Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
The spin-off of ADI Global Distribution business has impacted and will continue to impact Resideo’s financial results and leverage.
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/10-K filed Feb 24, 2026, compared with Feb 20, 2025
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Industrials · Hardware
Resideo Technologies, Inc. REZI
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 20, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
16 paragraphs in Risk Factors of the 10-K filed Feb 24, 2026 with nothing like them in the 10-K filed Feb 20, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
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. 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. 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. 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. 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. Similarly, certain of these factors have in the past, and could in the future, impact our supply chain and logistics network and could cause shipment delays, backlogs, longer lead times and higher transportation, import and export costs.
Any of these events could also reduce the volume of products and services these customers purchase from us or impair the ability of our customers to make full and timely payments and could cause increased pressure on our pricing and terms of sale. Accordingly, a significant or prolonged slowdown in economic activity in the U.S. or any other major world economy, or a segment of any such economy, could negatively impact our sales and results of operations.
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.
arising from such incidents may not be covered by, or may exceed the amount of any insurance available or may not be insurable.
On February 20, 2026, the U.S. Supreme Court issued its opinion that the tariffs imposed by the U.S. government under the International Emergency Economic Powers Act (“IEEPA”) were unauthorized. The opinion did not direct refunds or remedies, leaving the decision on that to the lower courts, and it is anticipated that there will be litigation on any remedies set by the lower courts. On a go-forward basis, the U.S. government directed agencies to take measures to cease collection of tariffs, but did not address how or when the tariff collection would stop or whether any refunds should be issued. Further, by a presidential proclamation a new tariff surcharge of not less than 10% was directed under the balance of payments statute (19 USC 2132) on all imports with certain exceptions for certain commodities (e.g., electronics, critical minerals) and United States-Mexico-Canada Agreement (“USMCA”) qualified products. The tariffs under this statute are intended to take effect on February 24, 2026, and will remain in effect for 150 days (the maximum under the statute). Tariffs have not been previously imposed under this statutory provision. We are currently evaluating the impacts of these actions on our business.
The proposed ADI Spin-Off is subject to various risks and uncertainties and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect our business.
Resideo’s proposed separation into two independent, publicly traded companies is complex in nature, and unanticipated developments or changes, including changes in the law, the macroeconomic environment, competitive conditions of Resideo’s markets, regulatory approvals or clearances, the uncertainty of the financial markets and challenges in executing the ADI Spin-Off, could delay or prevent the completion of the transaction or cause the transaction to occur on terms or conditions that are different or less favorable than expected. We expect to complete the ADI Spin-Off in the second half of 2026, subject to satisfaction of customary conditions, including among others, final approval from the Resideo Board of Directors, filing and effectiveness of a registration statement on Form 10 with the SEC, receipt of a tax opinion from our advisors and/or private letter ruling from the Internal Revenue Service, satisfactory completion of financing, and receipt of necessary consents and regulatory approvals. There can be no assurance that the conditions to the completion of the ADI Spin-Off will be satisfied or with respect to the ultimate timing of the intended transaction or that it will be completed at all.
The process of completing the proposed ADI Spin-Off has been and is expected to continue to be time-consuming and involves significant costs and expenses. The ADI Spin-Off costs may be significantly higher than what we currently anticipate and may not yield a discernible benefit if the ADI Spin-Off is not completed or is not well executed, or if the expected benefits of the ADI Spin-Off are not realized. Executing the proposed ADI Spin-Off will also require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business. Further, while it is intended that the transaction will be tax-free to the Company’s stockholders for U.S. federal income tax purposes, there is no assurance that the transaction will qualify for this treatment. If the ADI Spin-Off is ultimately determined to be taxable, either the Company, the spun-off entity and/or the Company’s stockholders could incur income tax liabilities that could be significant.
The ADI Spin-Off may not achieve the anticipated benefits and may expose us to additional risks.
