UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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 1.01 Entry into a Material Definitive Agreement
On June 24, 2026, Resideo Funding Inc., a wholly-owned subsidiary of Resideo Technologies, Inc. (the “Company”) merged with and into Resideo Funding II LLC, a wholly-owned subsidiary of the Company, with Resideo Funding II LLC continuing as the surviving entity (the “Merger”). In connection with the Merger:
| a) | Resideo Funding II LLC, by supplemental indentures (the “Supplemental Indentures”), assumed Resideo Funding Inc.’s obligations under Resideo Funding Inc.’s outstanding 4.000% Senior Notes due 2029 and 6.500% Senior Notes due 2032 (collectively the “Notes”) and the respective indentures governing the Notes; and |
| b) | Resideo Funding II LLC, by a joinder to second amended and restated credit agreement and borrower assumption (the “Borrower Assumption”), assumed Resideo Funding Inc.’s obligations as the “Borrower” and as a “Loan Party” under the Credit Agreement (as defined below) and the other loan documents relating thereto. In connection with the Borrower Assumption, Resideo Funding II LLC also entered into supplements to certain of such loan documents, pursuant to which (i) Resideo Funding II LLC granted to the Administrative Agent (as defined below) a security interest in Resideo Funding II LLC’s right, title and interest in, to and under substantially all of its assets and (ii) Resideo Funding II LLC agreed to guarantee the obligations of the Company and its subsidiaries (except with respect to obligations of the “Borrower”) under the Credit Agreement and the loan documents relating thereto. For purposes of this clause (b), “Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of June 4, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, Resideo Holding Inc., Resideo Intermediate Holding Inc., Resideo Funding Inc., the other companies party thereto, the financial institutions party thereto as lenders and issuing banks and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). |
The foregoing descriptions of the Supplemental Indentures and the Borrower Assumption do not purport to be complete and are qualified in their entirety by reference to the complete text of the Supplemental Indentures and the Borrower Assumption, copies of which are filed as Exhibits 4.1, 4.2 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events
On June 22, 2026, the Company and Honeywell International Inc., a corporation organized under the laws of the State of Delaware (“Honeywell”) entered into that certain Termination and Release Agreement, dated as of June 22, 2026 (the “Termination Agreement”), pursuant to which the parties agreed to terminate that certain Tax Matters Agreement, dated as of October 19, 2018 by and between the Company and Honeywell (the “TMA”) which was entered into as part of the spin-off of the Company from Honeywell. Pursuant to the Termination Agreement, the Company is required to pay Honeywell a one-time cash payment of $11,600,000. The Termination Agreement also contains a mutual release of claims related to, arising out or otherwise in connection with the TMA and other tax-related liabilities related to, arising out, or otherwise in connection with, that certain Separation and Distribution Agreement, dated as of October 19, 2018, by and between the Company and Honeywell and the ancillary agreements entered into in connection therewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Eighth Supplemental Indenture, dated June 24, 2026, to the Senior Notes Indenture, dated August 26, 2021. | |
| 4.2 | Third Supplemental Indenture, dated June 24, 2026, to the Senior Notes Indenture, dated July 17, 2024. | |
| 10.1^ | Joinder to Second Amended and Restated Credit Agreement and Borrower Assumption, dated June 24, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| ^ | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| RESIDEO TECHNOLOGIES, INC. | ||
| By: | /s/ Jeannine J. Lane | |
| Name: | Jeannine J. Lane | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
|
Date: June 24, 2026
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Exhibit 4.1
Execution Version
EIGHTH SUPPLEMENTAL INDENTURE
Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of June 24, 2026, among Resideo Funding Inc., a Delaware corporation (the “Initial Issuer”), Resideo Funding II LLC, a Delaware limited liability company (the “Assumption Issuer”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
W I T N E S S E T H :
WHEREAS, each of the Initial Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture dated as of August 26, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 4.000% Senior Notes due 2029 (the “Notes”);
WHEREAS, pursuant to Section 5.01 of the Indenture, the Initial Issuer proposes to merge with and into the Assumption Issuer, with the Assumption Issuer as the surviving entity (the “Merger”) and, pursuant to this Supplemental Indenture, assume all of the rights and obligations of the Issuer under the Notes and the Indenture (the “Assumption”);
WHEREAS, pursuant to Section 9.01(a)(3) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to be Bound. The Assumption Issuer acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) unconditionally assume all of the Initial Issuer’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to the Assumption Issuer; and (iii) perform all obligations and duties required of the Initial Issuer pursuant to the Indenture. From and after the date hereof, all references in the Indenture to the “Issuer” shall refer to the Assumption Issuer instead of the Initial Issuer.
