{"url_path":"/sec/rezi/8-k/2026-06-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ** **Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1740332/0001213900-26-065300-index.html","accession_number":"0001213900-26-065300","cik":"0001740332","ticker":"REZI","issuer_name":"RESIDEO TECHNOLOGIES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1740332/0001213900-26-065300-index.html","primary_entity_key":"0001740332","primary_entity_name":"RESIDEO TECHNOLOGIES, INC."},"word_count":1805,"has_tables":true,"body_markdown":"**Item 1.01** **Entry into a Material Definitive Agreement**\n\n** **\n\n**Second Amended and Restated Credit Agreement**\n\n \n\nOn June 4, 2026 (the “Second Amendment and\nRestatement Effective Date”), Resideo Technologies, Inc. (the “Company”) entered\ninto that certain Second Amendment and Restatement Agreement, by and among the Company, Resideo Holding Inc., a Delaware corporation,\nResideo Intermediate Holding Inc., a Delaware corporation, Resideo Funding Inc., a Delaware corporation (the “Borrower”), the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative\nagent (the “Second Amendment and Restatement Agreement”), which amended and restated in its entirety that certain Amended\nand Restated Credit Agreement, dated as of February 12, 2021 (as amended, the “Existing Credit Agreement” and the Existing\nCredit Agreement as amended and restated by the Second Amendment and Restatement Agreement, the “Second Amended and Restated Credit\nAgreement” and the transactions contemplated thereby, the “Refinancing”).\n\n \n\nThe Second\nAmendment and Restatement Agreement was entered into in order to, among other changes, facilitate the previously disclosed proposed spin-off\nof the Company’s ADI Global Distribution segment to its common shareholders.\n\n \n\nThe Second Amended and Restated Credit Agreement\nprovides for senior secured financing of up to approximately $2,827 million, consisting of:\n\n \n\n●an existing senior secured term B loan facility in an aggregate principal amount of approximately $518\nmillion (the “Initial Term Loan Facility”);\n\n \n\n●an existing senior secured term B loan facility in an aggregate principal amount of approximately $590\nmillion (the “Fourth Amendment Term Loan Facility”);\n\n \n\n●an existing senior secured term B loan facility in an aggregate principal amount of approximately $1,219\nmillion (the “Sixth Amendment Term Loan Facility” and, together with the Initial Term Loan Facility and the Fourth Amendment\nTerm Loan Facility, the “Term Loan Facilities”, and the loans incurred under the Term Loan facilities, the “Term Loans”);\nand\n\n \n\n●a new senior secured revolving credit facility, which refinanced in full the existing senior secured revolving\ncredit facility, which provides for commitments in an aggregate principal amount of $500 million, which are undrawn as of the Second Amendment and Restatement Effective Date (the “Revolving Credit Facility” and, together with the\nTerm Loan Facilities, the “Senior Credit Facilities”).\n\n \n\nUp to $75 million may be utilized under the Revolving\nCredit Facility for the issuance of letters of credit for the benefit of the Borrower or any of its subsidiaries. Letters of credit are\navailable for issuance under the Second Amended and Restated Credit Agreement on terms and conditions customary for financings of this\nkind, which issuances will reduce the available funds under the Revolving Credit Facility. The letters of credit and Revolving Credit\nFacility are available for working capital and other general corporate purposes from time to time after the Second Amendment and Restatement\nEffective Date and prior to the final maturity of the Revolving Credit Facility.\n\n \n\nThere were no new borrowings under the Senior\nCredit Facilities on the Second Amendment and Restatement Effective Date.\n\n** **\n\n**Guarantees**\n\n \n\nAll obligations under the Senior Credit Facilities\nare unconditionally guaranteed jointly and severally, by: (a) the Company and (b) substantially all of the direct and indirect wholly\nowned subsidiaries of the Company that are organized under the laws of the United States, any state thereof or the District of Columbia\n(collectively, the “Guarantors”).