202(cid:20) ANNUAL REPORT AND NOTICE OF 202(cid:21) ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT UNITED STATTT ES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒☒ ANNUAL REPORT PRR URSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐☐ TRANSRR ITION REPORT PRR URSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ _ t__ o _____ ____ Commission File Number 001-38635 Resideo TechTT nologies, Inc. (Exact name of registrant as specifieff d in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Delaware 82-5318796 16100 N. 71st Street, Suite 550, Scottsdale, Arizona (Address of principal executive officff es) 85254 (Zip Code) Registrant’s telephone number, irr ncluding area code: (480) 573-5340 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Trading Symbol: Name of each exchange on which registered: Common Stock, par value $0.001 per share REZI Securities registered pursuant to Section 12(g) of the Act: None New YorYY k Srr tock Exchange is a well-known sww easoned issuer, as defined in RulR e 405 of the Securities Act. YesYY ☒ No ☐ is not requiq red to filff e reportsrr pursuant to Section 13 or Section 15(d) of the Act. YesYY ☐ No ☒ required to be filed by Section 13 or 15(d) of the Securities Exchangaa e Act of 1934 registrant was requiqq red to filff e such reportsrr ), and (2) has been subjeb ct to such filing hether the registrant has submitted electronically every Interactive Data File requiq red to be submitted pursuant to Rule 405 of such shorterr registrantaa was requiq red to submit such filff es). r period thatt t thet hether the registrant is a large accelerated filer, an accelerated filff er, arr definitions of “large accelerated filer,” “accelerated filff er,”rr non-accelerated filff er, arr “smaller reportirr ng company,” andaa smaller reportirr ng company, or an “emerging growth rr rr f the registranta f the registranta hether the registrant (1) has filff ed all reportsrr Indicate by check mark i Indicate by check mark i Indicate by check mark wrr during the preceding 12 months (or forff requirements for thet Indicate by check mark wrr Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forff Yes ☒ No ☐ Indicate by check mark wrr emerging grow company” in Rule 12b-2 of thet Exchange Act. past 90 days. YesYY ☒ No ☐ th company. See thett r period thatt such shorterr t thet r Large accelerated filer Non-accelerated filff er ☒ ☐ Accelerated filff er Smaller reportirr ng company ☐ ☐ Emerging growth company extended transition period for complying with any new ☐ aa n andaa e Act. ☐ it report ☒ s filff ed a report orr r the registrant ha to Section 13(a) of the Exchanga If an emergir ng growthww company, indicate by check mark if the registrant has elected not to use thet or revised finff ancial accounting standaa ards provided pursuanta Indicate by check mark whethet control over finff ancial reporting under section 404(b) of the Sarbar neaa prepared or issued its auda If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whethett filing reflect thet Indicate by check mark wrr by any of thet Indicate by check mark wrr The aggregate market value of thett of common stock on the New YorYY k Srr n The numbe r to previously issued finff ancial statements. ☐ r correrr ctions are restatements that tock Exchange as of June 30, 2023, was $2.6 billion. relevant recovery period pursuanta hether the registrant is a shell company (as definff ed in Rule 12b-2 of thett Act). YesYY ☐ No ☒ non-voting common equity held by non-affiliaff r of shares outstanding of the registrant’s common stock, par value $0.001 per share as of February 2rr registrantaa ’s executive officff ers durdd ing thet heww ther any of those errorr to §240.10D-1(b). ☐ correction of an errorr voting andaa r thet attestation to its management's assessment of the effecff s-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firff m t r tiveness of its internal hat financial statements of the registrant included in the t required a recovery analysis of incentive-based compemm nsation received tes of the Registrantaa , based on the closing price of the shares , 2024 was 145,318,782 shares. DOCUMENTS INCORPORATEAA D BY REFRR ERENRR CE Portions of the registrant’s proxy statement to be filff ed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrantaa ’s 2024 Annual Meeting of Shareholders, which will be filed subsequent to the date hereof, aff II of this Form 10-K. Such proxy statement will be filed with t 20 days following the end of the registrant’s fiscal year ended Decembem r 31, 2023. he Securities and Exchange Commission not later that n 1aa re incorporated by reference into Part Irr t Part I. Item 1. Item 1A. Item 1B. Item 1C. Item 2. Item 3. Item 4. Part II. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 9C. Part III. Item 10. Item 11. Item 12. Item 13. Item 14. Part IV. Item 15. Item 16. TABLE OF CONTENTS omments Business Risk Factors Unresolved Staff Cff Cybersecurity y p Properties Legal Proceedings g g y Mine Safety Disclosures y Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities y, g y q q Reserved Management’s Discussion and Analysis of Financial Condition and Results of Operations g p y Q Quantitative and Qualitative Disclosures About Market Risk Q Financial Statements and Supplementary Data pp Changes in and Disagreements WithW Accountants on Accounting and Financial Disclosure g g g y Controls and Procedures Other Inforff mation Disclosure Regarding Foreign Jurisdictions that Prevent Inspections g g p g , Directors, Executive Officff ers and Corporate Governarr nce Executive Compensation Security Ownership of Certain Beneficia p y Matters p p ff l Owners and Management and Related Stockholder g Certain Relationships and Related Transactions, and Director Independence p Principal Accountant Fees and Services p p , Exhibits and Financial Statement Schedules Form 10-K Summaryy Signaturt es g 3 7 20 20 21 22 22 23 24 25 36 36 80 80 80 80 81 81 81 81 81 82 87 88 2 Resideo TecTT hnologies, Inc. PART I. Item 1. Business General As used herein, unless the context otherwise dictates, the term “Resideo”, the “Company”, “we”, “us” or “our” means Resideo TecTT hnologies, Inc. and its consolidated subsidiaries. We separated froff m Honeywell International Inc. (“Honeywell”), becoming an independent publicly traded company as a . Our common stock result of a pro rata distribution of our common stock to stockholders of Honeywell (“the Spin-Off”)ff began trading “regular way”aa under the ticker symbol “REZI” on the NYSE on October 29, 2018. Description of Business turer and developer of technology-driven producdd ts and solutions that provide critical Resideo is a leading global manufacff t, energy management, water management, and safety and security solutions to over 150 million homes globally. We comforff commercial and residential are also a leading wholesale distributor of low-voltage security and life s markets and serve a variety of adjacent product categories including audio visual, networking, wire anda cabla e, and smart home solutions. We dWW eliver value to our customers via two business segments, Products and Solutions and ADI Global Distribution, which respectively contributed 42.8% and 57.2% of our net revenue for thet year ended December 31, 2023. afety products forff ff Our primary focus is on the profesff profesff enabled our trusrr ted relationship with profesff sionals. Our global scale, breadth of producdd t offerff sional channel where we are a trusted partner to appa ings, innovation heritage, and differen ff sional installers and has been a key driver of our success. roximately 100 thousand tiated service and support has We operate in large markets that sit at the intersection of multiple secular growth trends. We bWW elieve the increased desire for critical comforff t, energyr management, and actionable safety and security solutions in the home, combined with the long- term impacts of energy transitions, are dridd ving investment in the types of products and solutions we provide. ted, well-established key branded offerff ts and Solutions: Our products and solutions for comfort, energy management, safety and security benefit froff m the Produc rr ings such as Honeywell Home, First Alert, Resideo, Braukmann, BRK, and trusrr rings include temperaturt e and humidity control, thermal and combustion solutions, water and indoor air others. Our offeff n monoxide detection home safety products and fire suppression products, security quality solutions, smoke and carbor tyle convenience solutions, panels, sensors, peripherals, communications devices, video cameras, other home-related lifesff cloud infraff are. Through our whole home presence on the wall and behind the wall, we are an enabler of home connectivity with approximately 11.6 million connected customers. insights, and alerts to the end user. Our comprehensive Our connected solutions harna ess data to provide control, visibility,tt product suite has also allowed us to develop and sustain long-standing partnerships with profesff sionals who have relied on our selection and availabia lity ott structurt e, installation and maintenance tools, and related softwff f products and configff ured solutions to help them succeed. Connectivity has created a larger provide products, solutions and services to profesff controls inside the home, and enable diffeff behind the wall, positions us well for the value and convenience consumers expect out of the connected home. t-growing connected home marka et. We bWW elieve a significant opportunity exists to sionals and consumers that integrate the disparate sensors, systems and me, both on the wall and rentiated insight. Our significant presence in the ho and fasff tt ADI GDD lobal Distii ribution: Our ADI Global Distribution segment is a leading wholesale distributor of low-voltage security products including security, fire, access control and video products, and participates significantly in the broader related markets of smart home, access control, power, audio, ProAV, nVV etworking, communications, wire and cable, enterprise nd structurt ed wiring products. Through nearly 200 stocking locations in 13 countries, ADI Global connectivity, ayy Distribution distributes more than 450 thousand products froff m over one thousand manufacturt ers to a customer base of approximately 100 thousand profesff int gives us distinct scale and network advantages in our core products over our competitors. Further, we believe our customers derive great value froff m the advice and recommendations of our knowledgeable design specialists, allowing our customers to better meet the technical and systems integration expertise requirements to install and service profesff sional security systems. We continue to provide value-added services including presales system design, 24/7 order pick-up, and the selective introduction of new product categories. sionals and is recognized for superior customer service. We believe this global footprt 3 Resideo TecTT hnologies, Inc. Competition tt Our indusdd tries and markets are highly competitive in both our Producdd ts and Solutions and ADI Global Distribution segments, where we compete with global, national, regional and local providers forff our products, services and solutions, including manufacff turers, distributors, service providers, retailers and online commerce providers, as well as newer entrants to the market with non-traditional business and customer service models or disruptuu ive technologies and products, including cable, telecommunications, large technology compania es competing in the connected home space and smaller market entrants that offeff r control capaaa bia lities among their products, applications and services and have ongoing development ff effort s to address the broader connected home market. Factors influff encing our competitive position in the industry include product anda reputation of our brands, sales and markerr warranty, quality and breadth of product training anda and price, technical support, and credit availabia lity.tt events, product availabia lity,tt service innovation, our reputation and the tt nd service speed and accuracy of delivery,rr ting programs, customer relationships, product perforff mance, reliabia lity a Materialii s all nd œupplu iell rs ions or supplier changes may be resource intensive and can cause delays and other inefficie Purchased materials used in our manufacturt e of products in Products and Solutions include copper, steel, aluminum, plastics, printed circuit boards (“PCB”), semiconductors, and passive electronics. Purchased materials cover a wide range of supplier value-add, froff m raw materials and single components to subassemblies and complete finished goods, and there are considerabla e expenditures on both commercial off-tff he-shelf and make-to-print items. Although execution of material substitutt ncies, alternatives may t a supplier becomes unable to provide material. WithWW respect to our ADI Global Distribution business, exist in the event that resale to our customers who may purchase we rely on key suppliers of branded products to deliver certain products forff based on job specifications or otherwise based on brand reputation. Raw material price fluctuations, the ability ott f key suppliers to meet quality and delivery requiqq rements, and catastrophic events can increase the cost and affeff ct the supply of our products and services and impact our ability t o meet commitments to customers. ff tt Manufau cturing a acff turing and distribution facff Our Products and Solutions business operates manuf ilities throughout the world, including sites in Mexico, the Czech Republic, Hungary, the United States (“U.S.”), Germany, the United Kingdom, Netherlands, and China. A significant percentage of our Products and Solutions revenue is derived froff m products manufacturt ed in our own hed products purchased directly froff m other manufacturt ers) or facilities, with the remainder being “buy to sell” (finis sourced froff m third-party contract manufacturt ers. Majoa r activities and competencies in our manufacff turing operations technologies, automatic and manual assembly and test, include PCB assembly, electrotechnical assembly and test, die casting and machining, calibration and final test. We source raw materials and commodities, electronic components anda e of third-party s to our ADI Global Distribution business, we rely on third-party manufacturt ers to supply both t uppliers worldwide. With respect hit assemblies, and mechanical components and assemblies froff m a wide ranga rd-party branded and ADI Global Distribution exclusive branded products. injection molding, surfacff e mount ff tt t Backlog We include in backlog accepted product purchase orders froff m customers and worldwidd de distributor stocking orders. Product orders in our backlog are subject to changes in delivery scheduldd es or cancellation at the option of the purchaser typically without penalty. Our backlog may fluctuate significantly depending upon customer order patterns which may,aa in turn, vary considerabla y based on rapia dly changing business circumstances. Accordingly, we do not believe that our backlog at any time is necessarily representative of actuat succeeding period. l sales for anya Regue latory and EnvEE ironmentaltt Compliance and Regue latory Capia taii l EŸpEE endituii res foreign governmrr eral, state, local, anda We are subject to varia ous fedff ent requirements relating to environmental health and safety protection standards and permitting, labeling and other requirements regarding, among other things, electronic and ing, and disposal of hazardous or toxic wireless communications, air emissions, wastewater discharges, the use, handl ybersecurity, telemarketing, email materials, remediation of environmental contamination, data privacy and security, cyy marketing, other forff ms of online advertising and consumer protection, licensing, working conditions for anda compensation of our emplm oyees and others. Our business may also be affecff ted by changes in governmental regulation of energy effiff ciency and conservation standards and product safety regulations. These and other laws and regulations impact the a 4 Resideo TecTT hnologies, Inc. manner in which we conduct our business, and changa es in legislation or government policies can affeff ct our worldwide operations, both favff orably and unfavff orably. For a more detailed description of the various laws and regulations that affeff ct our business, referff to Item 1A. Risk FacFF tors. ts to comply with numerous federal, state, and local laws and regulations applicable to our business and producdd ts Our efforff upgrade our products to comply with or ofteff n results in capital expenditures. We make capital expenditures to design andaa licable to the industries in which they compete. Our ongoing environmental compliance programs also exceed standards appa environmental investigation anda result in capiaa tal expenditures. As of December 31, 2023, we have recorded a liabia lity f remediation of appa environmental nda roximately $22 million related to sites owned and operated by Resideo. Regulatory arr considerations are a part of all significant capital expenditure decisions; however, expenditures in 2023 related solely to regulatory compliance were not material. It is management’s opinion that the amount of any future capital expenditures related to compliance with any individual regulation or grouping of related regulations will not have a material adverse effeff ct on our financial results or competitive position in any one year. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. orff tt Human CapiCC tal ii As of December 31, 2023, we employed approximately 14,000 employees in 32 countries, of which aboa ut 3,100 employees were located in the U.S. and 7,000 in Mexico. Approximately 4% of Resideo’s U.S. employees and 8% non-U.S. employees are covered under collective bargaining agreements. We believe relations with our workforce are good. a nd healthy workpl Our commitment to providing a safe aff ace for all employees continued throughout Health and Safety: f y ISO 45001:2018 certification with a total of 10 l ISO 14001:2015 anda 2023 demonstrated by progress towards fulff turing locations certified to ISO 45001:2018, and 4 ing locations now certified to ISO 14001:2015, 8 manufacff manufacturt manufacturt ing sites certified to ISO 50001:2018. At the end of 2023 our global TotTT al Case Incident Rate or “TCIR” (thet number of occupauu tional injuries and illnesses per 100 employees) was 0.37. We mWW onitor our safetff y through a balanced scorecard of key perforff manca e indicators. In addition to reactive incident management investigation and root cause analysis indicators, we measure and analyze the data generated froff m our hazard observation, designated health and safety inspections by line managers and internal audit programs by accredited health and safety lead auditors to provide insights and intelligence that help us proactively mitigate issues beforff e they result in incidents. rr rr Our primary reward strategy is ensuring “pay-forff nnual basis, as well as over the long Total Rewards: ture term, which drives a mindset of accountabia lity a ture and administer our rewards programs in a manner compensation that is simple, aligned and balanced. We sWW trucrr consistent with good governance practices. We bWW elieve that the interests of employees must be aligned with our stockholders. We pWW rovide comprehensive, competitive and contemporary benefits that recognize the diversity of our rya ing needs of our employees and promote choice. Our package includes paid workforce and are designed to meet the va time off, fff nd producdd tivity. Our compensation guiding principles are to strucrr a leff xible work scheduldd es, education assistance programs, and more. -performance” on an aa tt t These actions reinforce our culture that values employees and seeks to attract and retain the talent that we need to win in nce compensation programs and our the markerr comprehensive benefitff programs demonstrate our commitment to a compelling total rewards value proposition for our employees. t. We believe the combination of our competitive pay-for-perforff marr ff ) y,yy g g ( y,yy quity, Iyy ncII q lusion and Belonging (“DE“ IBEE ”): We are committed to creating a diverse, equitabla e and inclusive Diversity, Eyy l a sense of belonging. Last year, we expanded our Diversity, Equity, Iyy nclusion working environment where individuals feeff narrative to include “belonging” to ensure we not only have a diverse and inclusive culture, but our people feeff l connected to our organization. In 2023, we focff used on executing our DEIB strategy, which includes (1) attract, develop, and retain a diverse workforff ce, (2) foster a winning culture and (3) be identified as a company of choice by our customers and the communities we serve. One example of how we executed our DEIB strategy is through the continuenn d support and evolution of our six employee resource groups (“ERGs”): WomWW en, LGBTQIA+, Black, Latino, Veterans, anda People with Differff ing Abilities. Each ERG is sponsored and supported by a senior leader of the company and have held conversations with our executive leadership to discuss ideas for improving our culture of inclusion and belonging. Our corporate functions and business units continue to track progress with respect to our diversity and inclusion initiatives. Diversity is a core componm ent of our recruirr ting strategy. We continue to assess the needs of the business and identify diverse organizations to parta ner with that promote a pipeline of diverse talent. Our diversity outreach includes contacting various categories of diversity job boards and diverse partnerships, such as Society of WomWW en Engineers (“SWE”) and National Society of Black Engineers (“NSBE”). Additionally, we maintained our diverse slate guidelines for career level 5 Resideo TecTT hnologies, Inc. 5+ roles requiring that interview slates include female and/or racially/ethnically diverse candidates, except in rare circumstances. , q g Talent Acquisition, Managea ment and Development: We hWW ave a robust recruiting model to attract all levels of talent across the regions where we operate. In 2023, our average time to fillff open roles was 41 days, anda we hired 4,350 employees, of which appa lly, strategic talent reviews and succession planning occur on roximately 3,400 were production workerr an annual basis, globally and across all business areas. rs. Internarr p In 2023, we continued our annual cycle of our Employee Voice Survey. This survey allows each function in our company to see its ratings across three levers: Motivation, Ability,tt and KnoK wledge of Expectations. Our overall engagement score for the 2023 cycle was 7.8 on a 10-point scale, a 0.1-point decrease over last year. Our employee Net Promoter Score (“NPS”) was 31, a decrease of 2 points over last year, on a scale ranging froff m -100 to +100 (based on indusdd try standards for employee NPS, any score aboa ve 10 is considered good). Each sub-organization is tasked with creating an action plan based on feeff dback received. We continue to provide regular trainings to our people manaa gers. In 2023, we continuenn d the People Leadership Seminar with an increased focff us on bringing strategy and respect for others to life aff cross the organia zation. Managers and their team members continuenn d to participate in tri-annual “Pulse” conversations to set performance expectations and monitor anda evaluate perforff mance. People managers at Resideo are strongly encouraged to give frequent, inforff mal feeff dback so that employees are always clear on their perforff manca e level. tive To better support the development of our employees, we continue to offeff facilitates a naturt al progression of a pairings, provides developmental resources forff we designed and implemented a new internal mentoring relationship through detailed session agendas. New for 2023, certification program called TalenTT t Builder, to help educate our mentors on expectations in mentoring relationships while also creating a more consistent experience for mentees. To dTT ate, we have certified more than 100 mentors as Resideo Talent Builders. both mentors and mentees, anda ff r a mentorship platform that makes more effecff We believe that making investments in our future leaders will improve our succession capabia lities. Our focff us on developing future leaders is supported by the Resideo Leadership Program (“RLP”). Up and coming leaders areaa chosen to participate in this program. This year, we completely revamped the program into a longitudinal leadership transforff mation program. Participants went on a journey to discover new depths of leadership capacity and character development. Culture: In 2023, we continued to reinforff ce our fouff r Core ValVV ues: (cid:135) (cid:135) (cid:135) Start with the Customer: We understand our customers’ needs and pride ourselves on delivering exceptional experiences; Act as One Team: We wWW ork together toward common goals, engaging froff m a place of humility att Pioneer the Future: We eWW mbrace change, boldly step into thet our growth; and unknown, and relentlessly fosff ter innovation to fuel nd respect; ff (cid:135) Make a Diffeff rence: We care about the long-lasting, positive impact we make on each other, our customers, our communities, and the planet. In addition to reinforcing our Core Values and expanding our commitment and attention to building a positive culture, we broadened the role of our VP of DEIB and increased the scope to include culture and learning and development, changing the title to VP of Culture and TalenTT t Excellence. To continue driving a culture in alignment with our values, we developed and deployed a new onboarding offerff ing called Ready, Set, Resideo to help integrate our new hires into our values froff m Day 1. The course provides an overview of our company, our brand promise, and our culturtt e. Of those who completed a course completion survey, 85% agree that this ring is better than any onboarding course they have attended at previous companies. We also explored new onboarding offeff additional opportunt s across the company anda ities to push nudges to managers to help with change management effort conducted listening sessions with employees to understand what is needed to create potential culture ambassadors across the company in the futff urt e. ff œeasonalityll Our Products and Solutions business typically experiences a moderate level of seasonality. Sales activity is generally highest in the fall and early winter months, refleff cting increased customer purchases of heating related products with the cal markets. highest sales at the end of the third quarter and throughout the fourth quarter in the majoa rity of our geographi aa 6 Resideo TecTT hnologies, Inc. ts of climate change, such as extreme weather conditions and events and water scarcity, may exacerbar The effecff te fluctuations in typical weather patterns, creating finff ancial risks to our business. In addition, the dynamic global and macro- economic conditions may faa these seasonal patterns. ther disrupt urff rr Research and Developll ment and IntII eltt lell ctual ProPP peo rty software centers of excellence in We have majoa r product design centers in the U.S., Europe, Asia, and Latin America anda India and Melville, New YorYY k. In addition, our laboratories are certified to meet various industry standards, Bengaluru,r such as FCC and UL, enabling us to test and certify pff t roducts internally. We aWW lso have a user experience design group tuu hat consists of researchers and product and user experience designers aligned with development sites with the primary studios in Golden Valley, Minnesota. As of December 31, 2023, we employed approximately 898 engineers. Our deep domain expertise, proprietary technology and brands are protected by a combination of patents, trademarks, copyrights, trade secrets, non-disclosure agreements, and contractual provisions. We oWW wn approximately 2,800 worldwide active patents and pending patent applications to protect our research and development investments in new products and services. We hWW ave and will continue to protect our products and technology by asserting our intellectuat ights against third-party infringers. Refer to Note 15. Commitments and ConCC tingencies to Consolidated Financial Statements. We also have a significant trademark license with Honeywell in connection with our use of the Honeywell Home trademarka as or a more detailed well as certain intellectuat description of the various intellectuat l property rights and relationships that affeff ct our business, refer to Item 1A. Risk Factors. l property licensed by Honeywell to us in connection with the Spin-Off. Fff l property r tt Other Inforff mation Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports are availabla e freff e of charge on our website (www.Resideo.com) under the heading Investors (see SEC Filings) immediately after they are fileff Securities and Exchange Commission (“SEC”). All of the reports that we file or furnish with the SEC are also availabla e on the SEC’s website (www.sec.gov). In addition, in this Form 10-K, of our Proxy Statement for the 2024 Annual Meeting of we incorporate by reference ce Shareholders, which will also be availabla e freff e of charge on our website. Informarr tion contained on, or connected to, our website does not and will not constitute part of this Form 10-K. d with, or furff nirr shed to, thet tion froff m partsrr rtain inforff marr ff rated on AprA il 24, 2018. Our principal executive officff es are located at 16100 N. 71st We are a Delaware corporr Street Suite 550, Scottsdale, Arizona 85254. Our telephone number is (480) 573-5340. Our website address is www.Resideo.com. ration incorporr others interested in our Company through a variety of means, We disclose public information to investors, the media anda gs, blogs, public conferff ence including our investor relations website (https://investor.resideo.com), press releases, SEC filinff calls and presentations, webcasts and social media, in order to achieve broad, non-exclusionary distribution of informarr tion to the public. We uWW se these channels to communicate with our stockholders and the public about us, our products, solutions tion. and other issues. It is possible that the information we post on social media could be deemed to be material inforff marr We encourage investors, thett media and others interested in our Company to review the information we post on our website and the social media channels listed below. The list of social media channels we use may be updated from time to time on our investor relations website. The Company’s News Page (https://www.Resideo.com/news) The Company’s Facebook Page (www.faceb ff ook.com/Resideo) The Company’s Twitter Feed (https://twitter.com/Resideo) The Company’s LinkedIn Feed (https://www.linkedin.com/company/Resideo1/) References to our website and other social media channels are made as inactive textual references and inforff marr contained on them is not incorporated by reference into this Form 10-K. tion Item 1A. Risk Factors You should carefully consider all of the information in this Form 10-K and each of the risks described below, which we believe are the material risks that we face. ff 7 Resideo TecTT hnologies, Inc. Any of these risks could materially and adversely affecff flows and the actuat l outcome of matters as to which forff ward-looking statements are made in this Form 10-K. t our business, financaa ial condition, results of operations and cash lowing risk factors are not necessarily presented in order of relative importance and should not be considered to The folff represent a complete set of all potential risks that could affecff t us. Risks Relating to Our Business We operate in highi ly competitivtt e markets. We operate in a highly competitive, quickly changing environment in each of our Products and Solutions and ADI Global Distribution segments anda compete directly with global, national, regional, and local providers of our products, services turers, distributors, service and software providers, retailers, and online commerce and solutions including manufacff tors we face are product and service innovation, reputation of our Company providers. The most significant competitive facff events, product a and brands availabia lity,tt shing of customer credit, with the relative importance of these factors varying among our segments and their respective products and services. , sales and marketing programs, producdd t performance, warranty,tt quality of product training andaa accuracy of delivery,rr price, customer and technical support, and furni speed anda ff ff tors, there have been, and in the futur e, there may be new market entrants with non- In addition to current competitive facff tive technologies and products, resulting in traditional business, new business and customer service models or disruprr changing business dynamics. Examples of these include cabla e, telecommunications and large increased compem tition anda tyle and energy management spaces, smaller technology compania es competing in the connected home, home security/lifesff r control capabilities among their products, applications and services and have ongoing market entrants that offeff ts to address the broader connected home market, utilities expanding their role in the provision