We may not realize the anticipated strategic, financial, operational or other benefits of the ADI Spin-Off. Whether or not the spin-off is completed, we may face material challenges in connection with the intended separation, including but not limited to, attracting, retaining and motivating employees during the pendency of the ADI Spin-Off and following its completion; addressing disruptions to our supply chain, manufacturing, sales and distribution and other operations resulting from separating the Company into two independent companies; separating the Company’s information systems; and the impact of having to operate under the terms of any agreements we enter into in connection with the ADI Spin-Off.
Additionally, there is no assurance that following the ADI Spin-Off each separate company will be successful and we cannot predict whether the market value of our common stock after the intended separation will be, in the aggregate with the shares of the spun-off entity, less than, equal to or greater than the market value of our common stock prior to the separation. The trading price of our common stock may be more volatile prior to, around the time of or following the intended separation.
A spin-off of ADI Global Distribution business could adversely affect our earnings and cash flows.
ADI Global Distribution business contributed 64% of our revenue and 35% of our operating income during the twelve months ended December 31, 2025. If the ADI Spin-Off is completed, it may adversely affect our earnings and cash flows, which in turn may result in our failure to maintain our current credit ratings from independent rating agencies that could adversely affect our cost of capital and our liquidity and access to the capital markets. If our access to capital were to become constrained significantly, or if costs of capital increased significantly, that could have a material adverse impact on our business and results of operations.
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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.
of cash outside of the U.S. that are invested with foreign financial counterparties. These factors expose us to foreign exchange risk.
Paragraphs in the 10-Q filed Nov 10, 2026 that were not in the one before
New in the latest 10-Q
53 paragraphs in the 10-Q filed Nov 10, 2026 with nothing like them in the 10-Q filed Aug 12, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Three Months Ended Nine Months Ended (in millions, except per share data) October 3, 2026 September 27, 2025 October 3, 2026 September 27, 2025 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Revenue $ 727 $ 703 $ 2,217 $ 2,108 Cost of goods sold 433 419 1,325 1,270 Gross profit 294 284 892 838 Operating expenses: Research and development expenses 37 33 110 91 Selling, general and administrative expenses 159 135 445 403 Intangible asset amortization 6 7 19 21 Restructuring, impairment and extinguishment costs 20 3 43 4 Total operating expenses 222 178 617 519 Operating income 72 106 275 319 Indemnification Agreement expense — — — 972 Other expense (income), net 3 6 (80) 23 Interest expense, net 31 30 97 81 Income (loss) from continuing operations before taxes 38 70 258 (757) Provision (benefit) for income taxes 7 (20) 88 (22) Income (loss) from continuing operations, net of taxes 31 90 170 (735) Income (loss) from discontinued operations, net of taxes (9) 66 (13) 72 Net income (loss) 22 156 157 (663) Less: preferred stock dividends 7 9 24 26 Less: undistributed income allocated to preferred stockholders 2 16 15 — Net income (loss) available to common stockholders $ 13 $ 131 $ 118 $ (689) Income (loss) from continuing operations, net of taxes $ 31 $ 90 $ 170 $ (735) Less: preferred stock dividends 6 6 18 18 Less: undistributed income allocated to preferred stockholders 3 9 17 — Income (loss) from continuing operations, net of taxes, available to common stockholders $ 22 $ 75 $ 135 $ (753) Income (loss) from discontinued operations, net of taxes $ (9) $ 66 $ (13) $ 72 Less: preferred stock dividends 1 3 6 8 Less: undistributed (loss) income allocated to preferred stockholders (1) 7 (2) — Income (loss) from discontinued operations, net of taxes, available to common stockholders $ (9) $ 56 $ (17) $ 64 Net income (loss) available to common stockholders $ 13 $ 131 $ 118 $ (689) Earnings (loss) per common share: Basic earnings (loss) per share from continuing operations $ 0.14 $ 0.50 $ 0.89 $ (5.05) Basic earnings (loss) per share from discontinued operations (0.06) 0.38 (0.11) 0.43 Basic earnings (loss) per share attributable to common shareholders $ 0.08 $ 0.88 $ 0.78 $ (4.62) Diluted earnings (loss) per share from continuing operations $ 0.14 $ 0.49 $ 0.88 $ (5.05) Diluted earnings (loss) per share from discontinued operations (0.06) 0.36 (0.11) 0.43 Diluted earnings (loss) per share attributable to common shareholders $ 0.08 $ 0.85 $ 0.77 $ (4.62) Weighted average common shares outstanding: Basic 152 149 151 149 Diluted 154 154 154 149
