intangible asset amortization for the year ended December 31, 2025 was $122 million, an increase of $42 million, or 53% compared to the same period in 2024.
Research and Development Expenses Research and development expenses for the year ended December 31, 2024, were $111 million, an increase of $2 million as compared to the same period in 2023. The increase was primarily driven by $17 million from the acquisition of Snap One, which was partially offset by $15 million from lower third-party spend and personnel costs.
The increase was partially offset by lower margins on sales volumes of 20 bps. Research and Development Expenses Research and development expenses for the year ended December 31, 2025 were $167 million, an increase of $56 million, or 51% compared to the same period in 2024.
We expect these trends to support our 2025 year-over-year revenue outlook of up low-to-mid single-digits. Basis of Presentation and Reclassifications Refer to Note 1. Nature of Operations and Basis of Presentation to Consolidated Financial Statements. Results of Operations This section of the Form 10-K discusses fiscal 2024 and fiscal 2023 items and year-over-year comparisons of these periods.
Results of Operations This section of the Form 10-K discusses fiscal 2025 and fiscal 2024 items and year-over-year comparisons of these periods.
Key drivers of the lower spend relate to optimization efforts and a realignment of IT resources towards maintenance projects within the Products and Solutions segment. Selling, General and Administrative Expenses Selling, general and administrative expenses for the year ended December 31, 2024, were $1,138 million, an increase of $178 million, or 18.5%, as compared to the same period in 2023.
Selling, General and Administrative Expenses Selling, general and administrative expenses for the year ended December 31, 2025, were $1,266 million, an increase of $128 million, or 11.2%, compared to the same period in 2024.
Current Period Highlights • Net revenue of $6.76 billion in 2024, up 8% from $6.24 billion in 2023 • Gross profit margin of 28.1%, compared to 27.2% in the prior year comparable period • Income from operations of $520 million , or 7.7% of revenue, compared to $547 million , or 8.8% of revenue in 2023 • Fully diluted earnings per common share of $0.61, compared to $1.42 per common share in the same period last year • Cash Flow From Operations was $444 million in 2024 as compared to $440 million in 2023 Outlook For 2025, we anticipate executing our business against a global macro-economic environment that continues to be mixed.
Current Period Highlights • Net revenue of $7.47 billion in 2025, up 10.5% from $6.76 billion in 2024 • Gross profit margin of 29.4%, compared to 28.1% in the prior year comparable period • Income from operations of $607 million , or 8.1% of revenue, compared to $520 million , or 7.7% of revenue in 2024 • Fully diluted earnings (loss) per common share of $(3.77), compared to $0.61 per common share in the same period last year Overview and Business Trends We are a global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use, and smart living.
The net proceeds from the Senior Notes due 2032 were used to repay $596 million principal amount of outstanding indebtedness due February 2028 under the Company’s A&R Term B Facility. As of December 31, 2024, we were in compliance with all covenants related to the A&R Credit Agreement, Senior Notes due 2029, and Senior Notes due 2032.
As a result of the August 2025 amendment, the A&R Term B Facility bears interest at a rate per annum based on Term SOFR plus an interest rate margin of 2.00% per annum. As of December 31, 2025, we were in compliance with all covenants related to the A&R Credit Agreement, Senior Notes due 2029, and Senior Notes due 2032.
Income tax expense increased for the year ended December 31, 2024, primarily due to an increase in non-deductible expenses. The increase in the overall effective tax rate was primarily driven by non-deductible indemnification costs, other non-deductible expenses, and U.S. taxation of foreign earnings. 28 Table of Contents Resideo Technologies, Inc.
The effective income tax rate decreased from 47.5% to (15.3)%, compared to the same period in 2024, primarily driven by the mix of earnings across the jurisdictions in which we operate, decreased income before taxes with relatively fixed non-deductible expenses, a large increase in the non-deductible Indemnification Agreement expense offset by an increase in deductible interest expense and U.S. taxation of foreign earnings. 29 Table of Contents Resideo Technologies, Inc.