\n\n \n\n1\n\n** **\n\n**Security**\n\n \n\nSubject to certain limitations, the Senior Credit\nFacilities are secured on a first priority basis by: (a) a perfected security interest in the equity interests of each direct subsidiary\nof the Borrower and each Guarantor under the Senior Credit Facilities (subject to certain customary exceptions) and (b) perfected security\ninterests in, and mortgages on, substantially all tangible and intangible personal property and material real property of the Borrower\nand each of the Guarantors under the Senior Credit Facilities, subject, in each case, to certain exceptions.\n\n** **\n\n**Maturity**\n\n \n\nThe Revolving Credit Facility matures five years\nafter the Second Amendment and Restatement Effective Date, with certain extension rights in the discretion of each lender. The Initial\nTerm Loan Facility matures February 12, 2028, the Fourth Amendment Term Loan Facility matures June 14, 2031, and the Sixth Amendment Term\nLoan Facility matures August 13, 2032, in each case with certain extension rights in the discretion of each lender.\n\n** **\n\n**Interest Rate and Fees**\n\n \n\nThe Senior Credit Facilities are subject to an\ninterest rate, at the Borrower’s option, of either (a) base rate determined by reference to the highest of (1) the rate of interest\nlast quoted by The Wall Street Journal as the “prime rate” in the United States, (2) the greater of the federal funds effective\nrate and the overnight bank funding rate, plus 0.5% and (3) the one month SOFR rate, plus 1% per annum (“ABR”) or (b) a SOFR\nrate (“SOFR”) (which shall not be less than zero).\n\n \n\nThe applicable margin for the Term Loan Facilities\nis (a) before the separation of the Company’s ADI Global Distribution business from its products and solutions business completed\nthrough a pro rata distribution of all of the outstanding shares of common stock of ADI Global Distribution Inc., a wholly-owned subsidiary\nof the Company, to the Company’s common stockholders and the making of a distribution by ADI Global Distribution Inc., the proceeds\nof which shall be applied to voluntarily prepay the Term Loans (the “ADI Spin-Off Transaction”), 2.00% per annum (for SOFR\nloans) and 1.00% per annum (for ABR loans) and (b) after the ADI Spin-Off Transaction is consummated, 2.25% per annum (for SOFR loans)\nand 1.25% per annum (for ABR loans). The applicable margin for the Revolving Credit Facility varies from 2.00% per annum to 1.50% per\nannum (for SOFR loans) and 1.00% to 0.50% per annum (for ABR loans) based on the leverage ratio under the Second Amended and Restated\nCredit Agreement. Accordingly, the interest rates for the Senior Credit Facilities will fluctuate during the term of the Second Amended\nand Restated Credit Agreement based on changes in the ABR, SOFR or future changes in the leverage ratio thereunder. Interest payments\nwith respect to the Term Loan Facility are required to be made either on a quarterly basis (for ABR loans) or at the end of each interest\nperiod (for SOFR loans) or, if the duration of the applicable interest period exceeds three months, then every three months.\n\n \n\nIn addition to paying interest on outstanding\nborrowings under the Revolving Credit Facility, the Borrower is required to pay a quarterly commitment fee based on the unused portion\nof the Revolving Credit Facility, which is determined by the leverage ratio under the Second Amended and Restated Credit Agreement and\nranges from 0.25% to 0.35% per annum.\n\n \n\nThe Borrower is obligated to make quarterly principal\npayments throughout the term of the Term Loan Facility according to the amortization provisions in the Second Amended and Restated Credit\nAgreement, as such payments may be reduced from time to time in accordance with the terms of the Second Amended and Restated Credit Agreement\nas a result of the application of loan prepayments made thereunder, if any, prior to the scheduled date of payment thereof.\n\n** **\n\n**Prepayments**\n\n \n\nThe Borrower may voluntarily prepay borrowings\nunder the Second Amended and Restated Credit Agreement without premium or penalty, subject to customary “breakage” costs with\nrespect to SOFR loans. The Borrower may also reduce the commitments under the Revolving Credit Facility, in whole or in part, in each\ncase, subject to certain minimum amounts and increments.