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Adjustments to reconcile net income (loss) from continuing operations to net cash from operating activities:
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Net cash provided by (used in) continuing operations operating activities 111 (1,456)
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Net cash (used in) provided by discontinued operations operating activities (107) 20
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Net cash (used in) provided by continuing operations financing activities (285) 1,167
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Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (9) 9
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Less: cash, cash equivalents and restricted cash of discontinued operations — 93
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Cash, cash equivalents and restricted cash of continuing operations at end of period $ 230 $ 253
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(1) This amount reflects the net reduction to stockholders’ equity associated with the distribution of ADI shares in connection with the ADI Spin-off.
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This amount reflects the net reduction to stockholders’ equity associated with the distribution of ADI shares in connection with the ADI Spin-off.
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The ADI Spin-Off represented a strategic shift that had a major effect on Resideo’s operations and financial results. Accordingly, the criteria for reporting ADIG as a discontinued operation were met upon completion of the ADI Spin-Off. As a result, the historical results of ADIG are presented as discontinued operations in the accompanying Unaudited Condensed Consolidated Financial Statements. Prior period amounts have been recast to reflect the discontinued operations presentation. The recast did not affect previously reported consolidated net income or shareholders’ equity. In addition, revenue that was previously accounted for on an intercompany basis has been adjusted to reflect ADIG as an external customer. Refer to Note 3. Discontinued Operations for further discussion.
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In connection with the ADI Spin-Off, we reassessed the manner in which our Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), assesses performance and allocates resources. Following the ADI Spin-Off, the Company manages its continuing operations as a single operating and reportable segment based on our organizational structure, incentive programs and the information used by our CODM. Refer to Note 4. Segment Financial Data for additional information.
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December 15, 2027. We are currently assessing the impact of adoption to our Condensed Consolidated Financial Statements and related disclosures.
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The following table presents the major line items that comprise assets and liabilities of discontinued operations that are presented on the Unaudited Condensed Consolidated Balance Sheet:
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The following table presents the major line items that comprise Income (loss) from discontinued operations, net of taxes presented within the Unaudited Condensed Consolidated Statements of Operations:
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(1) Resideo allocated interest expense to discontinued operations associated with debt required to be repaid in connection with the ADI Spin-Off. Refer to Note 12. Long-Term Debt for further discussion.
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During the second quarter of 2026, the Company amended its credit agreement, in part, to facilitate the ADI Spin-Off. In addition, ADIG completed a $ 400 million debt offering and entered into a separate credit agreement, both of which were used as part of the financing of the ADI Spin-Off. The net proceeds from the $ 400 million debt offering were deposited into a segregated escrow account pending satisfaction of the conditions precedent to the ADI Spin-Off. Upon consummation of the ADI Spin-Off, the funds were released to ADIG and the related debt obligation was conveyed to ADIG upon the Spin-Off date. The debt offering proceeds, together with borrowings under ADIG’s credit agreement upon the Spin-Off date were used in part to fund a one-time cash dividend of $ 900 million from ADIG to Resideo, which was used by the Company to repay a portion of its outstanding borrowings. Refer to Note 12. Long-Term Debt for further discussion.
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Operating segments are defined by Accounting Standards Codification 280, Segment Reporting, as components of an entity for which separate financial information is available and regularly reviewed by the CODM for purposes of making operating decisions, allocating resources, and assessing performance. The Company’s Chief Executive Officer is the CODM.