The increase in gross margin was primarily driven by lower manufacturing costs of 140 bps, favorable impacts from the acquisition of Snap One, net of Genesis divestiture of 80 bps, which was partially offset by net unfavorable price and mix shift of 90 bps and the impact from lower volumes of 30 bps.
The increase was primarily driven by $162 million in additional gross profit from the acquisition of Snap One, $61 million from net favorable price and mix shift, $11 million lower restructuring expense, and $10 million from higher sales volumes.
Net cash provided by financing activities for the year ended December 31, 2024 was $1,031 million, an increase of $1,095 million compared to the prior year, primarily due to proceeds of $1,176 million and $482 million from the issuance of long-term debt and preferred stock, respectively, to support the Snap One acquisition.
Net cash provided by financing activities for the year ended December 31, 2025 was $1,128 million, an increase of $97 million, or 9.4% as compared to 2024.
Partially offsetting the favorable impacts to income from operations were net unfavorable price and mix shift of $30 million, lower volumes of $20 million, and the impact from the divestiture of the Genesis business of $13 million. ADI Global Distribution The chart below presents net revenue and income from operations for the years ended December 31, 2024 and 2023.
The increase was partially offset by $34 million of incremental research and development expenses, reflecting a strategic reallocation of engineering resources to support new product development, and lower sales volumes of $13 million. ADI Global Distribution The chart below presents net revenue and income from operations for the years ended December 31, 2025 and December 31, 2024.
We have entered into certain interest rate swap agreements to effectively convert a portion of our variable-rate debt to fixed-rate debt. Additionally, as part of our acquisition of Snap One, we assumed an interest rate cap agreement with a notional amount of $344 million and a strike rate of 4.79%. Refer to Note 11. Long-Term Debt and Note 12.
Additionally, we assumed an interest rate cap in 2024 which effectively capped the interest on a portion of our variable-rate debt with a notional amount of $342 million and a strike rate of 4.79% (the “Interest Rate Cap”).
The decrease was partially offset by higher volumes of $18 million, and lower employee expenses of $13 million from prior restructuring efforts. Corporate Corporate costs for the year ended December 31, 2024, were $178 million, an increase of $41 million, or 29.9%, from $137 million in the same period of 2023.
Corporate Corporate costs for the year ended December 31, 2025 were $160 million, a decrease of $18 million, or 10.1% compared to the same period in 2024. The decrease was primarily driven by $33 million of Snap One acquisition and integration costs incurred in the prior year, and lower restructuring, impairment and extinguishment costs of $16 million.
Restructuring, Impairment and Extinguishment Costs Restructuring, impairment and extinguishment costs increased $10 million for the year ended December 31, 2024, as compared to the same period in 2023. The increase was primarily due to debt extinguishments and related costs associated with multiple credit agreement amendments throughout the year.
Restructuring, Impairment and Extinguishment Costs Restructuring, impairment and extinguishment costs for the year ended December 31, 2025 were $16 million, a decrease of $36 million, or 69% compared to the same period in 2024.
Interest Expense, Net Interest expense, net increased $16 million for the year ended December 31, 2024 as compared to the same period in 2023, primarily due to an increase in our long-term debt resulting in $22 million of higher interest expense which was partially offset by $6 million of higher interest income as a result of effectively investing excess cash.
Interest Expense, Net Interest expense, net for the year ended December 31, 2025 was $135 million, an increase of $54 million, or 67% compared to the same period in 2024.
In December 2024, the A&R Term B Facility was further amended to reduce the interest rate margin from 2.00% to 1.75%. As of December 31, 2024, we had $2,015 million of long-term debt outstanding under our A&R Credit Agreement, Senior Notes due 2029, and Senior Notes due 2032, of which $6 million is due in the next 12 months.
A&R Credit Agreement and Senior Notes As of December 31, 2025, we had $3,231 million of total debt, including $2,331 million outstanding under our A&R Credit Agreement, $300 million 4.000% Senior Notes due 2029, and $600 million 6.500% Senior Notes due 2032.