of home development efforff energy management services, original equipment manufacturt ers (“OEMs”) vertically integrating, and the expansion of direct-to-consumer, retail and e-tail distribution in competition with our ADI Global Distribution business. In addition, aggressive pricing actions by competitors may affecff o manage the price/cost relationship to achieve desired revenue growth and profitaff bia lity levels. To tTT he extent that we do not meet changing customer preferences or demands or other market changes, or if one or more of our competitors introduces new products or servirr ces, becomes more successfulff with private label products, online offerff o attract and retain customers could be adversely affecff t our business, finff ancial condition, results of operations and cash floff ws. ings or establa ishes exclusive supply relationships, our ability t ted, which could adversely affecff t our ability t tt tt facturt ing and our distribution networks. We may not have sufficie To remain competitive, we will need to invest continually in product and services development, marketing, customer service and support, manua nt resources to continue to make such investments and we may be unabla e to maintain our competitive position including due to the fact that our competitors and potential competitors may have greater brand recognition, resources, access to capital, including greater s, more customers, lower costs and more advanced technology research and development or sales and marketing fund platforms, particularly with our connected products and services and in energy management services, as well as in new c regions. It is possible that competitive pressures resulting froff m consolidation, including customers taking geographi aa manufacturt turer instead of from ADI Global Distribution, ring with third parties and consolidation amongst our customers, could affeff ct our growth and moving to a competitor, partnett profitff margins. ing or distribution in house, purchasing directly from a manufacff ff ff aa Some of our competitors may a lso be abla e to deliver their service solutions more quickly to market than we can by capitalizing on technology developed in connection with their substantial existing service models. In addition, some of our competitors have significant bases of customer adoption in other services and online content, which they could use as a competitive advantage in the connected home solutions services market or otherwise in our product or distribution businesses. The expansion by large technology companies into connected home solutions, could result in pricing pressure, a shift in customer preferences toward the services of these companies and a reduction in our market share. In addition, in order to successfully compete, our products ofteff n need to integrate with the platforff ms of our competitors, who may baa e ablea to focus more on thet the consumer market. In ir own solutions versus ours, which may make it diffiff cult to compete forff addition, there may be new technologies that area introduced that reduce demand for our solutions or make them obsolete. Our Products and Solutions business' offeff distributors, and OEMs, as well as majoa r retailers and online merchants. Growth of thet retail distribution alternatives relative to the profesff which could have an adverse effecff rings are primarily delivered through networks of professional contractors, retail markets and greater electronic sional installation markets may negatively impact our sales and margins, t on our business, finff ancial condition anda results of operations and cash floff ws. 8 Resideo TecTT hnologies, Inc. With respect to our ADI Global Distribution business, if retail outlets, including online commerce or big box stores our products become more retail or increase their participation in wholesale distribution markets, or if buying patterns forff e-commerce based through these outlets than they currently are, our ADI Global Distribution business may not be able to effeff ctively compete, which could have an aaa dverse effeff ct on our business, financial condition, results of operations and cash flows. dd tandards and consumer prefee rences in our markets are changing rapidly. Oyy intellectual propeo rty r tt ly depeee ndendd t upou n our abilit tify cff idendd ii y t and successfus thereto;tt elatll edtt o›tt onsumer prefee rences and indus lly mll dd tandards ii t new technologio es and products att r try s arkerr tt nd ur future results att ; devel and opll dd nd services to Technologyo , iyy ndii ustry sr growth are larll ger protect tt consumers.rr Solutions segment depends upon a number of facff Technology in our marka ets changes constantly as new technologies and enhancements to existing technologies continue to be introduced both in our traditional and connected product markets and industry standards continuously evolve. Our future results in our Products anda o (i) identify emerging technological trends and broader trends, such as decarbor nization and electrificff ation consumer preferences anda effort tures s in response to climate change, (ii) develop anda maintain competitive products, in part by adding innovative feaff ff that differff entiate our products froff m those of our compem titors and prevent commoditization of our products, as well as through the use of intellectuat rotections such as patents and trade secrets, (iii) grow our market share, (iv) develop, manuf ture and bring compelling new products to market quickly and cost-effeff ctively, (v) finff d and effeff ctively acff partner with and continue to partner with home connected device platforms and (vi) attract, develop and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introducedd redict the growth of and respond in a timely way to customer preferff ences and other new products. Our inabia lity to p t on our business, finff ancial condition, results of operations and cash floff ws. developments could have an adverse effecff tors, including our abia lity t l property ptt a tt tt l arrangements, including licenses, to establa ish, maintain and protect our intellectuat We rely on a combination of patents, copyrights, trademarks, trade names, trade secrets and other proprietary rights, as well as contractuat l property rights. Our l property rights may not be suffiff cient to permit us to take advantage of some business opportunities. As a result, intellectuat l property rights, which could be costly. we may be required to change e limited by legal or practical Furthermore, our abia lity t considerations that have not historically affeff cted our business in markets with more establa ished intellectuat l property protection systems. our plans or acquire necessary intellectuat l property rights in emerging markets may baa o enforff ce our intellectuat a tt l property litigation and we have in the past and could in the future become Our industry experiences significff ant intellectuat involved in costly and lengthy litigation involving patents or other intellectuat l property rights which could adversely affeff ct our business. We hWW ave received allegations of patent infringement from third parties, including both operating compania es and non-practicing entity patent holders, as well as communications from customers requesting indemnification forff allegations brought by third parties. These allegations have resulted in ongoing patent litigation relating to certain of our products and may continue to result in new litigation. These proceedings have in the past and could in the future result in financial liabia lity,tt harm our abia lity t s to license patents for our us e. We believe that we will be able to access any necessary rights through licensing, cross- licensing, or other mutually beneficial arrangements, although to the extent we are required but unable to enter into such arrangements on acceptabla e economic terms, it could adversely impact us, requiring us to take specific actions including ceasing using, selling or manufacff turing certain products, services or processes or incurring significant costs and time delays to develop alternative technologies or re-design producdd ts. o compete, and divert our management’s time and attention. Ofteff n, we receive offerff ff tt tt echnologies, software, and intellectuat l property. Failure to renew contracts Our operations depend in part upon third-party t l property or connectivity solutions, or to contract with existing providers or licensors of technology, softwff with other providers or licensors on commercially acceptable terms or at all, as well as any faiff lure by such third-party provider to provide such technology solutions may adversely impact our business, financial condition, results of operations and cash floff ws. We cWW ould also be subjected to claims of infringement regardless of our lack of involvement in the development of the licensed technology. Although a third-party technology provider is typically obligated to indemnify us if the provided technology infringes on another parta y’s intellectuat l property rights, such indemnification is often limited in amount and may be worthless if the provider becomes insolvent. are, intellectuat ff We rely on certaitt n s ilityii withii variabi ii ificant liall bilitie signi s. upplpp iell rs of products, ms ii our supplpp iell rs which may impam ct our ability to atertt ii ials and components and are othett meet commitments to customtt rwise subjeb ct to raw matertt ers arr ial supplypp ii ncur nd cause us to i tt 9 Resideo TecTT hnologies, Inc. tured on our behalf, off the supply of certain materials and components for products we Each of our business segments depends on third parties forff r sold through our ADI Global Distribution business, some of which manufacturt e and those manufacff turers. Our business, results of operations, finff ancial condition are supplied by single or limited source suppliers/manufacff ted by disruptuu ions in supply froff m our third-party to be adversely affecff and cash floff ws have been and could continuen suppliers and manufacff lures, natural disasters, turers, whether due to work stoppages, cyberattacks, component faiff pandemics, economic, political, financial or labor concerns, weather conditions affeff cting products or shipments or nt quality control or if there are significant changes transportation disruptions or other reasons, or if suppliers lack sufficie in their finff ancial or business condition or otherwise. Although unlikely, our ability t o manage inventory and meet delivery o scale production and adjud st delivery of long lead-time requirements could be constrained by our suppliers’ inabia lity t products during times of volatile demand. Our inabia lity t fill our contractuat our supply needs would jeopardize our ability t l obligations. tt o fillff o fulff ff tt tt tt With respect to our ADI Global Distribution segment, terminations of supply or services agreements or a change in termsrr or conditions of sale froff m one or more of our key manufacturtt ers have in the past and could in the futff urt e negatively affect ff turers that segment’s operating income and margins, net revenue or the level of capital required to funff who currerr ntly distribute their products through our ADI Global Distribution business have in the past and could in the future decide to shift t o or substantially increase their existing distribution with other distributors, their own dealer networks, or directly to resellers or end-users. This could result in more intense competition as distributors strive to secure turers, which could have an adverse impact on our ADI Global Distribution business, distribution rights with these manufacff financial condition, results of operations and cash floff ws. In addition, our ADI Global Distribution business may not be ablea to acquire from manufacturt ers or additional supply chains certain product lines that we are interested in adding to our distribution business, and if even we are able to add products, they may not result in sales as expected and may not be profitaff bla e to the overall business. d operations. Manufacff ff We may fa tt e to t acquisitions on satisfii acff roff m timtt e pursurr imtt tory terms, or if we cannot effeff ctivtt ely i tiii ons. Our business may be adverserr ll ntii egtt e acquisiii rate acquired companies or assets. ly affeff ctedtt if we cannot consummate We have in the past and may froff m time to time in the future continue to pursue and consummate acquisitions of companies or assets. Our ability t f suitablea acquisition candidates at favff orable prices and upon advantageous terms and conditions. We mWW ay not be able to find suitablea acquisition candidates to purchase or may be unabla e to acquiqq re on economically acceptable terms or to receive necessary regulatory approvals or support. o consummate any futff urt e acquiqq sitions will be partially dependent upon the availabia lity ott tt The consummation of any parta icular acquisition may depend, in part, on our abia lity t o raise the capital necessary to fund such acquisition which may not be availabla e to us at all or on economically advantageous terms. In addition, if we consummate an acquisition, our capitalization and results of operations may change significantly. Futurt e acquisitions could result in gross and/or operating income dilution, the incurring of additional debt or equity issuances and contingent liabia lities and an increase in interest and amortization expenses or periodic impairment expenses related to goodwill and other intangible assets and significff ant charges relating to integration costs. tt ll of the liabia lities or challenges of an acquired business, product, softwff in effeff ctively identifyiff ng all risks of an acquired business, integrating the acquired business or We may not be successfulff l to technology into our existing business or realizing the benefits expected at acquisition. Our due di are, service or technology, including identify a ff issues related to intellectuat are architecturt e, regulatory compliance practices, revenue recognition or other accounting practices or employee, customer or supplier issues. We may not be able to achieve the operational synergies or savings nor any growth targets identified in acquiqq sition diligence. The successfulff integration of lso require subsu tantial attention froff m our senior management and the management of the acquired future acquisitions may aaa business, which could decrease the time that thet y have to manage our existing portfolff io, attract customers and develop new products and services or attend to other acquisition opportunities. l property,tt product quality or product or softwff ligence may faiff dd Our business is s epidemdd ii ics, natural disdd asters and other catastrott pho ic events. oss r other publicll healthll ubjeb ct to the risks of earthqtt uakes, hurricanes, tornadoedd s, firei es, fs loff ods,dd pandemdd ics, s, power outagtt emerger ncies. A significant naturt al disaster, such as an earthquake, hurricane, tornarr do, firff e, flood, or a public health pandemic, such as COVID-19, or a significant power outage could harm o ur business, finff ancial condition, cash flows and results of operations. The impact of climate change may increase these risks due to changes in weather patterns, such as increases in storm intensity and freff quency, sea-level rise, melting of permafrost anda temperaturt e extremes in areas where we conduct our business. Extreme weather, natural disasters, power outages, global health crises or other unexpected events have in thet nd cost of materials needed forff past and could in thet t our operations by impacting the availabia lity a future disrupr rr tt 10 Resideo TecTT hnologies, Inc. manufacturt loss of human capital, and disruption in the manufacturt ing, causing physical damage and partial or complete closure of our manufacff ing anda supply of products and servirr ces to customers. turing sites or distribution centers, ing partners with manufacturt With respect to our Producdd ts and Solutions segment, we operate seven factories in Mexico and rely on third-party manufacturt ing capabilities in Mexico. Approximately 45% of our finished products are manufacturt ed in Mexican sites, several of which operate in water stressed environments. A significant naturt al disaster ture our products. Further, affeff cting the region could have a material and disproportionate impact on our ability t if a naturtt al disaster occurs in a region froff m which we derive a significant portion of our revenue, consumers in that region our results of operations for a may delay or forego purchases of our products and solutions in the region, which may harma particular