Adi Global Distribution Inc 8-K, filed Nov 12, 2026
Adi Global Distribution Inc. (ADIG)
8-K
2026-11-12
For: 2026-11-12
View Original
Added on
November 12, 2026
About this 8-K
Adi Global Distribution Inc filed this 8-K on November 12, 2026.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (631 ) 692-1000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol: | Name of Each Exchange on Which Registered: |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2026, ADI Global Distribution Inc. (the "Company") issued a press release announcing its
results for the quarter ended October 3, 2026, which is furnished herewith as Exhibit 99.1. The information furnished
pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be
deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange
Act.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 12, 2026 | ADI GLOBAL DISTRIBUTION INC. | ||
By: | /s/ Jeannine J. Lane | ||
Name: | Jeannine J. Lane | ||
Title: | Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | ||
1 The Company defines Adjusted Standalone EBITDA as Adjusted EBITDA less estimated recurring and ongoing costs
required to operate as a new independent public company.
Exhibit 99.1
ADI Announces Third Quarter 2026 Financial Results and Updates Full-Year Outlook
•Net revenue of $1,306 million, up 9% year-over-year; average daily sales increased 5%
•Gross margin of 20.9%; down 170 basis points year-over-year
•Net loss of $655 million, including a $659 million non-cash goodwill impairment charge, compared to net income
of $26 million in the prior-year quarter; Adjusted Standalone EBITDA1 of $66 million, or 5.1% of net revenue,
compared to $76 million or 6.3% of net revenue in the prior-year quarter
•Net cash provided by operating activities of $64 million
•Updates full-year 2026 financial guidance
MELVILLE, New York, November 12, 2026 – ADI Global Distribution Inc. (“ADI”) (NYSE: ADIG), a leading global
specialty distributor of low-voltage products, today announced financial results for its third quarter 2026 ended October 3,
2026 and updated its outlook for the remainder of 2026.
ADI operated as part of Resideo Technologies, Inc. (“Resideo”) for a portion of the third quarter of 2026 prior to the spin-
off on August 3, 2026, and the historical financial information presented in this release prior to the spin-off was derived
from Resideo’s accounting records and is presented on a carve-out accounting basis.
ADI third quarter 2026 net revenue was $1,306 million, up 8.6% year-over-year, reflecting average daily sales growth of
5% year-over-year and two additional selling days in the current quarter. Growth also benefited from an easier comparison
with the prior-year quarter, when revenue was affected by disruptions associated with the Americas ERP conversion.
Higher sales in security, professional audio-visual, fire and life safety and data communications were partially offset by
lower residential audio-visual sales, primarily reflecting continued weakness in the U.S. housing market.
Gross margin was 20.9% in third quarter 2026, compared to 22.6% in third quarter 2025. The decline primarily relates to
unfavorable customer and product mix and inventory-related charges, as well as the comparison with a temporary prior-
year tariff benefit when selling-price increases took effect ahead of higher inventory costs. These pressures were partially
offset by tariff refunds and a benefit from spin-off related inventory adjustments. Excluding these two items, gross margin
was 20.0%.
Research and development expenses decreased $1 million due primarily to people and operating expense reductions.
Selling, general and administrative expenses were up $12 million to $202 million primarily reflecting higher facility costs
associated with real estate and distribution center consolidation, merit and cost inflation impacts, investments in third-party
spend in the business, increases in finance, legal, human resources, information technology, and other standalone costs
which were higher as compared to those allocated in the carve-out financials in the prior period.
During the third quarter of 2026, the Company recognized a non-cash goodwill impairment charge of $659 million
following an interim quantitative impairment assessment that was triggered by continued weakness in the residential
market, together with lower projected earnings and cash flows, declines in our stock price and market capitalization. The
revised projections reflect continued residential market weakness affecting demand for Exclusive Brands products and
unfavorable product and customer mix.
Including this charge, loss from operations was $634 million in third quarter 2026 compared to income from operations of
$41 million in third quarter 2025.
Adjusted Standalone EBITDA decreased 13% to $66 million in third quarter 2026 compared to $76 million in third quarter
2025.