We periodically adjust these provisions to reflect actual experience and other facts and circumstances that impact the status of existing claims. Refer to Note 15. Commitments and Contingencies for additional information. Revenue Revenue is measured as the amount of consideration expected to be received in exchange for our products.
Goodwill and Other Intangible Assets, net of the Notes to Consolidated Financial Statements. Revenue Revenue is measured as the amount of consideration expected to be received in exchange for our products.
Net cash used for investing activities for the year ended December 31, 2024 was $1,409 million, an increase of $1,365 million, compared to the prior year, primarily driven by acquiring Snap One for $1,337 million and lower net proceeds from the sale of business, acquisitions and investments of $85 million.
Net cash used for investing activities for the year ended December 31, 2025 was $39 million, a decrease of $1,370 million, or 97.2%, as compared to 2024.
This increase was partially offset by an increase in debt repayments of $593 million as well as a decrease in common stock repurchases of $40 million. Contractual Obligations and Probable Liability Payments In addition to our long-term debt discussed above, our material cash requirements include the following contractual obligations.
Contractual Obligations and Probable Liability Payments In addition to our long-term debt discussed above, our material cash requirements include the following contractual obligations. Indemnification Agreement Payments In connection with the Honeywell Spin-Off, we entered into the Indemnification Agreement with Honeywell. On July 30, 2025, we entered into the Termination Agreement with Honeywell to terminate the Indemnification Agreement.
The increase was primarily due to $33 million of Snap One acquisition and integration costs, and $9 million of extinguishments and costs associated with the credit agreement amendments. Capital Resources and Liquidity As of December 31, 2024, total cash and cash equivalents were $692 million, of which 32% were held by foreign subsidiaries.
The decrease was partially offset by $18 million of business separation costs related to the announced ADI Spin-Off and incremental operating costs of $11 million including payroll and benefits and third-party spend. Liquidity and Capital Resources As of December 31, 2025, total cash and cash equivalents were $661 million, of which 33% were held by foreign subsidiaries.
The increase was driven by $141 million of incremental operating expenses from the Snap One acquisition, and $45 million of acquisition and integration costs. The increase was partially offset by lower expenses of $8 million from the divestiture of the Genesis business in 2023. 27 Table of Contents Resideo Technologies, Inc.
The decrease was primarily driven by the prior year acquisition of Snap One for $1,337 32 Table of Contents Resideo Technologies, Inc. million and $77 million received in 2025 in connection with the sale of the Resideo Grid Services business, partially offset by an increase in capital expenditures of $36 million in 2025.
The following table represents results of operations on a consolidated basis for the periods indicated: Years Ended December 31, (in millions, except per share data and percentages) 2024 2023 $ change % change Net revenue $ 6,761 $ 6,242 $ 519 8.3 % Cost of goods sold 4,860 4,546 314 6.9 % Gross profit 1,901 1,696 205 12.1 % Gross Profit % 28.1 % 27.2 % 90 bps Operating expenses: Research and development expenses 111 109 2 1.8 % Selling, general and administrative expenses 1,138 960 178 18.5 % Intangible asset amortization 80 38 42 110.5 % Restructuring, impairment and extinguishment costs 52 42 10 23.8 % Total operating expenses 1,381 1,149 232 20.2 % Income from operations 520 547 (27) (4.9) % Other expenses, net 218 169 49 29.0 % Interest expense, net 81 65 16 24.6 % Income before taxes 221 313 (92) (29.4) % Provision for income taxes 105 103 2 1.9 % Net income $ 116 $ 210 $ (94) (44.8) % Earnings per common share: Basic $ 0.62 $ 1.43 $ (0.81) (56.6) % Diluted $ 0.61 $ 1.42 $ (0.81) (57.0) % Net Revenue Net revenue for the year ended December 31, 2024 was $6,761 million, an increase of $519 million, or 8.3%, from the prior year, primarily due to $553 million of revenue from the acquisition of Snap One and higher sales volume of $74 million driven by the ADI Global Distribution segment.