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In connection with the ADI Spin-Off completed on August 3, 2026, the Company realigned its organizational reporting structure consistent with the manner in which the CODM assesses performance and allocates resources. Following this realignment, the Company manages its continuing operations as one operating and reportable segment.
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The CODM uses Income from continuing operations, net of taxes as the primary measure of segment performance in assessing results, allocating resources, and making operating and investing decisions predominantly through the annual budget and forecasting process and monthly results reviews, which include variance analyses against the forecast, the budget, and the prior year because it reflects the underlying business performance and provides the CODM with a basis for making resource allocation decisions. The CODM also uses income from continuing operations, net of taxes to monitor budget versus actual results, for assessing performance of the segment and as a component in determining management’s compensation.
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The significant expenses regularly reviewed by the CODM are consistent with those reported on our condensed consolidated statement of operations and expenses are not regularly reviewed on a more disaggregated basis for assessing segment performance and deciding how to allocate resources. The CODM does not regularly review asset information in allocating resources or assessing performance. Accordingly, no measure of segment assets are disclosed. Capital expenditures for the Company’s reportable segment are reviewed by the CODM.
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During the third quarter of 2026, as a result of the ADI Spin-Off, the Company revised its disaggregation of revenue disclosures to include revenue by sales channel in addition to revenue by product grouping. The Company determined that the revised presentation better depicts the manner in which economic factors affect the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows following the ADI Spin-Off.
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Revenue from continuing operations has been recast to reflect previously eliminated intercompany sales that occurred between Resideo and ADIG as third-party sales in the same period. Sales to ADIG included in the Unaudited Condensed Consolidated Statements of Operations were $43 million and $126 million for the three and nine months ended October 3, 2026, and $39 million and $133 million for the three and nine months ended September 27, 2025.
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initial conversion price, and modify the timing of our optional conversion and redemption rights by extending the option to exercise through August 3, 2028.
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(1) Includes 410 thousand RSUs and 470 thousand RSUs granted at a weighted average grant date fair value of $ 35.78 and $ 22.78 to ADI employees during the nine months ended October 3, 2026 and September 27, 2025, respectively, that were exchanged for ADIG awards in connection with the ADI Spin-off on August 3, 2026.
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In connection with the ADI Spin-Off, the Company adjusted the number of stock options, RSUs, PSUs and the aggregate number of reserved common shares pursuant to existing anti-dilution provisions in its 2018 Stock Incentive Plan (as amended and restated), 2018 Stock Plan for Non-Employee Directors, and Employee Stock Purchase Plan, as applicable, to preserve the economic value of such awards immediately before and after the separation. The adjusted number of shares underlying awards (and the exercise price of stock options) was based on the conversion ratio of Resideo’s New York Stock Exchange (“NYSE”) volume weighted-average closing stock price on July 31 (the last trading day before the separation) to the NYSE volume weighted-average stock price on the two trading days following the separation, or 0.765. The outstanding awards will continue to vest over the original vesting period defined at the grant date. The adjustments resulted in an immaterial incremental compensation cost that will be recognized over the remaining requisite service period.
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In relation to members of the Board of Directors who left the Resideo Board of Directors and joined the ADIG Board of Directors, their unvested RSUs and other unvested awards of the Company were replaced with equity awards in ADIG following the separation. The exchange of the awards was treated as a modification pursuant to ASC 718 Compensation, Stock Compensation (“ASC 718”). Outstanding and unvested awards held by members of the Board of Directors of Resideo who remained with Resideo were adjusted as set forth above. Outstanding and vested deferred RSUs held by members of the Board of Directors, regardless of which company they provided services to following the ADI Spin-Off date, were treated in the same way as shares of common stock held by our stockholders; namely, for each such award, a director received vested deferred RSUs in ADIG, generally subject to the same terms as the original Resideo vested deferred RSU.