Management Remarks
“Third-quarter profitability was below our expectations, primarily reflecting a continued challenging residential market and
weaker-than-anticipated demand and product mix in our Exclusive Brands offering. A greater share of commercial sales
from lower-margin national accounts and projects also weighed on profitability. These results fell short of our standards,
and we are lowering our full-year outlook to reflect the third-quarter shortfall and further weakness in Exclusive Brands in
the fourth quarter,” said Rob Aarnes, ADI’s President and CEO.
“With our transition to an independent public company complete, we are focused on strengthening execution and
improving performance in a challenging operating environment. We expect to exit 2026 with approximately $60 million in
annualized gross cost savings and remain on track to achieve our $80 million objective by the end of 2027 on a run rate
basis. We are also developing additional cost reductions beyond that program to align our cost structure with current
demand trends. In parallel, we are executing our One ADI transformation, integrating our systems and simplifying our
operations to support long-term growth. These efforts, together with our leading market positions and differentiated
omnichannel model, position ADI for long-term profitable growth and shareholder value creation.”
Balance Sheet and Capital Allocation
As of October 3, 2026, ADI's liquidity consists of approximately $208 million of cash and cash equivalents and a $500
million fully undrawn revolving credit facility. ADI expects to generate consistent cash flow, benefiting from its capital-
efficient business model.
Outlook
The Company is lowering its full-year 2026 outlook to reflect third-quarter performance and further weakness in Exclusive
Brands in October. The revised outlook assumes these demand and mix pressures persist through the remainder of the year.
($ in millions) | Nine Months Ended (1) | Q4 2026 | Full Year 2026 |
Net revenue | $3,798 | $1,112 - 1,132 | $4,910 - $4,930 |
Non-GAAP Adjusted Standalone EBITDA (Estimate) | $202 | $28 - $38 | $230 - $240 |
(1) Nine Months Ended 2026 represents results for the nine months ended October 3, 2026, as presented below.
Conference Call and Webcast Details
ADI will hold a conference call with investors on November 12, 2026, at 8:30 a.m. ET. The webcast can be accessed at
https://investor.adiglobal.com, where the webcast link and related materials will be posted before the call. A replay of the
webcast will be available following the presentation.
About ADI
ADI is a global specialty distributor of professionally installed low-voltage products serving commercial and residential
markets through an omnichannel go-to-market platform. Within North America, ADI is a market-leading distributor in the
professionally installed security, fire/life safety and residential audio-visual product categories. We offer over 500,000
products from more than 1,000 suppliers across key specialty low-voltage categories with strong proximity to our
customers with a large network of store locations.
Contacts: |
Investors: |
Hunter Blankenbaker |
Senior Director of Investor Relations |
Investorrelations@adiglobal.com |
Media: |
Adrienne Zimoulis |
Senior Director of Communications |
Adrienne.Zimoulis@adiglobal.com |
Forward-Looking Statements
This press release and the related conference call contain “forward-looking statements.” All statements, other than
statements of fact, that address activities, events or developments that we or our management intend, expect, project,
believe or anticipate will or may occur in the future are forward-looking statements. Although we believe forward-looking
statements are based upon reasonable assumptions, such statements involve known and unknown risks and uncertainties
that may cause the actual results or performance of ADI to differ materially from such forward-looking statements. Such
risks and uncertainties include, but are not limited to, (1) our ability to achieve our outlook regarding the remainder of
2026, cash flow expectations and proposed use of cash, and goal to reduce leverage, (2) our ability to recognize the
expected savings from, and the timing and impact of, our existing and anticipated cost reduction actions, and our ability to
optimize our portfolio and operational footprint, (3) the amount of our obligations and the nature of our contractual
restrictions pursuant to, and disputes that have or may hereafter arise under the agreements we entered into with Resideo in
connection with the spin-off of ADI from Resideo, (4) the ability of ADI to drive increased customer value, profitability,
cash generation, gross margin improvement, and financial returns and enhance strategic and operational capabilities,
including the implementation of One ADI and dynamic pricing capabilities, (5) risks and uncertainties relating to tariffs
that have been or may be imposed by the United States and other governments, (6) risks related to our completed
separation from Resideo and that we may experience operational or other disruptions as a result of the separation, and (7)
the other risks described under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking
Statements” in our Registration Statement on Form 10, as amended, and other periodic filings we make from time to time
with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance, and
actual results, developments, and business decisions may differ from those envisaged by our forward-looking statements.