Years Ended December 31, (in millions, except per share data and percentages) 2025 2024 $ change % change Net revenue $ 7,472 $ 6,761 $ 711 10.5 % Cost of goods sold 5,276 4,860 416 8.6 % Gross profit 2,196 1,901 295 15.5 % Gross Profit % 29.4 % 28.1 % 130 bps Operating expenses: Research and development expenses 167 111 56 50.5 % Selling, general and administrative expenses 1,266 1,138 128 11.2 % Intangible asset amortization 122 80 42 52.5 % Restructuring, impairment and extinguishment costs 16 52 (36) (69.2) % Business separation costs 18 — 18 NA Total operating expenses 1,589 1,381 208 15.1 % Income from operations 607 520 87 16.7 % Indemnification Agreement expense (1) 972 211 761 360.7 % Other expense (income), net (43) 7 (50) (714.3) % Interest expense, net 135 81 54 66.7 % Net income (loss) before taxes (457) 221 (678) (306.8) % Provision for income taxes 70 105 (35) (33.3) % Net income (loss) (527) 116 (643) (554.3) % Less: preferred stock dividends 35 19 16 84.2 % Less: undistributed income allocated to preferred stockholders — 6 (6) (100.0) % Net income (loss) available to common stockholders $ (562) $ 91 $ (653) (717.6) % Earnings (loss) per common share Basic $ (3.77) $ 0.62 $ (4.39) (708.1) % Diluted $ (3.77) $ 0.61 $ (4.38) (718.0) % Weighted average common shares outstanding: Basic 149 146 Diluted 149 149 (1) In connection with the Honeywell Spin-Off, we entered into an indemnification and reimbursement agreement, pursuant to which we had an obligation to make cash payments associated with Honeywell’s environmental liabilities (the “Indemnification Agreement”) which was terminated in August 2025.
Removed
Overview and Business Trends We are a leading global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use, and smart living.
Added
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Removed
In the second quarter of 2024, we expanded the business through the acquisition of Snap One, which has been incorporated into the ADI Global Distribution business segment. The acquisition expands our distribution into and reach with smart-living products, services, and software.
Added
Our products and solutions for comfort, energy management, safety, and security benefit from trusted, well-established branded offerings such as Braukmann, BRK, First Alert, Honeywell Home, Resideo, and others. Our ADI Global Distribution segment is a leading, global specialty distributor of professionally installed low-voltage products, including security and AV solutions, serving commercial and residential markets through an omnichannel go-to-market platform.
Removed
Our ADI Global Distribution segment is a leading wholesale distributor of low-voltage products including security, fire, and access control, and participates significantly in the broader related markets of smart home, residential audio-visual, professional audio-visual, power management, networking, data communications, wire and cable, enterprise connectivity, and structured wiring products.
Added
ADI Global Distribution sells primarily to licensed professional installers, dealers, and integrators. We offer an expansive list of products from leading suppliers across key specialty low-voltage categories. ADI complements our third-party supplier products with a suite of exclusive brands and services offerings.
Removed
In addition, ADI Global Distribution partners with a network of contract manufacturers and joint-development suppliers to produce a full range of proprietary smart-home technology products and solutions under our own exclusive brands. These products may be found in residential and commercial settings and utilize proprietary software platforms such as Control4 and OvrC for project commissioning and remote monitoring.
Added
Outlook For 2026, we anticipate executing our business operations against a highly dynamic global macroeconomic environment. The vast majority of costs associated with the building products that the Products and Solutions segment sells in the U.S. are incurred in Mexico.
Removed
Despite some signals that new U.S. residential home building is back to normal levels and the outlook for U.S. repair and 25 Table of Contents Resideo Technologies, Inc. remodeling has reverted to modest low-single digit percentage growth, U.S. mortgage rates remain high, the existing U.S. home re-sale market is still soft, and inflation remains persistent globally.