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In connection with the ADI Spin-Off, certain employees of the Company transferred to ADIG. On the date of the ADI Spin-Off, all unvested Company equity awards held by those employees were replaced with equity awards in ADIG. The exchange of the awards was treated as a modification pursuant to ASC 718. The Company recognized stock-based compensation expense for these awards through the ADI Spin-Off date.
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for the three and nine months ended October 3, 2026 or for the three months ended September 27, 2025. For the nine months ended September 27, 2025, expenses related to the Indemnification Agreement were $ 972 million.
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Three Months Ended Nine Months Ended (in millions, except per share data) October 3, 2026 September 27, 2025 October 3, 2026 September 27, 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Numerator for basic and diluted earnings (loss) per common share: Income (loss) from continuing operations, net of taxes $ 31 $ 90 $ 170 $ (735) Income (loss) from discontinued operations, net of taxes (9) 66 (13) 72 Net income (loss) $ 22 $ 156 $ 157 $ (663) Less: preferred stock dividends 7 9 24 26 Less: undistributed income allocated to preferred stockholders 2 16 15 — Net income (loss) available to common stockholders $ 13 $ 131 $ 118 $ (689) Income (loss) from continuing operations, net of taxes $ 31 $ 90 $ 170 $ (735) Less: preferred stock dividends 6 6 18 18 Less: undistributed income allocated to preferred stockholders 3 9 17 — Income (loss) from continuing operations, net of taxes, available to common stockholders $ 22 $ 75 $ 135 $ (753) Income (loss) from discontinued operations, net of taxes $ (9) $ 66 $ (13) $ 72 Less: preferred stock dividends 1 3 6 8 Less: undistributed (loss) income allocated to preferred stockholders (1) 7 (2) — Income (loss) from discontinued operations, net of taxes, available to common stockholders $ (9) $ 56 $ (17) $ 64 Net income (loss) available to common stockholders $ 13 $ 131 $ 118 $ (689) Denominator for basic and diluted earnings (loss) per common share: Weighted average basic number of common shares outstanding 152 149 151 149 Plus: dilutive effect of common stock equivalents 2 5 3 — Weighted average diluted number of common shares outstanding 154 154 154 149 Earnings (loss) per common share - Basic: Basic earnings (loss) per share from continuing operations $ 0.14 $ 0.50 $ 0.89 $ (5.05)
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• our dependence on a select group of large customers as significant customers, including ADIG, as significant customers and our ability to maintain our commercial relationships with such customers on favorable terms;
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• seasonal fluctuations and longer term trends in climate and weather conditions affecting demand for our products;
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• ability to reduce our financial leverage and interest expense and to achieve our liquidity expectations;
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• Gross profit margin of 40.4%, an increase of four basis points compared to the third quarter of 2025
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• Repaid $1.1 billion of gross debt; total gross debt of $2.1 billion at end of third quarter
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We anticipate slow growth in the U.S. residential housing market. In addition, we anticipate a continued slowdown with a large customer in the OEM security channel during the second half of 2026 relative to second half of 2025. Based on the aforementioned, our 2026 revenue outlook is growth in the low-to-mid-single-digits range year-over-year.
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We are a global building technologies company that is a leading developer and manufacturer of critical control and sensing solutions for residential and commercial markets. We serve professional installers and integrators across diverse product categories, such as heating, ventilation, and air conditioning controls; combustion; life safety; security; and water. Our comfort and protection solutions are sold under trusted well-established brands, such as Braukmann, BRK, First Alert, and Honeywell Home, and can be found in more than 150 million residential and commercial spaces globally, with tens of millions of new devices sold annually.
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Demand for many of our products is seasonal and affected by the severity of weather conditions, and following the ADI Spin-Off, we expect seasonality and severity of weather to have a greater effect on our results. In addition, following the ADI Spin-Off, ADIG is a significant third-party customer, with sales to ADIG of $43 million and $126 million for the three and nine months ended October 3, 2026, respectively.