Except as required by law, we undertake no obligation to update such statements to reflect events or circumstances arising
after the date of this press release and we caution investors not to place undue reliance on any such forward-looking
statements.
Non-GAAP Financial Measures
This press release includes certain “non-GAAP financial measures” as defined under the Securities Exchange Act of 1934.
Management believes the use of such non-GAAP financial measures assists investors in understanding the ongoing
operating performance of ADI by presenting financial results between periods on a more comparable basis. Such non-
GAAP financial measures should not be construed as an alternative to reported results determined in accordance with U.S.
GAAP. Readers should also consider the limitations associated with these non-GAAP financial measures, including the
potential lack of comparability of these measures from one company to another.
The Company uses non-GAAP financial measures to supplement the financial measures prepared in accordance with U.S.
GAAP. These include Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Standalone EBITDA (estimate) and
Adjusted Standalone EBITDA margin (estimate).
Below are definitions and reconciliations of certain non-GAAP financial measures to the most directly comparable
financial measures calculated and presented in accordance with U.S. GAAP. Management believes that, when considered
together with reported amounts, these measures are useful to investors and management in understanding our ongoing
operations and in the analysis of ongoing operating trends. Management believes these non-GAAP financial measures
provide investors with a meaningful measure of its performance period to period, align the measures to how management
evaluates performance internally, and make it easier for investors to compare our performance to peers. These measures
should be considered in addition to, and not as replacements for, the most directly comparable U.S. GAAP measure.
The Company defines Adjusted EBITDA as net (loss) income excluding income taxes, depreciation and amortization,
interest income and expense, stock-based compensation expense, Indemnification Agreement expense, restructuring
expense, transaction related expenses, and other expense and certain other items that are otherwise of an unusual or non-
recurring nature (including but not limited to impairment charges, litigation and insurance settlements, and gains and losses
on disposal of assets). The Company defines Adjusted EBITDA Margin as Adjusted EBITDA divided by Net revenue.
The Company defines Adjusted Standalone EBITDA (estimate) as Adjusted EBITDA less estimated recurring and ongoing
costs required to operate as a new independent public company. The Company defines Adjusted Standalone EBITDA
Margin (estimate) as Adjusted Standalone EBITDA (estimate) divided by Net revenue.
We believe these measures are useful to investors as they provide greater transparency with respect to supplemental
information used by management in its financial and operational decision making, as well as understanding ongoing
operating trends.
A reconciliation of the forecasted range for Adjusted Standalone EBITDA (estimate) for the fourth quarter of 2026 and for
the full year 2026 are not included in this release due to the number of variables in the projected range and because we are
currently unable to quantify accurately without unreasonable efforts certain amounts that would be required to be included
in the U.S. GAAP measure or the individual adjustments for such reconciliation. In addition, we believe such reconciliation
would imply a degree of precision that would be confusing or misleading to investors.
ADI GLOBAL DISTRIBUTION INC.
CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended | Nine Months Ended | ||||||
(in millions, except per share amounts) | October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |||
Net revenue | $1,306 | $1,203 | $3,798 | $3,601 | |||
Cost of goods sold | 1,033 | 931 | 2,977 | 2,804 | |||
Gross profit | 273 | 272 | 821 | 797 | |||
Operating expenses: | |||||||
Selling, general and administrative expenses | 202 | 190 | 607 | 561 | |||
Impairment of goodwill | 659 | – | 659 | – | |||
Research and development expenses | 10 | 11 | 33 | 28 | |||
Intangible asset amortization | 24 | 24 | 73 | 70 | |||
Transaction related expenses | 12 | 5 | 38 | 9 | |||
Restructuring expenses | – | 1 | 7 | 6 | |||
Total operating expenses | 907 | 231 | 1,417 | 674 | |||
(Loss) income from operations | (634) | 41 | (596) | 123 | |||
Indemnification Agreement expense | – | – | – | 364 | |||
Other expense (income), net | 1 | 1 | 3 | (1) | |||
Interest expense | 19 | 17 | 52 | 29 | |||
Interest income | (1) | (2) | (4) | (6) | |||
(Loss) income before taxes | (653) | 25 | (647) | (263) | |||
Provision for (benefit from) income taxes | 2 | (1) | 3 | 9 | |||
Net (loss) income | $(655) | $26 | $(650) | $(272) | |||
(Loss) earnings per common share: | |||||||
Basic | $(8.65) | $0.34 | $(8.59) | $(3.58) | |||
Diluted | $(8.65) | $0.34 | $(8.59) | $(3.58) | |||
Weighted average common shares outstanding: | |||||||
Basic | 76 | 76 | 76 | 76 | |||
Diluted | 76 | 76 | 76 | 76 | |||
ADI GLOBAL DISTRIBUTION INC.
CONSOLIDATED AND COMBINED CONDENSED BALANCE SHEETS
(UNAUDITED)
(in millions, except share and per share amounts) | October 3, 2026 | December 31, 2025 | |
ASSETS | |||
Current assets: | |||
Cash and cash equivalents | $208 | $124 | |
Accounts receivable, net | 790 | 659 | |
Inventories, net | 1,064 | 1,036 | |
Other current assets | 189 | 154 | |
Total current assets | 2,251 | 1,973 | |
Property, plant and equipment, net | 112 | 107 | |
Goodwill | 400 | 1,066 | |
Intangible assets, net | 687 | 744 | |
Operating lease right-of-use assets | 245 | 236 | |
Due from related parties - non-current | – | 13 | |
Other assets | 11 | 13 | |
Total assets | $3,706 | $4,152 | |
LIABILITIES AND EQUITY | |||
Current liabilities: | |||
Accounts payable | $746 | $717 | |
Accrued liabilities | 178 | 175 | |
Current portion of operating lease liabilities | 41 | 37 | |
Due to related parties - current | – | 68 | |
Total current liabilities | 965 | 997 | |
Long-term debt | 980 | 1,185 | |
Non-current portion of operating lease liabilities | 218 | 209 | |
Deferred tax liabilities | 90 | 60 | |
Other liabilities | 16 | 17 | |
Total liabilities | 2,269 | 2,468 | |
Equity: | |||
Preferred stock, par value of $0.001 per share, 100 million shares authorized, 150 thousand shares issued and outstanding and $1,000 liquidation preference at October 3, 2026 | 150 | – | |
Common stock, par value of $0.001 per share, 700 million shares authorized, 76 million shares issued and outstanding at October 3, 2026 | – | – | |
Treasury stock, at cost | (1) | – | |
Additional paid-in-capital | 1,983 | – | |
Net Former Parent investment | – | 1,726 | |
Accumulated deficit | (648) | – | |
Accumulated other comprehensive loss, net | (47) | (42) | |
Total equity | 1,437 | 1,684 | |
Total liabilities and equity | $3,706 | $4,152 |
ADI GLOBAL DISTRIBUTION INC.
CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended | |||
(in millions) | October 3, 2026 | September 27, 2025 | |
Cash Flows From Operating Activities: | |||
Net loss | $(650) | $(272) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Impairment of goodwill | 659 | – | |
Depreciation and amortization | 89 | 86 | |
Restructuring expenses | 7 | 6 | |
Stock-based compensation expense | 19 | 18 | |
Operating lease right-of-use-asset amortization | 29 | 27 | |
Other, net | 5 | 2 | |
Changes in assets and liabilities: | |||
Accounts receivable, net | (137) | (93) | |
Inventories, net | (35) | (57) | |
Other current assets | (35) | (14) | |
Accounts payable | 34 | (28) | |
Accrued liabilities | 7 | 4 | |
Lease liabilities | (27) | (25) | |
Obligations payable under the Indemnification Agreement | – | (270) | |
Other, net | 23 | – | |
Net cash used in operating activities | (12) | (616) | |
Cash Flows From Investing Activities: | |||
Capital expenditures | (37) | (37) | |
Related party loan activity, net | 13 | (13) | |
Other investing activities, net | 2 | – | |
Net cash used in investing activities | (22) | (50) | |
Cash Flows From Financing Activities: | |||
Proceeds from issuance of long-term debt, net of issuance costs | 988 | – | |
Net transfers from Former Parent | 98 | 621 | |
Net decrease in due to related parties related to cash pooling arrangements | (65) | (5) | |
Cash distribution to Former Parent | (900) | – | |
Other financing activities, net | (5) | – | |
Net cash provided by financing activities | 116 | 616 | |
Effect of exchange rate changes on cash and cash equivalents | 2 | 6 | |
Net increase (decrease) in cash and cash equivalents | 84 | (44) | |
Cash and cash equivalents at beginning of period | 124 | 137 | |
Cash and cash equivalents at end of period | $208 | $93 | |
NON-GAAP RECONCILIATIONS
ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN, ADJUSTED STANDALONE EBITDA (ESTIMATE) AND
ADJUSTED STANDALONE EBITDA MARGIN (ESTIMATE)
(Unaudited)
Three Months Ended | Nine Months Ended | ||||||
(in millions, except percentages) | October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |||
Net (loss) income | $(655) | $26 | $(650) | $(272) | |||
Provision for (benefit from) income taxes | 2 | (1) | 3 | 9 | |||
Impairment of goodwill | 659 | – | 659 | – | |||
Depreciation and amortization | 30 | 29 | 89 | 86 | |||
Interest expense | 19 | 17 | 52 | 29 | |||
Interest income | (1) | (2) | (4) | (6) | |||
Indemnification Agreement expense (1) | – | – | – | 364 | |||
Stock-based compensation expense (2) | 7 | 6 | 19 | 18 | |||
Restructuring expenses (3) | – | 1 | 7 | 6 | |||
Transaction related expenses (4) | 12 | 5 | 38 | 9 | |||
Spin-Off inventory basis adjustment (5) | (8) | – | (8) | – | |||
Other (6) | 1 | 1 | 3 | (1) | |||
Adjusted EBITDA | $66 | $82 | $208 | $242 | |||
Estimated incremental recurring expenses (7) | – | (6) | (6) | (18) | |||
Adjusted Standalone EBITDA (estimate) | $66 | $76 | $202 | $224 | |||
Net revenue | $1,306 | $1,203 | $3,798 | $3,601 | |||
Adjusted EBITDA Margin | 5.1% | 6.8% | 5.5% | 6.7% | |||
Adjusted Standalone EBITDA Margin (estimate) | 5.1% | 6.3% | 5.3% | 6.2% | |||
(1)Represents the allocated portion of the expense related to the Honeywell Indemnification Agreement.
(2)Represents non-cash compensation expenses recognized for stock-based compensation arrangements.
(3)Consists of non-recurring charges associated with restructuring initiatives.
(4)For the three and nine months ended October 3, 2026, represents $12 million and $38 million of transaction costs related
to the Spin-Off. For the three months ended September 27, 2025, represents $3 million of Snap One integration costs and
$2 million of transaction costs related to the Spin-Off. For the nine months ended September 27, 2025, represents $7
million of Snap One integration costs and $2 million of transaction costs related to the Spin-Off.
(5)Represents the benefit to cost of goods sold associated with inventory held at the Spin-Off that was previously purchased
from Resideo and reflected historical intercompany profit eliminations. The Company excludes this benefit from
Adjusted EBITDA as the related inventory is sold.
(6)Represents amounts included in Other expense (income), net reported on the Unaudited Consolidated and Combined
Condensed Statement of Operations.
(7)Represents estimated costs above allocated corporate expenses expected to be incurred within certain corporate
functions, including finance, IT, legal and human resources. No adjustment was included for the three months ended
October 3, 2026, as standalone costs for the period following the Separation were reflected in actual expenses.