Added
Most Products and Solutions products manufactured in Mexico, along with a significant portion of the ADI Global Distribution segment products sourced in Mexico, are currently exempt from tariffs under the USMCA or specific commodity exceptions.
Removed
Refer to Note 4. Segment Financial Data for additional information.
Added
Tariff impacts related to imported products that are not subject to the USMCA or another exception may be impacted by the new tariff surcharge of at least 10%.
Removed
The increase was partially offset by $105 million of lower sales from the divestiture of the Genesis business in 2023, and $6 million of unfavorable foreign currency fluctuations. The price increases at Product and Solutions were offset by the decreases at ADI Global Distribution, resulting in minimal impact from price on net revenue. 26 Table of Contents Resideo Technologies, Inc.
Added
We will continue to take actions to address the cost 25 Table of Contents Resideo Technologies, Inc. impact of any tariffs that affect our business; however, rising prices and other macroeconomics factors may lead to lower purchase levels by our customers. We are monitoring these dynamics closely and will adjust our business operations as appropriate.
Removed
Gross Profit The chart below presents the drivers of the gross profit variance from the years ended December 31, 2023 to December 31, 2024. (1) Includes only the Snap One acquisition and Genesis divestiture Gross profit of $1,901 million increased $205 million and gross margin of 28.1% was up 90 basis points (“bps”) from the prior year.
Added
Also, we anticipate slow growth in the U.S. residential housing market and a moderation of growth in the non-residential construction market. Based on the aforementioned, our 2026 revenue outlook is growth in the mid-single-digits range year-over-year. Basis of Presentation and Reclassifications Refer to Note 1. Nature of Operations and Basis of Presentation of the Notes to Consolidated Financial Statements.
Removed
Commitments and Contingencies, and a net gain on sale of assets and divestiture of $22 million, which was partially offset by $6 million of other costs including pension and foreign currency impacts.
Added
The following table represents results of operations on a consolidated basis for the periods indicated: 26 Table of Contents Resideo Technologies, Inc.
Removed
Tax Expense Income tax expense of $105 million for the year ended December 31, 2024, includes $1 million of discrete tax benefit. The effective tax rate for the year ended December 31, 2024, excluding discrete tax benefits of $1 million, was 47.8% versus 37.9% for the same period in 2023, which excluded a discrete tax benefit of $16 million.
Added
Net Revenue Net revenue for the year ended December 31, 2025 was $7,472 million, an increase of $711 million, or 10.5%, compared to the same period in 2024.
Removed
Products and Solutions revenue decreased $108 million, or 4.0%, as compared to the same period in 2023, due to $105 million from the divestiture of the Genesis business, lower sales volume of $24 million and unfavorable foreign currency fluctuations of $10 million. The decrease was partially offset by price increases of $31 million.
Added
The increase was primarily due to $446 million of revenue from the acquisition of Snap One, $193 million from favorable price and mix, $47 million from higher sales volume, and $32 million from favorable foreign currency exchange rates. 27 Table of Contents Resideo Technologies, Inc.
Removed
Income from operations increased $57 million, or 12.8%, from the same period in 2023, primarily due to lower material, freight and other manufacturing costs of $101 million, lower restructuring expenses of $13 million, lower selling, general and administrative expenses of $5 million, and lower research and development expenses of $1 million.
Added
Gross Profit The chart below presents the drivers of the gross profit variance from the years ended December 31, 2024 to December 31, 2025. Gross profit for the year ended December 31, 2025 was $2,196 million, an increase of $295 million, or 15.5%, compared to the same period in 2024, as shown in the above waterfall.
Removed
ADI Global Distribution net revenue increased $627 million, or 17.6%, as compared to the same period in 2023, primarily due to $553 million of revenue from the acquisition of Snap One, $98 million from higher volumes, and favorable foreign currency fluctuations of $4 million. The increase was partially offset an unfavorable price impact of $31 million.