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During the third quarter of 2026, in connection with the ADI Spin-Off, we transitioned to a realigned organizational reporting structure consistent with the manner in which our Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), assesses performance and allocates resources. Following the realignment, the Company manages its continuing operations as a single operating segment and, therefore, has one reportable segment.
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Unless otherwise noted, the discussion and analysis below relates to continuing operations and excludes the results of ADI Global Distribution, which are presented as discontinued operations for all periods presented. Revenue from continuing operations has been recast to reflect prior intercompany sales that occurred between Resideo and ADIG as third-party sales.
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grew year-over-year across all sales channels and product categories driven by pricing and higher sales volume. OEM Security revenue of $33 million was down 34% compared to sales of $50 million in the third quarter of 2025 due to reduced volumes from a large OEM Security customer.
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Loss from discontinued operations, net of taxes, for the nine months ended October 3, 2026 was $13 million, reflecting operating income of $29 million, more than offset by $33 million of interest expense, $6 million of other expense and $3 million of income tax expense. Operating income included $64 million of business separation costs incurred in connection with the ADI Spin-Off.
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$71 million from higher inventory levels to support the business, partially offset by a $61 million increase in accounts payable and accrued liabilities.
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Controls and procedures
In connection with the ADI Spin-Off completed on August 3, 2026, we evaluated changes to our processes, systems and controls, including those relating to the transition services arrangements with ADIG and our change to a single reportable segment, and concluded that such changes did not materially affect, and are not reasonably likely to materially affect, our internal control over financial reporting.
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Risk Factors
Resideo depends on a number of significant customers including ADIG and a reduction in their purchases or a change in the terms of the commercial relationship could adversely affect Resideo’s results.
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Resideo has a number of commercial relationships that account for a significant portion of Resideo's revenue and a reduction in purchases or a change in terms could adversely affect Resideo’s results. A limited number of customers, including retailers, distributors (including ADIG) and OEMs, account for a significant portion of Resideo’s revenue. Any significant reduction in, or loss of, sales to ADIG or Resideo’s other significant customers, or a material dispute in regard to the terms of the agreement, could adversely affect Resideo’s business, financial condition, results of operations and cash flows. Following the ADI Spin-Off, ADIG is an independent company and one of Resideo’s largest customers, purchasing Resideo’s products under a commercial products purchase agreement. ADIG is no longer under Resideo’s control and the parties buy and sell products on commercial party terms. The commercial products purchase agreement requires that the parties sell products to the customers in a manner to provide consistency following the ADI Spin-Off during the limited term, expiring two years following the ADI Spin-Off, and Resideo may be unable to renew or replace it on comparable terms. Resideo also has less visibility into, and influence over, end-customer demand in the distribution channel than it had before the ADI Spin-Off.
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Resideo’s results of operations are subject to seasonal and extreme weather fluctuations, which may have a greater effect on its results following the ADI Spin-Off.
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Demand for many of our products, including our comfort, combustion, water and safety products, is affected by heating and cooling seasons, the timing of HVAC replacement and new installation activity, and retail promotional periods. Unseasonable or extreme or moderate weather can reduce demand for our products, while seasonal inventory builds ahead of retail promotions and the heating season can increase our working capital needs. Before the ADI Spin-Off, the revenue of our distribution business helped moderate quarter-to-quarter variability in our consolidated results; as a smaller, less diversified company, we expect seasonality and extreme or moderate weather patterns to have a more pronounced effect on our quarterly revenue, margins and cash flows. As a result, our results for any interim period may not be indicative of results for a full year, and seasonal or weather-related variability could adversely affect our business, financial condition, results of operations and cash flows.
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The memory components Resideo utilizes in its products are subject to supply shortages and price volatility.