3. Notices. All notices or other communications to the Assumption Issuer shall be given as provided in Section 12.02 of the Indenture.
4. Execution and Delivery. The Assumption Issuer agrees that the Notes shall remain in full force and effect notwithstanding the absence of any endorsement of the Assumption Issuer on the Notes.
5. Release of Obligations. Pursuant to Section 5.02, upon the consummation of the Merger, the Initial Issuer shall be unconditionally and irrevocably released and discharged from all obligations and liabilities under the Indenture and the Notes.
6. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7. Waiver of Jury Trial. EACH OF THE INITIAL ISSUER, THE ASSUMPTION ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
8. Trustee Makes No Representation. The recitals contained herein shall be taken as the statements of the Initial Issuer or the Assumption Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Counterparts; Electronic Delivery. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
10. Effect of Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, | ||
| as Trustee | ||
| By: | /s/ Michael K. Herberger | |
| Name: | Michael K. Herberger | |
| Title: | Vice President | |
| RESIDEO FUNDING INC., | ||
| as Initial Issuer | ||
| By: | /s/ Jeannine Lane | |
| Name: | Jeannine Lane | |
| Title: | President and Secretary | |
| RESIDEO FUNDING II LLC, | ||
| as Assumption Issuer | ||
| By: | /s/ Ian Schlegel | |
| Name: | Ian Schlegel | |
| Title: | Treasurer | |
[Signature Page to Eighth Supplemental Indenture]
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Exhibit 4.2
Execution Version
THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of June 24, 2026, among Resideo Funding Inc., a Delaware corporation (the “Initial Issuer”), Resideo Funding II LLC, a Delaware limited liability company (the “Assumption Issuer”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
W I T N E S S E T H :
WHEREAS, each of the Initial Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture dated as of July 17, 2024 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 6.500% Senior Notes due 2032 (the “Notes”);
WHEREAS, pursuant to Section 5.01 of the Indenture, the Initial Issuer proposes to merge with and into the Assumption Issuer, with the Assumption Issuer as the surviving entity (the “Merger”) and, pursuant to this Supplemental Indenture, assume all of the rights and obligations of the Issuer under the Notes and the Indenture (the “Assumption”);
WHEREAS, pursuant to Section 9.01(a)(3) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to be Bound. The Assumption Issuer acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) unconditionally assume all of the Initial Issuer’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to the Assumption Issuer; and (iii) perform all obligations and duties required of the Initial Issuer pursuant to the Indenture. From and after the date hereof, all references in the Indenture to the “Issuer” shall refer to the Assumption Issuer instead of the Initial Issuer.
3. Notices. All notices or other communications to the Assumption Issuer shall be given as provided in Section 12.02 of the Indenture.
4. Execution and Delivery. The Assumption Issuer agrees that the Notes shall remain in full force and effect notwithstanding the absence of any endorsement of the Assumption Issuer on the Notes.
5. Release of Obligations. Pursuant to Section 5.02, upon the consummation of the Merger, the Initial Issuer shall be unconditionally and irrevocably released and discharged from all obligations and liabilities under the Indenture and the Notes.
6. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7. Waiver of Jury Trial. EACH OF THE INITIAL ISSUER, THE ASSUMPTION ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
8. Trustee Makes No Representation. The recitals contained herein shall be taken as the statements of the Initial Issuer or the Assumption Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Counterparts; Electronic Delivery. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
10. Effect of Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, | ||
| as Trustee | ||
| By: | /s/ Michael K. Herberger | |
| Name: | Michael K. Herberger | |
| Title: | Vice President | |
| RESIDEO FUNDING INC., | ||
| as Initial Issuer | ||
| By: | /s/ Jeannine Lane | |
| Name: | Jeannine Lane | |
| Title: | President and Secretary | |
| RESIDEO FUNDING II LLC, | ||
| as Assumption Issuer | ||
| By: | /s/ Ian Schlegel | |
| Name: | Ian Schlegel | |
| Title: | Treasurer | |
[Signature Page to Third Supplemental Indenture]
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Exhibit 10.1
Execution Version
JOINDER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWER ASSUMPTION
June 24, 2026
This Joinder to Second Amended and Restated Credit Agreement and Borrower Assumption (this “Agreement”), dated as of the date hereof, is made by Resideo Funding II LLC (the “New Borrower”) and Resideo Funding Inc. (the “Existing Borrower”) to and in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders under the Second Amended and Restated Credit Agreement referred to below.