Added
Gross margin rate for the year ended December 31, 2025 was 29.4%, an increase of 130 basis points (“bps”) from the prior year. The increase was primarily driven by favorable price and mix shift of 100 bps, and favorable impacts from the acquisition of Snap One of 50 bps.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+3 added−0 removed2 unchanged
Biggest changeIn connection with our acquisition of Snap One in 2024, we assumed an interest rate cap agreement with a current notional of $344 million and a strike rate of 4.79%. As of December 31, 2024, an increase in interest rates by 100 bps would have an approximately $2 million impact on our annual interest expense.
Biggest changePursuant to the terms of the Interest Rate Cap, we paid a premium of $7 million at the maturity date of December 31, 2025; therefore, the instrument was fully settled and is no longer outstanding. As of December 31, 2025, an increase in interest rates by 100 bps would have an approximately $22 million impact on our annual interest expense.
While we primarily transact with customers and suppliers in the U.S. dollar, we also transact in foreign currencies, primarily including the British Pound, Canadian Dollar, Euro, Mexican Peso, Indian Rupee, and Czech Koruna. These exposures may impact total assets, liabilities, future earnings and/or operating cash flows.
While we primarily transact with customers and suppliers in the U.S. dollar, we also transact in foreign currencies, primarily including the British Pound, Mexican Peso, Euro, Canadian Dollar, Indian Rupee, and Czech Koruna. These exposures may impact total assets, liabilities, future earnings and/or operating cash flows.
For more information on the Swap Agreements and assumed interest rate cap, refer to Note 12 . Derivative Financial Instruments to Consolidated Financial Statements. Foreign Currency Exchange Rate Risk We are exposed to market risks from changes in currency exchange rates.
For more information on the Swap Agreements and Interest Rate Cap, refer to Note 12 . Derivative Financial Instruments of the Notes to Consolidated Financial Statements. Foreign Currency Exchange Rate Risk We are exposed to market risks from changes in currency exchange rates.
In limited situations, we may not be fully compensated for such changes in costs. 36 Table of Contents
In limited situations, we may not be fully compensated for such changes in costs. 37 Table of Contents
Interest Rate Risk As of December 31, 2024, the Swap Agreements, with a notional value of $560 million, effectively convert a portion of our $1,115 million long-term variable rate A&R Term B Facility to a rate based on Term SOFR with a minimum rate of 0.39% per annum to a base fixed weighted average rate of 1.13% over the remaining terms.
Specifically, the Swap Agreements effectively convert a portion of our variable interest rate obligations to a rate based on Term SOFR with a minimum rate of 0.39% per annum to a base fixed weighted average rate of 1.57% over the remaining terms.
We manage our exposure to these market risks through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments.
We manage our exposure to these market risks through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments. Interest Rate Risk In March 2021, we entered into eight interest rate swap agreements (“Swap Agreements”) with several financial institutions for a combined notional value of $560 million.
As of December 31, 2024, we have no outstanding foreign currency hedging arrangements. Commodity Price Risk While we are exposed to commodity price risk, we attempt to pass through significant changes in component and raw material costs to our customers based on the contractual terms of our arrangements.
Current macroeconomic and geopolitical factors, including commodity-based tariffs and export restrictions on critical materials such as rare earth minerals, may increase the risk of price volatility. We attempt to pass through significant changes in component and raw material costs to our customers based on the contractual terms of our arrangements.
Added
As of December 31, 2025, the remaining Swap Agreements, with a notional value of $280 million, effectively convert a portion of our $2,331 million long-term variable rate A&R Term B Facility to fixed-rate debt.
Added
Additionally, our Interest Rate Cap notional value, which matured on December 31, 2025, was $342 million with a strike rate of 4.79% which effectively capped SOFR on the notional amount at that rate.
Added
As of December 31, 2025, we have no outstanding foreign currency hedging arrangements. 36 Table of Contents Resideo Technologies, Inc. Commodity Price Risk We are exposed to price risk for commodities used in manufacturing including steel, aluminum, copper, brass, gold, silver, nickel, as well as other critical components such as semiconductors, memory cells, connectors, and printed circuit boards.

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