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Resideo relies on a limited number of third-party suppliers for printed circuit boards and memory components used in the products we manufacture. The highly concentrated memory chip market and intense AI data center demand, including a shift in global manufacturing capacity toward high-bandwidth memory for AI development, have resulted in significant price increases, and may result in additional price increases, for the memory specified in our products. Further, supplier manufacturing capacity constraints may impede our ability to secure necessary components on a timely basis, materially impacting our production schedules.
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Resideo may realize transportation and freight cost inflation and disruptions as a result of recent geopolitical tension.
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Geopolitical and economic tensions are causing disruptions in global supply chains, increased costs and overall volatility. The conflicts in the Middle East have disrupted energy supplies, increasing the costs for energy. Resideo relies on international ocean freight, regional trucking, and air cargo networks to transport both raw materials to our facilities and finished goods to markets. Carrier capacity constraints, port closures, labor strikes, physical threats to shipping lanes, driver shortages, and volatile bunker fuel pricing have, and may continue to, dramatically increase our outbound and inbound transportation costs. If we are unable to pass on the escalating logistics costs to our customers, our operating profitability may decline.
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Item 6
+Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 10, 2026 against Item 1A of the 10-K filed Feb 24, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:We face a variety of risks that are inherent in our business and our industry, including operational, legal, and regulatory risks. Such risks could cause our actual results to differ materially from our forward-looking statements, expectations, and historical trends. Other than as set forth below, there have been no material changes to the risk factors described in our 2025 Annual Report on Form 10-K.
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Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
For the six months ended July 4, 2026 and the year ended December 31, 2025, the ADI business contributed 27% and 28% of segment income from operations, respectively, and 64% of Resideo’s consolidated revenue in each period. Following the completion of the ADI Spin-Off on August 3, 2026, Resideo is a smaller, less diversified company that no longer benefits from the scale, revenue base, earnings and cash flows of ADI. Additionally, following the ADI Spin-Off, substantially all of Resideo’s pre-existing indebtedness remains with Resideo, while ADI’s revenue and cash flow contribution have been removed, resulting in a higher leverage profile on a standalone basis for Resideo.
Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
In connection with the ADI Spin-Off, Resideo entered into a series of transaction agreements which have and will continue to, among other things, govern the provision of critical services between ADIG and Resideo.
Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
Following the completion of the ADI Spin-Off, Resideo and ADIG depend on various transaction agreements that each company entered into, including a separation agreement, transition services agreement, employee matters agreement, a tax matters agreement, intellectual property matters agreement, a commercial product purchase agreement and related reorganization documents. Resideo’s business could be adversely affected if ADIG or Resideo do not perform these agreements as expected. Copies of these agreements which are deemed material have been filed by Resideo with the SEC, and a summary of the material terms of the agreements can be found in the section entitled “Certain Relationships and Related Party Transactions - Agreements with Resideo” in ADI’s Information Statement, dated July 1, 2026, which was included as Exhibit 99.1 to ADI’s Form 10 filed with the SEC on July 1, 2026. For example, there may be instances where Resideo may rely on ADIG for certain corporate and shared services for a limited period. Even if ADIG does perform under the terms of the transition services agreement, these services may not fully meet Resideo’s needs and Resideo’s ability to change or reprice them will be limited, and, upon expiration, Resideo may be unable to replace them on comparable terms, which could increase its costs or impair service quality. Resideo is also obligated to provide certain services to ADIG during the transition period, which could divert management attention and resources from Resideo’s operations.
Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
Resideo depends on a number of significant customers including ADIG and a reduction in their purchases or a change in the terms of the commercial relationship could adversely affect Resideo’s results.
