SCHEDULE: CD&R Boosts Resideo Stake to 19.9% with Recent Purchases

Sentiment:

Amendment to Schedule 13D


Clayton, Dubilier & Rice entities have increased their beneficial ownership in Resideo Technologies, Inc. to 19.9% through recent common stock purchases.

Capital raiseThe purchases of common stock by CD&R Holdings II were funded by "cash on hand from capital contributions from its partners." This indicates that the reporting person itself raised capital from its partners to fund these investments.
Better than expectedThe reporting persons have increased their beneficial ownership in Resideo Technologies, Inc. to 19.9%.CD&R Holdings II made significant open market purchases of common stock in early November 2025, indicating a continued positive outlook and investment in the company.

Summary

  • CD&R Channel Holdings II, L.P., CD&R Investment Associates XII, Ltd., and CD&R Associates XII, L.P. collectively beneficially own 33,478,322 shares of Resideo Technologies, Inc. common stock, representing 19.9% of the outstanding class.
  • This ownership includes 18,517,830 shares convertible from 498,500 shares of Series A Cumulative Convertible Participating Preferred Stock, based on an initial conversion price of $26.92.
  • An additional 14,960,492 shares of common stock are directly held by CD&R Channel Holdings II, L.P.
  • The percentage is calculated based on 149,714,944 common shares outstanding as of October 24, 2025, plus the 18,517,830 convertible shares, totaling 168,232,774 shares.
  • CD&R Channel Holdings II, L.P. made several open market purchases of common stock between November 10, 2025, and November 13, 2025, totaling 1,688,758 shares.
  • These purchases were funded by cash on hand from capital contributions from partners and cash dividends from Preferred Stock.

Sentiment

Score: 8

Explanation: The significant increase in beneficial ownership by a major institutional investor, coupled with recent open market purchases, suggests strong confidence in Resideo Technologies, Inc.'s value and future prospects. This is generally viewed as a positive signal for the company.

Positives

  • Reporting Persons, including CD&R Channel Holdings II, L.P., increased their beneficial ownership in Resideo Technologies, Inc. to 19.9%, indicating strong conviction in the company.
  • Recent open market purchases of 1,688,758 shares of common stock by CD&R Holdings II between November 10-13, 2025, at prices ranging from $30.265 to $32.51, demonstrate continued investment.

Risks

  • No specific risks related to the issuer's operations or financial health are detailed in this Schedule 13D amendment. The filing focuses solely on the reporting persons' ownership stake.

Future Outlook

The filing does not contain any forward-looking statements or guidance from the issuer or the reporting persons regarding the issuer's future performance.

Industry Context

This filing indicates a significant institutional investor, Clayton, Dubilier & Rice, is increasing its stake in Resideo Technologies, Inc., a company operating in the smart home and security solutions industry. Such an increase in ownership by a prominent private equity firm often signals a belief in the company's long-term value or potential for strategic changes, which could be a positive signal within the broader industry context for companies with similar profiles.

Comparison to Industry Standards

  • Not applicable. This filing is an ownership disclosure and does not contain performance metrics or operational results that can be directly compared to industry benchmarks or specific comparable companies/projects.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Investment and Voting Decision StructureInvestment and voting decisions regarding the reported securities are made by a majority vote of an investment committee of limited partners of CD&R Associates, consisting of more than ten individuals who are also investment professionals of Clayton, Dubilier & Rice, LLC.NAThis structure centralizes decision-making for the significant stake held by the Reporting Persons, indicating a coordinated investment strategy.
Management of General PartnerCD&R Investment Associates XII, Ltd., the general partner of CD&R Holdings II, is managed by a two-person board of directors: Donald J. Gogel and Nathan K. Sleeper.NAThis outlines the leadership structure for the entity overseeing a substantial portion of the beneficial ownership.

Stakeholder Impact

  • Shareholders: Increased institutional ownership by a prominent firm like CD&R could be seen as a vote of confidence, potentially stabilizing or boosting share price. It also signals active oversight or potential for strategic influence.
  • Management: The significant stake held by CD&R, and their active investment committee, implies a strong voice in corporate governance and strategic direction.

Next Steps

  • The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased or sold at each separate price within the ranges set forth in the filing.

Key Dates

DateDescription
2024-06-24Initial Schedule 13D filing date.
2024-11-27Amendment to Schedule 13D filed.
2025-05-09Amendment to Schedule 13D filed.
2025-07-25Amendment to Schedule 13D filed.
2025-08-18Amendment to Schedule 13D filed.
2025-10-24Date as of which 149,714,944 shares of Common Stock were outstanding, as reported in the Issuer's Form 10-Q.
2025-11-05Date the Issuer's Form 10-Q was filed, reporting common stock outstanding as of October 24, 2025.
2025-11-10Date CD&R Holdings II purchased 333,000 shares of Common Stock.
2025-11-11Date of event requiring this Schedule 13D filing; CD&R Holdings II purchased 390,000 shares of Common Stock.
2025-11-12Date CD&R Holdings II purchased 400,000 shares of Common Stock.
2025-11-13Date CD&R Holdings II purchased 278,939 and 287,819 shares of Common Stock; Date of signing of this Schedule 13D Amendment No. 5.

Recommendation

buy

The filing reveals that a sophisticated institutional investor, Clayton, Dubilier & Rice, has significantly increased its stake in Resideo Technologies, Inc. to 19.9% through recent open market purchases. This substantial investment, particularly the recent buying activity at current market prices, signals strong conviction in the company's valuation and future prospects. Such a move by a well-regarded firm often precedes positive strategic developments or a realization of underlying value, making it a compelling 'buy' signal for other investors.

Keywords

Resideo Technologies, CD&R, Clayton Dubilier & Rice, Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock, Institutional Investor, Equity Stake, Investment

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