period. These risks may be increased if thett and our suppliers prove to be ff ve results in delays or cancellations of orders, or delays in the manufacturt e, inadequate. To tTT he extent that any of the aboa deployment or shipment of our products and solutions, our business, financial condition, cash flows and results of operations would be harmed. disaster recovery plans for us o manufacff tt ted by public Our business, results of operations, finff ancial condition, cash flows, and stock price may be adversely affecff health emergencies, such as the COVID-19 pandemic. The COVID-19 outbreak has negatively impacted and may again negatively impact the gl obal economy. t To the extent any such public health emergencies adversely affeff ct our business and financial results, they may also have the effeff ct of heightening many of the other risks described in this “Risk Factors” section. Market and economic conditioii ns may aa products att nd services and our results of operations. dverserr ly affeff ct the economic conditioii ns of our customers, ds emdd and forff our aa As a global provider of comfort, energy management and life safety products, services and technologies forff well as a wholesale distributor of low-voltage electronics products, smart home, fire and security life s power, audi ted by the perforff manca products, our business is affecff Geopolitical, social and economic conditions could result in increased volatility i economies that could harm our sales. Similarly, slowing of the housing market may result in reduced demand forff products and services. Our markets are sensitive to changa cyclical factors such as interest rates, inflatio preferences, housing markerr and which could adversely affecff the home, as afety products, o and ProAV,AA networking, communications, wire and cable, enterprise connectivity, and structurt ed wiring global new and repair and remodel construction industry. n worldwide financial markets and our es in the regions in which we operate and are also influenced by f finff ancing, consumer spending habits and t demand, employment rates and other macroeconomic factors over which we have no control, t our business, finff ancial condition, results of operations and cash floff ws. n, energy costs, availabia lity ott e of thett ff ff tt Failure to achieve and maintii aitt n aii act our results.tt ll mpii and negativtt ely i highi level of po roduct and service qualityll dd could dll amag e og ur repuee tation with ctt ustomers or injury, wyy rings do not meet applicable legal anda Product and service quality issues could result in a negative impact on customer confidence in our Company, our products safety standards or our customers’ expectations and our brand image. If our offeff led, or are regarding safetff y or quality, or if our products are improperly designed, manufacturt ed, packaged, or labea otherwise alleged to cause harma e may need to recall those items, experience increased warranty costs or lost sales and increased costs and exposure to legal, finff ancial and reputational risks including litigation and government enforcement action, as well as product liabia lity c laims. Such actions may damage our relationship with our customers which may result in a loss of market share. Additionally, the finff ancial expenses related to such events may not be covered e subject to deductibles. We have in the past and in the futff urt e may not be able to obtain by our insurance or may baa the warranty costs or liabia lities associated with our indemnity or reimbursement froff m our suppliers or other third parties forff producdd ts and there can be no assurance that we will have adequate reserves to cover anya recalls and repair and replacement costs. A significant product recall, warranty claim, or product liabia lity ctt ase, especially with respect to our security and life safety-related products or services, could also result in adverse publicity, damage to our reputation, and a loss of consumer confidff ence in our products and services. We hWW ave in the past experienced, and may in the futff urt e experience, product recalls and litigation related to our products or services, none of which have been material to date. tt We may na ot be able to retain or eŸpaŸŸ nd relationshipsii withii ii certaitt n s ignig fii cant customtt ers.rr A number of our customers contribute significff antly to our net revenue and operating income. Consolidation, change of control, or termination of thett se customers, particularly among our OEM customers (and in certain instances, their authorized dealers), or a decision by any one or more of our customers to outsource all or n the most manufacturt turer, or to parta ner with third parta ies has in the past and may iaa o a single equiqq pment manufacff l relationships with any of thet contractuat ing work t rr 11 Resideo TecTT hnologies, Inc. each of our OEM customers. A significant faiff ing requiqq rements or delays or other problems with existing or new producdd ts or inability t future continue to concentrate our business in a limited number of customers and expose us to increased risks relating to required to maintain our status, as a dependence on a smaller numbem r of customers. We gWW enerally have to qualify,ff and area o comply with customer specifications and supplier forff tt manufacturt o meet price requirements could result in finff ancial penalties, cancelled orders, increased costs, loss of sales, market share shift, loss of t on customers or potential breaches of customer contracts, which have had and could in the future have an adverse effecff our profitaff nd results of operations. By virtue of certain customers’ size and the significant portion of revenue that we derive from them, they can exert significant influff ence in the negotiation of our commercial agreements and the conduct of our business with them which could adversely affecff If consolidation among our retailers, distributors t our profitaff or other channel partnett rs who purchase our products becomes more prevalent, our business, results of operations and financial conditions could be adversely affecff lure or an inability t bia lity att bia lity.tt ted. tt Failure to increase productivity through sgg eŸecute t rmatiott n progro ams or to e impacm t our busineii ratt nsfos sses. tt tt ustainable operatiott nal impii ffe ecff tively mll anage our workfok rce, may ra tt rovements,tt as well as an inability t tt o s ii y ott bilit educe our profitaff uccessfus r adverserr lly ly tt outsourcing of manufacturt ing operations or facilities, reductions in manuf rive sustainabla e improvements. In addition, we seek Our profitabia lity att nd margin growth are dependent upon our abia lity to d productivity and cost savings benefits through our ongoing transforff mation, restructurt ing and other programs, such as turing shifts, transa itions to a consolidation anda cost-competitive regions, workfrr orff ce optimizations, product line rationalizations and divestitures, and other cost-saving e experience include delays in initiatives. Risks associated with these actions that we have in the past or may in the futur er than estimated execution of the planned initiatives, additional unexpected costs, asset impairments, realization of fewff productivity improvements, reduced ability t ts on employee morale leading to reduced production and unanticipated departures. We may not realize the full operational or financial benefitsff we expect, thett t our operations. In addition, orgar nia zational changes, attrition, laboa r relations difficff ulties, or work stoppages could have an t on our business, reputation, financaa adverse effecff recognition of these benefits may be delayed and these actions may potentially disruprr o manage supply chain anomalies, employment claims, and adverse effecff ial condition, results of operations, and cash flows. acff ff tt We are subjeb ct to the economic, political, regue latory, fyy orff eigni eŸchange and other risks okk f io ntii ertt national opeo rations. tprint subjects us to many risks including: exchange contrott roximately 24% of our net revenue for the year ended December 31, 2023. Our Our international revenue represented appa l regulations; wage and price international geographic fooff controls; antitrusrr t/competition and environmental regulations; employment regulations; forff eign investment laws; monetary and fisff cal policies and protectionist measures that may prohibit acquisitions or joint ventures, establa ish local content requirements, or impact trade volumes; import, export and other trade restrictions (such as embargoes); tariffs;ff violations by our employees of anti-corrurr ption laws (despite our efforff se risks); changes in regulations regarda ing ises; nationalization of private enterprises; natural and man-made disasters, hazards transactions with state-owned enterprr and losses; backlash from foreign labor organizations related to our restructurt unrest; acts of terrorism; and our ability to hire and maintain quaqq lified staff and maintain the safety of our employees in these regions. Additionally, certain of the markets in which we operate have adopted increasingly strict requiqq rements concerning t our ability to personal anda maintain, develop, sell and advertise our products and our services, may limit our abia lity to d erive revenue from data, may require us to disclose product and services data to our compem titors, may cause us to incur additional expense in obtaining mandatory crr non-personal data, privacy and cybersecurity. These requirements may naa ertifications and may restrict our abia lity t ing actions; violence; civil anda o transa fer data internationally. ts to mitigate thet egatively affecff a labor tt tt tt tories in northern Mexico. Approximately 45% of With respect to our Products and Solutions segment, we operate seven facff our finished products are manufacturt ed in Mexico, a country that periodically experiences heightened civil unrest or may experience trade disputes with the U.S., both of which could cause a disruption of the suppuu ly of products to or from these facilities. Some of our Mexican facilities are authorized to operate as Maquiladoras by the Ministry of Economy of allows us to temporarily import raw materials into Mexico, provided that such items, after Mexico. Maquiqq ladora statust processing, are exported from Mexico within a stipulated time frame. Maquiladora statust is subject to various restrictions and requirements, including compliance with the terms of the Maquiqq ladora 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 manufacff turing costs in Mexico would increase. ff Current global conflicts , such as those between RusRR sia and Ukraine as well as the Middle East crisis between Hamas and Israel, have created substantial uncertainty in the global economy, including sanctions and penalties imposed on certain countries from several governmrr ents. While we do not have a physical presence in these locations and do not have significant direct exposure to customers and vendors in those countries, we are unabla e to predict the impact that these 12 Resideo TecTT hnologies, Inc. actions will have on the global economy or on our finff ancial condition, results of operations, and cash flows as of the date of these finff ancial statements. We operate in many diverse regions that require modifications to our products based on local building codes, regulations, standards, certifications and other factors, which may impam ct our cost to serve and profitabia lity a our penetration into these regions. s we continuen tt We rely on a depdd endable I strutt II ll T i produce and sell oll ur products and solutiott ns and manage our business. cture and network orr raff nfii peo rations that have adeqdd uate cyber-securityii functionalityll to tt rr ff o respond effeff ctively to changi nt operation of our business requires substantial investment in technology infraff structurt e systems, including The efficie enterprise resource planning (“ERP”) systems, inforff mation systems, supply chain management systems, digital commerce systems and connected solutions platforff ms and network operations and systems. The failure to acquire, implement, maintain and upgrade as required, these systems may impam ct our ability t ng customer expectations, manage our business, scale our solutions effeff ctively or impact our customer service levels, which may put us at a competitive disadvantage and negatively impact our business, results of operations, finff ancial condition andaa cash flows. Repeated or prolonged interrupt ions of service, due to cyber threats or problems with our systems or third-party technologies, whether or not in our control, could have a significant negative impact on our reputation and our abia lity to sell products and services. Our business, results of operations, finff ancial condition anda ted prolonged periods of time, are corrupted or do not allow us to if our information systems fail, become unavailabla e forff transmit accurate information. Failure to properly or adequately address these issues, including the faiff lure to fund backups, o perform necessary business operations, which could upgrades and improvements to our systems, could impact our ability t adversely affecff cash flows. Our abia lity to keep our business operating is highly dependent on the proper and effiff cient operation of our data centers, networks, and data backupkk rtion of our employees are engaged in remote or hybrid work from their homes, which further exposes our information technology (“IT”) systems to potential cyber interference and disruptuu ion of work a perforff mance of internet access in the regions in which our employees reside. t our reputation, competitive position, business, results of operations, finff ancial condition anda tt cash flows may be adversely affecff systems. In addition, a significant po ctivities based on availabia lity a nda a a ff rr tt tt Our IT and engineering systems contain sensitive inforff marr tion, including personal data, trade secrets, and other proprietary information. In addition, our connected products potentially expose our business and customers to cybersecurity threats. As future be subject to systems interruption, data corruptuu ion, data loss and a result, we have experienced and may in thet lures, not only resulting froff m the failures of our products or services but also froff m the failures of service and product faiff third-party s ervice providers, natural disasters, power shortarr ges or terrorist attacks, and cyber or other security threats. There is no assurance that the comprehensive security measures we have put in place to protect our IT and engineering systems, services, and products against unauthorized access and disclosure of personal data or confidff ential or trade secret information will be effeff ctive in every case. tt We have experienced, and expect to continue to experience, cybersecurity threats anda incidents, none of which, to our knowledge, have been material to date. The potential consequences to any of our connected solutions platforms, data centers, or network operations and systems resulting froff m a material cyber or other security incident such as a successful ransomware attack or malicious publication of confidff ential inforff mation, trade secrets or personal data include financial loss, reputational and brand impact, negative media coverage, loss of stockholder value, loss of customers, litigation with third parties, including class-action litigation, regulatory investigations, audits or other enforff cement actions, theft of fines, diminution in the value of our investment in research, development and engineering, regulatory intellectuat reporting forff increased cyber and other security protection and remediation costs due to the increasing sophistication and proliferff ation of threats, which in turn could adversely affeff ct our competitiveness, business, finff ancial condition, results of operations, and cash flows. In addition, damages, fines and claims arising froff m such incidents may not be covered by, or may eaa xceed the amount of any insurance availabla e or may not be insurabla e. data breaches, anda l property,tt Enhanced tariffi conditidd ons, finaii ncial markets and our busineii ort restrictions, os ss. ort/eŸpee iff mpii r other trade bdd arriers mrr ay have an advedd rse impii act on global economic We are subject to certain laws and regulations affeff cting our international operations which, among other things, provide certain preferential duties and tariffs f applicable rules of origin and other requirements. There have been, and continue to be, uncertainties with respect to the global economy and trade relations