Show the other 7
Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
Resideo has a number of commercial relationships that account for a significant portion of Resideo's revenue and a reduction in purchases or a change in terms could adversely affect Resideo’s results. A limited number of customers, including retailers, distributors (including ADIG) and OEMs, account for a significant portion of Resideo’s revenue. Any significant reduction in, or loss of, sales to ADIG or Resideo’s other significant customers, or a material dispute in regard to the terms of the agreement, could adversely affect Resideo’s business, financial condition, results of operations and cash flows. Following the ADI Spin-Off, ADIG is an independent company and one of Resideo’s largest customers, purchasing Resideo’s products under a commercial products purchase agreement. ADIG is no longer under Resideo’s control and the parties buy and sell products on commercial party terms. The commercial products purchase agreement requires that the parties sell products to the customers in a manner to provide consistency following the ADI Spin-Off during the limited term, expiring two years following the ADI Spin-Off, and Resideo may be unable to renew or replace it on comparable terms. Resideo also has less visibility into, and influence over, end-customer demand in the distribution channel than it had before the ADI Spin-Off.
Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
Resideo’s results of operations are subject to seasonal and extreme weather fluctuations, which may have a greater effect on its results following the ADI Spin-Off.
Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
Demand for many of our products, including our comfort, combustion, water and safety products, is affected by heating and cooling seasons, the timing of HVAC replacement and new installation activity, and retail promotional periods. Unseasonable or extreme or moderate weather can reduce demand for our products, while seasonal inventory builds ahead of retail promotions and the heating season can increase our working capital needs. Before the ADI Spin-Off, the revenue of our distribution business helped moderate quarter-to-quarter variability in our consolidated results; as a smaller, less diversified company, we expect seasonality and extreme or moderate weather patterns to have a more pronounced effect on our quarterly revenue, margins and cash flows. As a result, our results for any interim period may not be indicative of results for a full year, and seasonal or weather-related variability could adversely affect our business, financial condition, results of operations and cash flows.
Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
The memory components Resideo utilizes in its products are subject to supply shortages and price volatility.
Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
Resideo relies on a limited number of third-party suppliers for printed circuit boards and memory components used in the products we manufacture. The highly concentrated memory chip market and intense AI data center demand, including a shift in global manufacturing capacity toward high-bandwidth memory for AI development, have resulted in significant price increases, and may result in additional price increases, for the memory specified in our products. Further, supplier manufacturing capacity constraints may impede our ability to secure necessary components on a timely basis, materially impacting our production schedules.
Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
Resideo may realize transportation and freight cost inflation and disruptions as a result of recent geopolitical tension.
Added10-Q Nov 10, 2026 vs 10-K Feb 24, 2026
Geopolitical and economic tensions are causing disruptions in global supply chains, increased costs and overall volatility. The conflicts in the Middle East have disrupted energy supplies, increasing the costs for energy. Resideo relies on international ocean freight, regional trucking, and air cargo networks to transport both raw materials to our facilities and finished goods to markets. Carrier capacity constraints, port closures, labor strikes, physical threats to shipping lanes, driver shortages, and volatile bunker fuel pricing have, and may continue to, dramatically increase our outbound and inbound transportation costs. If we are unable to pass on the escalating logistics costs to our customers, our operating profitability may decline.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 24, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 20, 2025
adi spin-off ×16honeywell spin-off ×7proposed adi ×3intended separation ×3product components ×2components production ×2production equipment ×2replacement parts ×2logistics network ×2enterprise systems ×2lower courts ×2two independent ×2company’s stockholders ×2income tax ×2spun-off entity ×2market value ×2
Where each one is used
- adi spin-off: The proposed ADI Spin-Off is subject to various risks and uncertainties and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect our business.
- honeywell spin-off: Risks related to the Honeywell Spin-Off, our agreements and our relationships with Honeywell
- proposed adi: The proposed ADI Spin-Off is subject to various risks and uncertainties and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect our business.
- intended separation: We may not realize the anticipated strategic, financial, operational or other benefits of the ADI Spin-Off. Whether or not the spin-off is completed, we may face material challenges in connection with the intended separation, including but not limited to, attracting, retaining and motivating employees during the...
- product components: 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...
- components production: 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...
- production equipment: 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...
- replacement parts: 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...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
11 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/REZI/export.csv") into a cell.