Reference is made to the Second Amended and Restated Credit Agreement, dated as of June 4, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Resideo Technologies, Inc., Resideo Holding Inc., Resideo Intermediate Holding Inc., the Existing Borrower, the other companies party thereto, the financial institutions party thereto as lenders and issuing banks and the Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.
The New Borrower hereby acknowledges, agrees and elects to be a “Loan Party” for all purposes of and under the Credit Agreement and each of the other Loan Documents executed and delivered in connection therewith, effective from the date hereof. All references in the Credit Agreement and the other Loan Documents to the terms “Loan Party” or “Loan Parties” shall be deemed to include the New Borrower. By its execution of this Agreement, solely with respect to itself, the New Borrower hereby confirms that, as of the effective date of this Agreement, the representations and warranties contained in Article III of the Credit Agreement or any other Loan Document are true and correct in all respects (or, if any such representation or warranty is by its terms qualified by concepts of materiality, such representation or warranty is true and correct in all respects) with the same effect as if made on and as of the date hereof (or, to the extent stated to relate to a specific earlier date, on and as of such earlier date). Without limiting the generality of the foregoing, the New Borrower hereby agrees to perform all the obligations of a Loan Party under, and to be bound in all respects by the terms of, the Credit Agreement to the same extent and with the same force and effect as if it were a signatory party thereto as a Loan Party.
The parties hereby agree that immediately upon the Co-Borrower Merger, the New Borrower (i) shall become a party to the Credit Agreement as “Borrower” and a “Loan Party” under the Credit Agreement and the other Loan Documents with the same force and effect as if originally party thereto as Borrower and a Loan Party and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of Borrower and a Loan Party under the Credit Agreement, the Notes, if any, and under each other Loan Document, (ii) shall have all of the obligations and rights of Borrower and a Loan Party under the Credit Agreement, the Notes, if any, and the other Loan Documents, and (iii) shall be bound by all of the terms and provisions of the Credit Agreement.
As of the date hereof, Exhibits A, H, I, J-1, J-2, J-3, J-4, K, L and M to the Credit Agreement are hereby deleted and replaced with those Exhibits to the Credit Agreement attached as Annex I hereto.
Except as specifically modified hereby, all of the terms and conditions of the Credit Agreement and other Loan Documents shall remain unchanged and in full force and effect.
No reference to this Agreement need be made in the Credit Agreement or in any other Loan Document or other document or instrument making reference to the same, any reference to Loan Documents in any of such to be deemed a reference to the Credit Agreement, or other Loan Documents, as applicable, as modified hereby.
Each of the undersigned acknowledges that this Agreement shall be effective upon execution by the New Borrower, the Existing Borrower and the Administrative Agent. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Agreement that is an electronic signature transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.
[Remainder of Page Intentionally Left Blank; Signature Page to Follow]
| Very truly yours, | ||
| NEW BORROWER: | ||
| RESIDEO FUNDING II LLC | ||
| By: | /s/ Joshua Foster | |
| Name: | Joshua Foster | |
| Title: | Secretary | |
| EXISTING BORROWER: | ||
| RESIDEO FUNDING INC. | ||
| By: | /s/ Ian Schlegel | |
| Name: | Ian Schlegel | |
| Title: | Treasurer | |
[Signature page to Joinder to Second Amended and Restated Credit Agreement and Borrower Assumption]
| JPMORGAN CHASE BANK, N.A., | |||
| as Administrative Agent | |||
| By: | /s/ Alaina Moran | ||
| Name: | Alaina Moran | ||
| Title: | Vice President | ||
[Joinder to Second Amended and Restated Credit Agreement and Borrower Assumption]
Annex I
Amended and Restated Exhibits to Credit Agreement
[Joinder to Second Amended and Restated Credit Agreement and Borrower Assumption]