between the U.S. and other countries globally. Implementation of more restrictive trade policies or the renegotiation of existing U.S. trade agreements or trade agreements of other countries where we sell, procure or manufacturt e large quantities of producdd ts and services or procure supplies and other materials incorporated into our imports subjeb ct to compliance with thet ff qualifying orff ff 13 Resideo TecTT hnologies, Inc. products could negatively impact our business results of operations, cash floff ws and finff ancial condition. Tariffs, sa and other barra iers to trade could adversely affecff negatively impact our net revenue and results of operations. nctions t the business of our customers and suppliers, which could in turntt ff roximately 7% of our finis hed goods from suppliers in Asia, a Specifically, we source certain components and appa significant portion of which are subjeb ct to tariffs.ff New tariffsff or other restrictions imposed on imporm ts from Asia, where certain components included in our end-user equiq pment are manufacturt ed and where certain of our distribution business suppliers are located, and any counter-measures taken in response to such new restrictions, may harm our business and government has imposed certain restrictions on the licensing, use and results of operations. In addition, the U.S. federal import of certain surveillance, telecommunications and other equipment manufacff tured by certain of our suppliers based in our ADI Global Distribution business, which may require us to finff d additional sources of end-user products and China forff result in higher costs. We have in the past had inquiries froff m the U.S. federal government regarding these sales of certain Chinese made products in the U.S., which inquiries could impact our business reputation. ff ff We cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs,ff taxes or other similar restrictions upon the import or export of our products in the futff urt e, nor can we predict futff urt e trade policy or the terms of any renegotiated trade agreements and their impact on our business. The continuing adoption or expansion r trade agreements or of trade restrictions, the occurrence of a trade war, or other governmental action related to taria ffs off liers, and the U.S. policies has the potential to adversely impact demand for our producdd ts, our costs, our customers, our suppuu ial condition. economy, which in turn could have a material adverse effeff ct on our business, operating results, and financa We are subjeb ct to riskii substantiatt of its liabilitie ii s. s akk ssociated with the Reimbii l cash payments t tt o Htt onHH eywell,ll measured in substantiatt urserr ment Agreement, pursuant to which we are required to make ertain eference to estimaii onHH eywell oll l part by rb tes by Hb f co tt red amounts and certain othet r amounts could cause the amount we are required to pay uaa In connection with the Spin-Off,ff we entered into an agreement with Honeywell, pursuant to which we have obligations to certain Honeywell environmental liabia lities (“Reimbursement Agreement”). Refer to make cash payments to Honeywell forff Note 15. Commitments and Contingencies to Consolidated Financial Statements. In each calendar quarter, our abia lity t o pay dividends and repurchase capital stock, or take other material corporate actions, in such calendar quarta er are restricted until any amounts payable under thet Reimbursement Agreement in such quarter are paid to Honeywell and we are requiqq red to such amounts. use availabla e restricted payment capacity under our debt agreements to make payments in respect of anya Payment of deferff nder thet Reimbursement Agreement in respect of liabia lities arising in any given calendar year to exceed $140 million. All amounts payable under the Reimbursement Agreement are guaranteed by certain of our subsidiaries that act as guarantors under our principal credit agreement, subjeb ct to certain exceptions. Under the Reimbursement Agreement, we are subject to certain of the affirff mative and negative covenants that are substantially similar to those presently included in our principal credit o (i) amend or enter into waivers under our agreement. Further, pursuant to the Reimbursement Agreement, our ability t principal credit agreement or our indenturt e, (ii) enter into anoa ther credit agreement or indenture or make amendments or waivers thereto, or (iii) enter into or amend or waive anya provisions under other agreements, in each case, in a manner that would adversely affeff ct the rights of Honeywell under the Reimbursement Agreement, may be limited or subjeb ct to Honeywell’s prior written consent. The covenants contained in the Reimbursement Agreement and/or the consent right o engage in many types of significant transactions described in the preceding sentence may significantly limit our abia lity t on favorabla e terms (or at all), including, but not limited to, equity and debt finff ancings, liabia lity mtt anagement transactions, refinancing transactions, merger joint venturt es, and other strategic transactions. The Reimbursement Agreement may have material adverse effecff ts on our liquidity and cash floff ws and on our results of operations, regardless of whether we experience a decline in net revenue. The Reimbursement Agreement may also require us to accrue significant long-term liabia lities on our Consolidated Balance Sheets, the amounts of which will be dependent on facff tors outside our o manage and determine the outcomes of claims underlying the liabia lities. control, including Honeywell’s responsibility t This may have a significant negative impact on thet ial ratios and other metrics that are important to investors, rating agencies and securities analysts in evaluating our creditworthiness, and the value of our securities. Although we will have access to information regarding these liabia lities as we may reasonably request forff certain purposes, as well as the abia lity t o partirr cipate in periodic standing meetings with Honeywell’s remediation management team responsible for management of the underlying claims, the payment obligations under the Reimbursement Agreement relate ts that we will not control, and we accordingly do not expect to be able to to legal proceedings, costs and remediation efforff make definitive decisions regarda ing settlements or other outcomes that could influff ence our potential related exposure. calculation of key financaa rs, acquisitions, tt tt tt tt Regue lations and societal actiott ns to respond to gtt lobal climate ctt hange could negat e ivtt ely all ffa ecff t our busineii ss. 14 Resideo TecTT hnologies, Inc. ls such as natural gas/hydrogen mixtures. Manya ls to alternative power sources such as electricity or Responses to climate change may cause a shift aff way froff m fosff application with oil alternative fueff and gas systems. A shift away from fosff t our OEM customers’ business and result in a loss of business for them and for us. If we fail to adapt our solutions to alternative power sources, it could have an adverse effeff ct on our business, financial condition, results of operations, and cash flows. Similarly, regulations to drive higher fueff ncy and l to adapt our solutions to address requirements to support varyirr ng fuel mix could shift bff these needs in a timely manner. sil fueff of our thermal solutions are designed forff usiness away froff m us if we faiff ls could affecff ff l efficie sil fueff We have periodically communicated our strategies, commitments and targets related to environmental, social and governance (“ESG”) matters through the issuance of an ESG report. Although we are committed to thet se strategies and targets, we may be unabla e to achieve them due to impacts on resources, operational costs, regulatory changes and technological advancements. In light of the increased focus on ESG matters, there can be no certainty that we will manage such issues successfulff lure or perceived faiff lure by us in this regard could adversely impam ct our business and reputation. ly meet stakeholder expectations as to our proper role. Any faiff t we will successfulff ly, or thatt Risks Relating to Legal and Regulatory Matters Failure to comply withii ure to stt ŸŸ result in eŸpos ubstantt tiali disrii uptions, cs osts and liall bilitie ii s. the broad range of so tandardd ds, ls awll s aww nd regue lations in the jurisdictiott ns in which we opeo rate may aa e, product functionality,tt and environmental concerns. These standards, laws, or regulations may furff e activities, including but not The laws and regulations impam cting us impose complex, stringent and costly compliancaa limited to environmental, health, and safety protection standards and permitting, labeling and othe r requirements regarding, among other things, electronic and wireless communications, air emissions, wastewater discharges, the use, handling, and disposal of hazardous or toxic materials, remediation of environmental contamination, data security, data protection and data privacy, consumer protection and working conditions, and benefits for and compensation of our emplm oyees. We may also be affeff cted by future standards, laws or regulations, including those imposed in response to cybersecurity, eyy nergy, decarbonization, climate changa geopolitical, corporate social responsibility, data privacy, artificial intelligence, new types of online advertising or similar concerns. We expect that the growth of our business may depend on ncy standards, safety, data our development of new technologies in response to legislation and regulations related to efficie privacy and cybey rsecurity,tt ther impact our costs of operation, the sourcing of raw materials, and the manufacturt e, design, re-design and distribution of our products and ical place restrictions and other requirements or impediments on the products and solutions we can sell in certain geographa locations. The net revenue and margins of our business are directly impacted by government regulations, including safety, perforff marr rovals, as well as changes in trade agreements, tariffsff effiff ciency standards. We may develop unexpected legal contingencies or matters that exceed, or are excluded from, insurance coverage. We aWW re subject to and in the futff urtt e may be subject to various claims, including legal claims arising in the normal course of business. Such claims nefits claims, product recall, personal injury, nyy etwork security, breaches may include without limitation employment and be of or other non-complm iance with cybersecurity, dyy ata protection, data privacy or advertising and marka eting regulations, or property damage claims resulting froff m the use of our products, services, or solutions, as well as exposure to hazardous l property disputes. The actual costs of resolving legal claims may be materials, contract disputes, or intellectuat substantially higher or lower that n the level of insurance coverage we hold and/or the amounts accrued for such claims or may be excluded froff m coverage. In the event of unexpected future developments, it is possible that the ultimate resolutions of such matters could be unfavorable. uct certification regulations, particularly those driven by customer demands and national appaa , and environmental and energyr nce and prod a a ff Various laws and regulations as well as contracts we have entered into with third parties and our public notices apply to the collection, processing, transfer, disposal, disclosure and security of personal data and other types of regulated data, including obligations concerning clear, accurate and transa parent data use practices and advertising that is not misleading. aa application of many privacy and data protection laws and regulations around the world may be The interprr etation anda inconsistent with our existing data use, management and retention practices, public descriptions thereof or thet featurtt es of our products and services. Any such new laws or regulations, any changes to existing laws and regulations and any such interpretation may aaa tively transfer data across borders or advertise our products and services in support of our business operations, or increase the cost of providing our products l or perceived breach of such laws or regulations may subject us to claims and may and services. Additionally, any actuat lead to administrative, civil or criminal liabia lity,tt rr We could also be required to r re-design our products and services, which could fundamentally change our business activities and practices, or modify off have an adverse effecff cash flows. Claims or lawsuits related to cybersecurity, advertising, marketing, data protection or data privacy initiated by governmental bodies, customers or t on our business, financial condition, results of operations, anda our products and services, impact our ability t as well as fines and reputational harm. t demand forff o effecff ffecff tt 15 Resideo TecTT hnologies, Inc. other third parties, whether meritorious or not, could be time consuming, result in costly regulatory proceedings, litigation, penalties and fines, or require us to change our business practices, sometimes in expensive ways, or other potential liabia lities. Unfavorabla e publicity regarding our privacy practices could injure our reputation, harm our ability t o keep existing customers or attract new customers or otherwise adversely affecff t our business, assets, revenue, brands, and reputation. tt environment, the discovery of Changes in laws, regulations or government enforff cement of policies concerning thett previously unknown contamination or new technology or information related to individual contaminated sites owned or operated by Resideo, the establa ishment of stricter state or federal toxicity standards with respect to certain contaminants, or the imposition of new clean-up requirements or remedial techniques, could require us to incur additional currerr ntly t on our business, finff ancial condition, results of unanticipated costs in the future that would have a negative effecff operations, anda cash flows. We are currently subject to lawsaa and regulations regarding labor, employment and benefits matters, including consultation requirements, and may be subjeb ct in the futff urt e to government investigations and/or claims, allegations and/or work stoppages in these areas that may have a negative effecff t on our business operations and/or financial results. We cannot predicdd t with certaitt ntii y t and uncertainties. tt hett outcome of lo iti ll gai tion mattett rs, governmrr ent proceedindd gs, as nd othett r contingi encies In the ordinary course of business, we may make certain commitments, including representations, warranties and indemnities relating to currerr nt and past operations, and issue guaraa ntees of third-party obligations. We aWW re also subject to various lawsuits, investigations and disputes arising out of the conduct of our business, including matters relating to public prior acquisitions and disclosure and reporting, commercial divestitures, labor and employment matters, employee benefitff plans, intellectuat and environmental, health and safety matters. transa actions, government contracts, product l property,tt liabia lity,tt We have incurred, and may continue to incur, significant costs in connection with some or all of these matters, including in connection with the derivative lawsuits described in Note 15. Commitments and Contingencies to Consolidated Financial Statements. ff ive stipulation of settlement to resolve all of the pending lawsuits in relation to On February 3, 2023, we executed a definit rate governance the derivative lawsuits. Under the terms of the settlement, we agreed to implement or codify certain corporr reforms and reimbum rse the plaintiffsff the District of ’ attorneys’ fees of up to $1.6 million. The U.S. District Court forff Minnesota issued an order granting finff al approval of the settlement, judgment was entered on January 9, 2024 and thet action was dismissed with prejudice. The parties fileff d a joint stipulation and proposed order of dismissal for the Delaware Chancery action, which the court approved. While we maintain or may otherwise have access to insurance forff certain risks, certain risks may be excluded and the amount of our insurance coverage may not be adequate to cover the total amount of all insured claims, legal fees, costs and liabia lities and we may have to satisfy high insuranca e retentions. The incurrence of significant liabia lities forff which there is nt insurance coverage (or where there is availabla e insurance but high retention levels) could adversely affeff ct no or insufficie our liquidity and finff ancial