\n\n \n\n2\n\n \n\nThe Second Amended and Restated Credit Agreement\nalso contains certain mandatory prepayment provisions in the event that the Company or its subsidiaries incur certain types of indebtedness,\nreceive net cash proceeds from certain non-ordinary course asset sales or other dispositions of property or 50% of excess cash flow on\nan annual basis (with step-downs to 25% and 0% subject to compliance with certain leverage ratios), in each case subject to thresholds,\nterms and conditions customary for financings of this kind.\n\n** **\n\n**Representations and Warranties**\n\n \n\nThe Second Amended and Restated Credit Agreement\ncontains certain representations and warranties (subject to certain agreed qualifications), including, among others, (a) status, binding\nobligations, non-conflict with other obligations, and power and authority, (b) solvency, taxation and litigation matters, (c) disclosure,\n(d) property ownership, (e) investment company status, (f) government approvals, (g) environmental matters and (h) compliance with sanctions\nand anti-corruption laws.\n\n** **\n\n**Certain Covenants**\n\n \n\nThe Second Amended and Restated Credit Agreement\ncontains certain affirmative and negative covenants customary for financings of this type that, among other things, limit certain activities\nor actions, including the incurrence of additional indebtedness or liens, dispositions of assets, making of certain fundamental changes,\nentering into restrictive agreements, making certain investments, making certain loans, advances, guarantees and acquisitions, prepaying\ncertain indebtedness, paying dividends or making certain other distributions or redemptions/repurchases on certain equity interests, engaging\nin transactions with affiliates or amending certain material documents.\n\n \n\nIn addition, the Second Amended and Restated Credit\nAgreement contains financial covenants applicable to the Revolving Credit Facility requiring the maintenance of a consolidated total leverage\nratio not to exceed (i) for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter of the Company\n(each such date, a “CTLR Testing Date”) prior to the fiscal quarter in which the ADI Spin-Off Transaction is consummated,\n3.50:1.00, (ii) 4.75:1.00 for the first two CTLR Testing Dates ending after the date on which the ADI Spin-Off Transaction is consummated,\n(iii) 4.50:1.00 for the third and fourth CTLR Testing Dates ending after the date on which the ADI Spin-Off Transaction is consummated,\n(iv) 4.25:1.00 for the fifth and sixth CTLR Testing Dates ending after the date on which the ADI Spin-Off Transaction is consummated and\n(v) 4.00:1.00, *provided*, that, at the election of the Borrower, the maximum permitted total leverage ratio pursuant to the foregoing\nclauses (iv) and (v) may be increased to 4.50:1.00 for the first four CTLR Testing Dates following the consummation of any merger, amalgamation,\nacquisition or similar investment or consolidation (or series of related transactions), in any such case, by the Company or, any subsidiary\nrestricted under the Second Amended and Restated Credit Agreement, that involves aggregate consideration greater than or equal to $250\nmillion), and a consolidated interest coverage ratio of not less than 2.50 to 1.00.\n\n** **\n\n**Events of Default**\n\n \n\nThe Second Amended and Restated Credit Agreement\ncontains customary events of default, including with respect to a failure to make payments under the Senior Credit Facilities, cross-default,\ncertain bankruptcy and insolvency events and customary change of control events.\n\n \n\nSubject to the terms and conditions contained\ntherein, the Second Amended and Restated Credit Agreement contains provisions that permit the Company to effectuate the ADI Spin-Off Transaction\nand related actions.\n\n \n\nThe foregoing descriptions of the Second Amendment\nand Restatement Agreement and the Second Amended and Restated Credit Agreement do not purport to be complete and are qualified in their\nentireties by reference to Second Amendment and Restatement Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated\nherein by reference.\n\n \n\n3"}