condition, results of operations and cash floff ws. ff cleanup ouu As described in Note 15. ComCC mitments and ConCC tingencies to Consolidated Financial Statements, we are subjeb ct to f environmental hazards and to claims of personal potentially material liabia lities related to the investigation anda injuries or property damages that may aria se from hazardous substance releases and exposures. These liabia lities arise out of our current and past operations and the operations and properties of predecessor companies (including off-site waste disposal). We are also subjeb ct to potentially material liabia lities related to compliance of Resideo owned sites with the ents that regulate the discharge of materials into the requirements of varia ous fedff environment and the generation, handling, storage, treatment, and disposal of and exposure to hazardous substances. If we are foun d to be in violation of these laws and regulations, we may be subject to substantial finff es, criminal sanctions, trade ff restrictions, product recalls, public exposure and be required to install costly equipment or make operational changes to achieve complm iance with such laws and regulations. eral, state, local, and foreign governmrr Risks related to the Spin-Off aff nd our relationships with Honeywell In connection with the Spin-Off,ff we entered into the Tax Matters Agreement with Honeywell, pursuant to which we are oneywell for certain taxes, including certain income taxes, sales taxes, VATVV and payroll responsible and will indemnify Hff 16 Conflicts ff including: (cid:135) (cid:135) (cid:135) (cid:135) Resideo TecTT hnologies, Inc. taxes, relating to the business for all periods, including periods prior to the consummation of the Spin-Off (ff Agreement”). Refer to Note 15. ComCC mitments and ConCC tingencies to Consolidated Financial Statements. “Tax Matters as generally intended by Honeywell to be a tax-freff e transaction forff The Spin-Off wff our stockholders, but any failure to comply with the relevant tax requirements could result in certain of our stockholders incurrirr ng substantial tax liabia lities. In addition, we may have material payment obligations to Honeywell under the Tax Matters Agreement, including upon the ropriate allocation of tax liabia lities incurred in resolution of pending or future disputes with Honeywell regarding the appa connection with the Spin-Off.ff uu We presently have, anda in the futff urt e may have, disputes with Honeywell regarding the allocation of tax related liabia lities between us and Honeywell under the Tax Matters Agreement. While we maintain reserves for potential liabia lities arising oneywell for tax related liabia lities in under the Tax Matters Agreement, to the extent we are obligated to indemnify Hff respect of matters that are not reserved or in excess of reserved amounts, including upon resolution of any di spute with Honeywell, such paymaa t on our business, finff ancial condition andaa ents could have a material adverse effecff cash flows. aa ll usiness confln icts We have certaitt n bii additioii n, the agra eements t tt restritt ctiott ns on us and our subsidiaries and limit and we may from time to t interests,tt impacm t on our busineii materialii imtt ss and opeo rations. t we entered hatt tt tt ll ell wll . In ith respect to our past and ongoingii of interest withii Honeywe ose signig fii cant ll n connectiott n with the œpiœœ n-ii Off i into withii Honeywel l i e est rr e in oii tt o e tt ii y t our abilit ave a such agreements that could hll tes with Honeywe ngage in actions that may ba ur long-tgg ertt m b e have disdd pus relationshipsii ff mpii ell ull nderdd of interest may or have arisen with Honeywell in a number of areas relating to our past and ongoing relationships, tax, employee benefit, indemnificff ation and other matters arising froff m our separation froff m Honeywell; intellectual property matters; interpretations of contractuatt l arra angements; and business combinations involving our Company. We may not be able to resolve any potential conflicts, and, even if we do so, the resolution may be less favorabla e to us than if we were dealing with a party other that n our former parent company. tt tt o engage in actions that may baa o separate or otherwise divest businesses and modify off imposes material restrictions on our business and operations, in Note 15. ComCC mitments and ConCC tingencies to Consolidated Financial Statements, ay impose significant restrictions The agreements that we entered into with Honeywell in connection with the Spin-Off mff e in our long-term best interests. As on us and our subsidiaries and limit our abia lity t the described in more detail including limitations or Reimbursement Agreement r waive the terms of certain agreements impediments on our ability t t the rights of Honeywell under the Reimbursement Agreement. In addition, the in a manner that would adversely affecff Trademark Agreement is terminable by Honeywell under certain circumstances, including if we fail to comply with all material obligations, including the payment obligations, set forth in the Reimbursement Agreement. The Trademark Agreement also automatically terminates upon the occurrence of a change of contrott roved by Honeywell, and automatically terminates as to any subsidiary of Resideo upon it ceasing to be a wholly owned subsidiary of Resideo. Any termination of the Trademark Agreement could have a material adverse effeff ct on our business, finff ancial greement in respect of a change of condition, cash flows, and reputation. In addition, the provisions of the Trademark Arr control of Resideo or the sale of any interests in any subsidiary of Resideo may impact our abia lity t o enter into transactions kk that are otherwise in the best interests of our stockhol l of Resideo that is not appa ders. tt We and Honeywell also have had and may in the future have disputes under the agreements and related exhibits entered into in connection with the Spin-Off. In addition, becausaa e of their former positions with Honeywell, certain of our executive officff ers and directors, including the Chairman of the Board, own equity interests in Honeywell. Continuing ear to create potential conflicts of interest if our Company and ownership of Honeywell stock and equiqq ty awards could appa Honeywell facff e decisions that could have implications for both our Company and Honeywell. ff rr The tertt ms and we may not be able t of our debt documents mtt btaitt n aii ll o ott ay impom se restritt ctiott ns on our business and our opeo rations require substantt dditioii nal capital thatt future on favorable t t we need in t or at all.ll ii hett rr ertt ms ll tialii ii capia tal The terms of our varied indebtedness include a number of restrictive covenants that impose significant operating and financial restrictions on us and limit our abia lity t est interests, including actions such as incurring additional indebtedness, paying dividends, making investments or acquisitions, selling or s, economic downturns, or other negative events transferff o engage in actions that may be in our long-term b ring certain assets and other corpor ate actions. If market change a rr rr tt 17 Resideo TecTT hnologies, Inc. occur, our ability to comply with these covenants may be impaired and waivers froff m our lenders may not be provided. A breach of any of these covenanta s could result in an event of default under the terms of our indebtedness, giving lenders the t our business, finff ancial condition, results of right to accelerate the repayment of such debt, which could adversely affecff operations, and cash flows. Additionally, we might not have, or be able to obtain, suffiff cient funff ds to make these accelerated payments, and lenders could then proceed against any collateral. Any subsequeq nt replacement of the agreements governirr ng w indebtedness could have similar or greater restrictions. As a result of these restrictions, we such indebtedness, or any ne may be limited in how we conduct our business and pursue our strategy, unabla e to raise additional debt finff ancing to operate during general economic or business downturt ns or unable to compete effecff tively or to take advantage of new business opportunt ities. a ing capabilities, implement furff e our growth and development, upgrade and improve our We may require additional capital in the future to financa ther marketing and sales activities, fund ongoing research and development manufacturt rovals requirements, satisfy activities, satisfy regulatory and environmental compliance obligations and national appa obligations under the Reimbursement Agreement, funff d acquiqq sitions and meet general working capital needs. If our access to capital were to become constrained significff antly, or if costs of capital increased significantly, due to lowered credit ratings, increased interest rates, prevailing business conditions, finff ancial leverage, the volatility ott ts, decreased investor interest or other factors, our business, financial condition, results of operations and cash floff ws could be adversely affecff our abia lity to fund future development and acquisition activities could be impacted. f the capital markerr ted anda her We believe that we have adequaqq te capital resources to meet our projected operating needs, capital expenditures and ot t cash requirements, including payments to Honeywell under the Reimbursement Agreement. However, we may naa eed additional capital resources in the futff urt e and if we are unable to obtain suffiff cient resources for our operating needs, capital expenditures and other cash requirements forff any reason, our business, financial condition and results of operations could be adversely affecff ted. a Risks Relating to Our Common Stock and the Securities Market Our stock price has been volatile;ll stoctt kholdell r’s p’’ a ercentage ow nership i ii n oii ur Company mn ay be dilute ii d in t ii hett future. e significantly affeff cted by the folff The market price of our common stock has been volatile in the past and may be volatile in the futff urt e. The market price of lowing factors: actual or anticipated fluctuations in our operating our common stock may baa n line with such estimates; rr results; changes in financial estimates by securities analysts or our failure to perforff m i innovations, acquisitions, divestitures, strategic announcements by us or our competitors of significant partnerships, joint venturt es or capital commitments; the loss of, off r decrease in sales to, one or more key customers; global macroeconomic conditions; and departurtt es of key personnel. technical A stockholder’s percentage ownership in our Company may be diluted in the future becausaa e of common stock-based equity awards that we have granted and expect to grant in the future in accordance with our 2018 Stock Incentive Plan forff the benefit of certain emplm oyees and other service providers, as well as our equity plan for our non-employee directors. In addition, we may iaa ssue additional equity as necessary to finff ance our ongoing operations and futff urt e acquisitions. kk In addition, our Amended and Restated Certificate of Incorporation (“our Certificate”) autaa horizes us to issue, without the approval of our stockhol ders, one or more classes or series of preferred stock, which may have preferences over our common stock with respect to dividends and distributions, as our Board may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. Similarly, the repurchase or redemption rights or liquidation preferences that we could assign to holders of preferff red stock could affect the residual value of our common stock. In addition, we may pursue acquiqq sition opportunt ities forff which the consideration thereof may consist partially or entirely of newly issued shares of our common stock and such transactions would dilute the voting power and/or reduce the value of our common stock. ff Certaitt n pii rovisiii ons in oii ur governing dn ocdd uments may da isdd courage takeovers.rr Several provisions of our governing documents and Delaware law may discourage, delay or prevent a merger or acquisition. These provisions include, among others, that our stockholders are not permitted to act by written consent; stockholder nominations and proposals; limitations on the persons who may call special advance notice requiq rements forff o enter into business combination tratt nsactions. meetings of stockholders and limitations on our abia lity t tt These and other provisions of our governing documents and Delaware law may discourage, delay or prevent certain typtt of transactions involving an actuat es in control of our Company, including unsolicited l or a threatened acquisition or change aa 18 Resideo TecTT hnologies, Inc. takeover attempts, even thot ugh the transaction may offeff t price. common stock at a price above the prevailing markerr r our stockholders the opportunity to sell their shares of our General Risk Factors We depeee nd on the recruitmett could all dverserr nt and retention of qo ualified persorr nnel, all nd our faiff ial conditioii n, results ott luii peo rations, as nd cash flowll f oo ly affeff ct our business, financ ii s.ww re to attrtt act and retain such personnel nce is highly dependent upon the continued services of our Due to the complex naturt e of our business, our future perforff marr sign personnel and employees and management who have significant industry expertise, including our engineering and de velopment of additional personnel and the hiring of new trained sales force. Our performance is also dependent on the de operations. Competition qualified engineering, design, manufacturt talent and for quaqq lifieff d personnel in our markets is intense, many locations in which we operate have seen competition forff increases in wages, anda we may not be successfulff in attracting or retaining qualified personnel. The loss of key employees, our inability to attract new qualified employees or adequaqq tely train employees, or the delay in hiring key personnel could negatively affecff t our business, finff ancial condition, results of operations and cash floff ws. ing, marketing, sales and management personnel for our a ff tt Our effe ecff of those rulesll tive taŸtt , is n t ii hett rate willii be affeff ctedtt countries in wii by factortt s irr ncii hich we operate. ludingii changes in t ii aŸtt rules, and in t ii hett interpretation and applicll ationtt ing statutory tax rates, changa es in tax laws, regulations and judicial rulrr Our futff urt e results of operations could be adversely affeff cted by changes in the effeff ctive tax rate as a result of a change in the mix of earnings in countries with differff ings (or changes in generally accepted accounting principles, changes in the valuation of changes in the interpretation thereof),ff amount deferred tax assets and liabia lities, changes in the accrual balance of the Reimbursement Agreement, changes in thet of earnings permanently reinvested offsff hore, the results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures, and varia ous other governmental enforcement initiatives. Our tax expense includes estimates of tax reserves and refleff cts other estimates and assumptions, including assessments of our future earnings which could impact the valuation of our deferred tax assets. Changes in tax laws or regulations, including multi- jurisdictional changes enacted in response to the guidelines provided by the Organization forff Economic Co-operation andaa Development to address base erosion and profit shifting will increase tax uncertainty and may adversely impact our Economic Co-operation and Development has enacted provision for income taxes. For examplm e, the Organization forff in model rulrr es for a new global minimum tax (“Pillar Two”), and many governments around the world have enacted, or area the process of enacting, legislation on thet se rules, which may adversely impact our effeff ctive tax rate. Currency eŸchange rate fluctuatiott ns and finff ancial counterparty riskii s mkk ay adverserr ly affeff ct our results. ll iscussion and Analysiyy s oii We are exposed to a variety of market risks, including the effeff cts of changes in currency exchange rates. Refer to Part II, Item 7. Management’s D’ inFF ancial Condition and Results of Operations. Approximately 24% of our 2023 net revenue was derived outside the U.S., and we expect sales to non-U.S. customers to continue to represent a similar portion of our consolidated net revenue. A significant amount of our paymaa ent obligations, including pursuant to the Reimbursement Agreement, Tax Matters Agreement, and our debt obligations are denominated in U.S. dollars, which exposes us to foreign exchanga e risk. Finally, we generate significant amounts of cash outside of the U.S. that are invested with foreign finff ancial counterparties. f Fo r values of currencies occur from time to time and may,aa tions, Although we may enter into currency exchange contracts to reduce our risk related to currency exchange fluff ctuat changes in the relative faiff in some instances, have a material impact on our operations. We do not currently, but may in the future, hedge against our currency exposure and, thereforff e, our business will continue to be susceptible to currency fluctuations. While we employ comprehensive controls regarding d our operations and global cash management to guard against cash or investment loss and to ensure our ability t tion to the counterparties with whom we transact business could expose us to finff ancial loss. commitments, a material disruprr o funff tt We also translate assets, liabilities, revenue and expenses denominated in non-U.S. dollar currencies into U.S. dollars for our Consolidated Financial Statements based on applicable exchange rates. Consequently, fluff ctuat tions in the value of the U.S. dollar comparea d to other currencies may have a material impact on the value of these items in our Consolidated Financial Statements, even if their value has not changed in thet ir original currency. If we fail to maintain proper and effe ecff airei d and investortt e impii stattt emen ts could bll tive intii ertt narr views of uo s’rr l controls,ll s could be harmed. tt our abilit ii y t tt o ptt roduce accurate and timtt ll ely f inff anciali 19 Resideo TecTT hnologies, Inc. The Sarbar nes-Oxley Act of 2002 requires that we maintain effecff tive internal control over finff ancial reporting and disclosure controls and procedures. If we are not able to comply with the requirements of Section 404 thereunder in a timely manner, or if we or our independent registered public accounting firff m identify dff ncies in our internal control over finff ancial reporting that area deemed to be material weaknesses, the marka et price of our common stock could decline and we could be subject to sanctions or investigations by SEC or other regulatory authorities, which would require additional finff ancial and management resources. ff eficie Even if we were to conclude, and our auditors were to concur, that our internal control over finff ancial reporting provided reasonabla e assurance regarding the reliabia lity ott f finff ancial reporting and the preparation of finff ancial statements for external ses in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”), because of its inherent purpor ial reporting might not prevent or detect fraud or misstatements. This, in turn, could limitations, internal control over financa have an adverse impact on trading prices for our common stock, and could adversely affecff o access the capital markets. t our ability t rr tt If our goodwill, othett ificant charge to ett signi ii antt r int s.gg arnirr ngii gible all ssets att nd long-livll ed assets become impam ired, wdd e may be required to record a We test, at least annually, the carrying value of goodwill for impairment, as discussed in Note 2. Summary of Signi ificant Accounting Policies to Consolidated Financial Statements. We review other intangible assets and long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of the assets may not be recoverabla e. The estimates and assumptions about future results of operations and cash floff ws made in connection with the impairmerr nt l results of operations and cash floff ws. If the assumptions used in our analysis are not testing could differff ff from futur realized or if there was an adverse change in facff ts and circumstances, it is possible that an impairment expense may need to r value of our reporting units falls below their carrying amounts because of reduced be recorded in the futff urt e. If the faiff operating performance, market declines, changes in the discount rate, or other conditions, expenses forff impairment may be necessary. Any such expenses may have a material negative impact on our results of operations. There were no material impairment expenses taken durdd ing the years ended December 31, 2023, 2022, and 2021. e actuat a We may be r equireii d to mtt ake signifii cant cash contritt butions to ott ur defie neii d benefitff pension plans. We sponsor defined benefitff pension plans under which certain eligible employees will earn pension benefitsff . We hWW ave plansaa in several countries including the U.S., the terms of which require that such qualified definff ed benefit pension plans rent than our anta icipated asset maintain certain capitalization levels. Changes in discount rates and actuat returns can result in significant non-cash actuat ding requirements for our pension plans are largely dependent upouu l investment returt ns on pension assets and the impact of legislative or regulatory changes related to pension funding obligations. Our pension plan contributions may be material and could adversely impact our financial condition, cash flows, and results of operations. We may need to make pension plan contributions in future periods suffiff cient to satisfy funding requirements. l asset returns diffeff rial gains or losses. With regard to cash pension contributions, funff n interest rates, actuat Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity ise Risk Management (“ERM”) program, managed by members of senior management, to We have implemented an Enterprr identify,ff assess and monitor key risks that are aligned with our strategic and business objectives. Our policies and processes are based on recognized fraff meworks established by the National Institute of Standards and Technology (“NIST”), the International Organization forff ly NIST best practices in how we implement security and privacy controls. We uWW se NIST to define our practice in conducting risk assessments as well as to define our appa t of things (“IOT”) device security. We hWW ave identified various t our business, results of operations and finff ancial condition, including cybersecurity risks that could adversely affecff violation of privacy laws; intellectuat ft; fraff ud; business interruptu ion or ransomware; harm to customers or employees; and other legal and reputational risks. licable industry standards. We aWW ppa roach in managing internerr Standardization and othe l property thet r appa a Our Chief Information Security Offiff cer (“CISO”) oversees our information security program, leading a team responsible ise-wide cybersecurity strategy, policy, process, standards, and architecturt e. Our CISO holds an MBA in for enterprrr technology leadership experience, along with other technology management and has over certifications in effiff ciency and projeo ct manaa gement. Beyond the CISO, the security team in charge of incident manaaa gement twenty-five years of 20 Resideo TecTT hnologies, Inc. has a strong bench of experienced inforff mation security practitioners holding diverse degrees in science, technology, computer science and mathematics. Members of the operations team have certifications such as the Certified Inforff mation Systems Security Profesff sional (“CISSP”), Certified Information Security Manager (“CISM”), Offeff nsive Security Certified sional (“OSCP”), Certified Ethical Hacker and many more. They all come froff m backgrounds that complement Profesff sions in security and all of them have at least several years of indusdd try experience. profesff Internal and external experts regularly evaluate our information security program, with results reported to senior management and our Board of Directors. We aWW ctively collabor intelligence and law enforcement communities to continually assess and enhance the effecff tiveness of our information security policies and procedurdd es. ate with vendors, indusdd try experts, anda a We follow a structurt ed framework linked to specific security standards and the procedural practices that the security team employs in supporting associated activities. Our inforff mation security team works closely with our managed security service provider to triage identified anomalies and alerts that are raised as risks and work arr cross the company to validate ropriate. The global security operations center (“SOC”) within the CISO’s organization is the risk and act as deemed appa responsible for incident management including identificff ation, assessment of initial thrt eat, notificff ation of key stakeholders, containment, remediation, and recovery. We hWW ave a cross-funff ctional team prepared to respond in a timely manner to the incident and assess our obligations when incidents occur. cybersecurity training availabla e to all employees, this includes mandatory training forff We use technical safeguards to protect our systems from cybey rsecurity threats, including firff ewalls and access controls. As part of our risk management practice, and given the rapidly changing regulatory landscape, we focus on making relevant privacy anda all users on privacy anda security best practices, as well as awareness training tied to our phishing campaigns. Topics included in our yearly training include best practices in password hygiene, phishing awareness, data privacy and other focus areas. We pWW eriodically test our policies and practices to guard against cybersecurity threats and engage in audits, threat modeling, vulnerability t esting and table top exercises. tt We have an establa ished practice to oversee and manage thitt rd-party service providers in order to protect our interests related to cybersecurity threats. The Contract and Procurement Security Services (“CPSS”) process has several key requirements endors who manage or control our electronic inforff marr of third-party vtt tion resources to ensure they protect our interests in cybersecurity,tt including: adherence to cybersecurity best practices, such as the NIST Cybersecurity Framework; completion of a security assessment questionnaire prior to any contract execution; and through application of our GRC (Governance, Risk, and Compliance) Tool, which triggers automatic annual security reviews of vendors. The security compliance team within the CISO’s organization actively reviews and assesses the third party’s responses and takes appropriate actions based on thet responses. We continue to evaluate and enhance our systems, controls, and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies. tt The Board and the committees of the Board oversee our risk profile and exposures relating to matters within the scope of their authority. Among other matters, the Audit Committee is charged with oversight of Resideo’s risks relating to enterprise-wide cybersecurity, including review of the state of the Company’s cybersecurity policies and programs and steps management has taken to monitor anda control such exposures. Cybersecurity review with the CISO is a regular standing calendar item of the Audit Committee in connection with its overall ERM program oversight. In addition, our Information anda Technology Committee coordinates with Audit Committee on the oversight of our product technology and software cybersecurity program. The Audit Committee and Information and Technology Committee, together with the CISO, provide the fulff risks that impact us and the plans to mitigate them. The CISO’s reports to the committees and the Board include insights on operations, business cyber risks, emerging threats and key strategic initiatives driving improved security capabia lities, and special topics around what the Company is doing to strengthen Resideo’s security posture. l Board with visibility i nto thett tt Item 2. Properties Our corporr rate headquarta ers is located in Scottsdale, Arizona. The Products and Solutions segment owns or leases 20 manua ing sites and 3 warehouses. The ADI Global Distribution segment owns or leases 169 stocking locations and 5 warehouses. The Corporate segment leases 3 sites. There is 1 facturt 21 Resideo TecTT hnologies, Inc. warehouse and 55 othet including officff es and engineering, and lab sa ites used by the Products and Solutions segment. r sites owned or leased by both the Products and Solutions and ADI Global Distribution segments, The folff lowing tabla e shows the regional distribution of these sites: Sites Americas Asia Pacific EMEA 166 9 81 We also sublease 1 site that includes offiff ce and engineering space froff m Honeywell, which is included aboa 27 warehouses are operated by third parta ies. Honeywell also leases or subleases 4 manufacff offiff ce and warehouse space, from us. ve. In addition, turing sites and other sites, with We believe our properties are adequate and suitabla e forff our business as presently conducted and are adequately maintained. Item 3. Legal Proceedings We are subject to various lawsuits, investigations and disputes arising out of the conducdd t of our business, including matters prior acquiqq sitions and divestitures, employee relating to commercial transactions, governmrr ent contracts, product liabia lity,tt any contingency tt matters, intellectuat that is probabla e of occurrence and reasonabla y estimable. We cWW ontinually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. We do not currerr ntly believe that such matters are material to our results of operations. and environmental, health and safety matters. We rWW ecognize a liabia lity f l property,tt orff Refer to Note 15. Commitments and ConCC tingencies to Consolidated Financial Statements. Item 4. Mine Safety Disclosures Not applicable. 22 Resideo TecTT hnologies, Inc. PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the symbol “REZI.” On February 2, 2024, there were 34,908 holders of record of our common stock and the closing price of our common stock on the New York Stock Exchange was $17.10 per share. As of Februarr roximately 145 million shares of our common stock were outstanding. ry 2, 2024, appa Dividends We have never declared or paid any cash dividends on our common stock and we currently do not intend to pay cash dividends. We currently expect to retain any futff urt e earnirr ngs to funff ack debt obligations or to repurchase our common stock. The Board’s decision regarding any futff urt e payment of dividends will tors, including our financial condition, earnings, suffiff ciency of distributablea depend on the consideration of many facff reserves, opportunities to retain futff ure earnirr ngs forff use in the operation of our business and to fund future growth, capital requirements, debt service obligations, obligations under thet Reimbursement Agreement, legal requirements, regulatory constraints, and other factors that the Board deems relevant. Additionally, the terms of the indebtedness we incurred in r amounts owed to Honeywell connection with the Spin-Off,ff obligations under the Reimbursement Agreement and othe under thet o pay cash dividends. a icense and Patent Cross-License Agreements, will limit our ability t Tax Matters Agreement, Trademark Lrr expansion of our business, pay baa d the operation anda tt Issuer Purchases of Eo quity Securities lowing tabla e summarizes inforff mation with respect to the purchase of our common stock during the three months The folff ended Decembem r 31, 2023. Share Repurchases (1) Total Number of Shares Purchased (thousands) (2) Average Price Paid per Share Excluding Commissions Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (thousands) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (millions) Period October 1, 2023 to October 28, 2023 October 29, 2023 to November 25, 2023 NNovember 26, 2023 to December 31, 2023 Total (1) This table does not include thett (2) Refer to Note 20. Stockhokk 12 550 157 719 $ $ $ $ 15.72 16.03 16.36 16.15 $ $ $ 12 550 157 719 tures of equity att wards. 120 111 109 value of equity att wards surrerr ndered to satisfy t ff ax withholding obligations or forfeiff lderdd s’rr Equity to the Consolidated Financial Statements for informar tion about thett share repurchase program. Stock Perfor rmance lowing graph shows a comparison through December 31, 2023 of the cumulative total returns forff (i) our common The folff (iii) the S&P 400 Indusdd trials assuming an initial investment of stock, (ii) the S&P Small Cap 600 TotTT al Return Index anda $100 in thet stock or the index on December 31, 2018 and reinvestment of all dividends. This graph covers the period from December 31, 2018 through December 31, 2023. The returns in the graph are not intended to forecast or be indicative of possible futff urt e performance of our common stock. 23 Resideo TecTT hnologies, Inc. $250 $200 $150 $100 $50 $0 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Resideo S&P Small Cap 600 Total Return Index S&P 400 Industrials Item 6. [RESERVERR D] 24 Resideo TecTT hnologies, Inc. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions, except per share amounts) lowing Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help The folff you understand the results of our operations and finff ancial condition forff the three years ended December 31, 2023, anda should be read in conjun nction with the Consolidated Financial Statements and the notes thereto contained elsewhere in thist Form 10-K. Overview and Business TreTT nds turer and distributor of technology-driven products and solutions that help homeowners We are a leading global manufacff and businesses stay connected and in control of their comfort, security and energy use. We aWW re a leader in the home heating, carbon monoxide detection home safety and fire suppuu ventilation and air conditioning controls markets, smoke anda ression products, and security markets. We have a global fooff tprint serving commercial and residential end-markets. We mWW anage our business operations through two operating segments, Products and Solutions and ADI Global Distribution. The Products and Solutions operating segment, consistent with our indusdd try, has a higher gross and operating profit profile in comparison to the ADI Global Distribution operating segment. rings include temperature and humidity control, energy products and Our Products and Solutions operating segment offeff solutions, water and air solutions, smoke and carbon monoxide detection home safety products, security panels, sensors, peripherals, communications devices, video cameras, other home-related lifesff tyle convenience solutions, cloud infrastructurt e, installation and maintenance tools, and related softwff are. Our ADI Global Distribution business is a leading wholesale distributor of low-voltage products including access control, fire detection, security, and video products and participates significantly in the broader related markets of audio, communications, data communications, networking, power, ProAV,AA smart home, and wire and cable. Our ADI Global Distribution strategy is focff used on growth in our omni-channel presence, expansion into adjacent marka ets, and continuedn enhancements to our value-add services to support our profesff sional installers’ efficie ncy and profitaff bia lity.tt ff e is influff enced by macroeconomic factors such as repair anda Our finff ancial perforff manca residential and non-residential construction, employment rates, interest rates and bank lending standards, supply chain dynamics, and the n the global macroeconomic conditions have overall macroeconomic environment. The ongoing uncertainty and volatility i affeff cted and could continue to affeff ct our visibility t oward futff urt e performance. While we believe supply chain and logistics will continue to normalize over 2024, customer demand continues to moderate as inventories rebalance over the period and uncertainties remain including the potential forff interest rates, increased labor costs, reduced r markets, elevated mortgage rates, unfavff orable foreign currency impacts from a consumer spending due to softeff ning laboa stronger U.S. dollar, and potential market and other disrupt ion froff m the ongoing conflict between Russia and Ukrakk ine as rr well as the Middle East crisis between Hamas and Israel. remodeling activity,tt changes in inflatio n anda ff tt tt Current Period Highlights (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) Net revenue of $6.24 billion in 2023, down 2% froff m $6.37 billion in 2022 Gross profit margin of 27.2%, compared to 27.7% in the prior year comparable period Income from operations of $547 million, or 8.8% of revenue, compared t $o 611 million, or 9.6% of revenue in 2022, including restrucrr turing and impairment expenses of $42 million a dnd $35 million in 2023 and 2022, respectively Fully diluted earnings per share of $1.42, compam red to $1.90 per share in the same period last year Cash Flow From Operations was $440 million in 2023 as compared to $152 million in 2022 Outlook Expectations for key macro trends expected to impact our business in 2024 include residential repair and remodel activity tion starts expected to grow low to mid-single digits. flat to down low-single-digits year-over-year, residential new construcrr We expect ADI’s key commercial markets to grow low-single-digits with continued headwinds in the residential security business. We expect these trends to support our 2024 year-over-year revenue outlook of flat to down low single-digits. 25 Recent Developments Resideo TecTT hnologies, Inc. On January 23, 2023, we acquired 100% of the outstanding equity of BTX TecTT hnologies, Inc., a leading distributor of profesff sional audio, video, data communications and broadcast equipment. This acquisition will allow ADI to further expand our ProAV and private brand offerff ings across North America. tt During the third quarter of 2023, we announced a restructurt For the twelve monthst These expenses primarily related to workfor ended December 31, 2023, we recognized restructurt ce reductions. rr ing program to align our cost structurt e with market conditions. ing and impairment expenses of $42 million. the repurchase of On August 3, 2023, we announced that our Board of Directors authorized a share repurchase program forff up to $150 million of our common stock over an unlimited time period. During the twelve months ended December 31, 2023, we repurchased 2.6 million shares of common stock in the open market at a total cost of $41 million. On August 9, 2023, we acquired 100% of the outstanding equity of Sftyff SA, a developer of cloud-based services providing operty managers with smoke, carbon monoxide and water leak detection products. This alerts to multifamff acquisition will allow us to furff ings in the Products and Solutions business segment. our safety and security service offerff ily homes and pr ther expanda a $86 million, subjeb ct to working capital On October 16, 2023, we sold the Genesis Cabla e business in a cash transaction forff and other closing adjustments. We rWW ecognized a pre-tax gain of $18 million in othet r expenses, net in our Consolidated Statements of Operations, which includes $5 million of divestiture related costs. The divested business did not represent a strategic shift that has a majoa r effecff t on our operations and finff ancial results, and, as such, it was not presented as discontinued operations. 26 Resideo TecTT hnologies, Inc. Results of Operations This section of the Form 10-K discusses fisff cal 2023 and fisff cal 2022 items and year-over-year comparisons of these periods. Discussions of fisff cal 2021 items and year-over-year compam risons between fisff cal 2022 and fisff cal 2021 that are not included in this Form 10-K can be foun d in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in the Company’s 2022 Annual Report on Form 10-K fileff d February 21, 2023. ff The folff lowing tabla e represents results of operations on a consolidated basis for the periods indicated: (in millions, except per share data and percentages) NNet revenue Cost of goods sold Gross profit Grosrr s Profio t % Operating expenses: Research and development expenses Selling, general and administrative expenses Intangible asset amortization Restructurt ing and impam irment expenses Total operating expenses Income from operations Other expenses, net Interest expense, net Income before taxes Provision forff income taxes Net income Earnings per share: Basic Diluted Net Revenue Years Ended December 31, 2023 2022 $ change % change $ $ 6,242 4,546 1,696 27.2 % $ 6,370 4,604 1,766 27.7 % 109 960 38 42 1,149 547 169 65 313 103 210 111 974 35 35 1,155 611 139 54 418 135 283 (128) (58) (70) (2) (14) 3 7 (6) (64) 30 11 (105) (32) (73) (2.0)% (1.3)% (4.0)% (50) bps (1.8)% (1.4)% 8.6 % 20.0 % (0.5)% (10.5)% 21.6 % 20.4 % (25.1)% (23.7)% (25.8)% $ $ 1.43 1.42 $ $ 1.94 1.90 $ $ (0.52) (0.49) (26.5)% (25.5)% Net revenue for the year ended December 31, 2023 was $6,242 million, a decrease of $128 million, or 2.0%, from the prior year, driven primarily by lower volume of $414 million and unfavff orable foreign exchanga tions of $10 million. Partially offsff etting these decreases were $153 million from acquisitions and higher selling prices of $143 million across both segments. e fluff ctuat 27 Gross ProPP fito Resideo TecTT hnologies, Inc. The chart below presents the drivers of the gross profit variance froff m the ye 2023. tt ar ended December 31, 2022 to December 31, $2,000 $1,766 $1,500 $(133) $(39) $49 $40 $13 $1,696 s n o i l l i M n i $ $1,000 $500 2022 Gross Profit Sales Volume Price/Mix Freight Material Costs Other 2023 Gross Profit Gross profit dollars decreased in 2023 as noted in the chart above. Gross margin of 27.2% was 50 bps lower when compared to 27.7% in the prior year primarily due to lower unit volume and unfavff orable product mix. Research and Developll ment EŸpeŸŸ nses Research and development expenses for the year ended December 31, 2023, were $109 million, a decrease of $2 million as compared to the same period in 2022. The decrease was primarily driven by net cost savings of $5 million offsff et by additional research and development costs of $3 million from the acquisition of First Alert, Inc. in first quarter of 2022. œelling,n General and Admidd niii stii ratt tive EŸpEE enses the year ended December 31, 2023, were $960 million, a decrease of Selling, general and administrative expenses forff $14 million, or 1.4%, as compared to the same period in 2022. The decrease was driven by cost savings froff m restrucrr turing actions of $42 million that more than offsff et $18 million in costs related to the inclusion of First Alert, Inc. and $10 million of transaction costs incurred in the firff st quarter of 2022. 28 Restrutt cturing and Impaim rmii ent EŸpEE enses Resideo TecTT hnologies, Inc. In the fouff for growth resulting in restrucrr fully execute our restructurt rth quaqq rter of 2022, and throughout 2023, we have taken actions to lower costs, increase margins and position us turing and impairment expenses of $35 million and $42 million, respectively. We expect to ing initiatives and programs over the next 12 to 24 months. Restructurt ing and impamm irment expenses were allocated among our segments as follows: (in millions) Products and Solutions ADI Global Distribution Corporate Restructurt ing and impam irment expenses Intangible Asset Amortiztt ationtt December 31, 2023 2022 $ $ 27 12 3 42 $ $ 29 2 4 35 Intangible asset amortization increased $3 million for the ye in 2022 due to the increased amortization costs primarily due to intangibles obtained through further informarr ar ended Decembem r 31, 2023, as compared to the same period acquisition activities. For ible Assets, net to Consolidated Financial Statements. tion refer to Note 9. Goodwill and IntII angtt tt t Othett r EŸpEE enses, Net Other expenses, net increased $30 million for the year ended December 31, 2023, as compam red to the same period in 2022 due to increased Reimbursement Agreement expenses as noted in Note 15. ComCC mitments and Contingencies. Other expenses, net includes $18 million gain recorded in connection with the sale of the Genesis Cable business. Interest EŸpeŸŸ nse, Net year ended December 31, 2023 as compared to the same period in 2022, Interest expense, net increased $11 million for thet due to higher interest rates in 2023 compam red to 2022 and additional borrowings of $200 million in March 2022 under A&R Credit Agreement. TaŸ Eaa ŸpeEE nse Income tax expense of $103 million for the year ended December 31, 2023, includes $16 million of discrete tax benefit.ff The effecff of $16 million, was 37.9% tive tax rate for the year ended December 31, 2023, excluding discrete tax benefitsff versus 33.7% for the same period in 2022, which excluded a discrete tax benefit of $6 million. Income tax expense decreased forff the year ended December 31, 2023, primarily due to a decrease in pre-tax earnings and a change in the tax basis of forff eign assets. The increase in the overall effeff ctive tax rate was primarily driven by non- deductible indemnification costs, other non-deductible expenses, and U.S. taxation of forff eign earnings. 29 Resideo TecTT hnologies, Inc. œegme ent Resultsll of Operatiott ns Produrr cts att nd Solutions The chart below presents net revenue anda income from operations for the years ended December 31, 2023 anda 2022. Products and Solutions Net Revenue & Income from Operations $2,672 $2,783 $4,000 $2,000 s n o i l l i M n i $ $0 $495 $527 2023 2022 Net revenue Income from Operations e fluff ctuat Products and Solutions revenue decreased $111 million, or 4%, mainly due to lower sales volume of $307 million and t by price increases of $102 million and $99 million unfavff orable foreign exchanga of revenue from First Alert, Inc. Income froff m operations decreased $32 million, or 6.1%, from the same period in 2022, primarily due to lower sales volume of $166 million, restrucrr turing expense of $27 million, and unfavff orable price/mix of $38 million from mix shifts to lower priced products. Partially offsff etting the unfavff orable impacts to income fromff operations were $97 million of lower manufacff narya environment stabia lizing and $20 million from the First Alert, Inc. acquisition. turing input costs, primarily material and freff tions of $5 million, partiall ight, due to the inflatio y offseff rr ff ADI GDD lobal Distri ii bution The chart below presents net revenue anda income from operations for the years ended December 31, 2023 and 202 a 2. ADI Global Distribution Net Revenue & Income from Operations $3,570 $3,587 $5,000 $2,500 s n o i l l i M n i $ $0 $270 2023 $313 2022 Net revenue Income from operations ADI Global Distribution net revenue decreased $17 million, or 0.5%, driven by lower volume of $108 million, primarily in sales of residential security and AV cAA ategories, and $5 million of unfavorabla e forff eign exchange fluctuations, partially offsff et by $55 million of revenue due to acquisitions and $41 million from price increases. Income from operations decreased $43 million, or 14%, due to $23 million of higher inpun t costs, primarily material, $17 million of lower sales volume, and $12 million of restructurt ing expenses, slightly offsff et by other favff orable impacts of $7 million. 30 Resideo TecTT hnologies, Inc. Corporate Corporate costs for the year ended December 31, 2023, were $218 million, a decrease of $11 million, or 5%, from $229 million in the same period of 2022. The decrease was primarily due to the cost savings actions offsff etting incremental selling, general and administrative costs froff m the acquisition of First Alert, Inc, which totaled $11 million. Capital Resources and Liquidity As of December 31, 2023, total cash and cash equivalents were $636 million, of which 50% were held by foreign subsidiaries. Our liquidity is primarily dependent on our ability to continue to generate positive cash floff ws from operations, supplemented by external sources of capital as needed. Additional liquidity may aaa credit facility i tt lso be provided through access to the capital markets and our five-year senior secured revolving n an aggregate principal amount of $500 million (the “A&R Revolving Credit Facility”tt ). Liqui idity rate of sales growth, market acceptance of our Our futff urt e capital requirements will depend on many factors, including thet products, the timing and extent of research and development projects, potential acquiqq sitions of companies or technologies and the expansion of our sales and marka eting activities. We may enter into acquisitions or strategic arra angements in thet ing. While we may elect to seek additional future, which also could require us to seek additional equity or debt financa ient funding at any time, we believe our existing cash, cash equivalents and availabia lity utt to meet our capital requiq rements through at least the next 12 months and the longer term. nder our credit facilities are sufficff We may froff m time to time take steps to reduce our debt or otherwise improve our finff ancial position. These actions could include prepayments, open market debt repurchases, negotiated repurchases, other redemptions or retirements of ing of debt, raising additional capital or divesting certain assets. The amount of outstanding debt, opportunistic refinanca prepayments or the amount of debt that may be refinff anced, repurchased or otherwise retired, if any, wyy ill depend on marka et conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. Our affiff liates may also purchase our debt from time to time through open market purchases or other transactions. In such cases, to pay interest in accordance with the terms of the debt, and our debt may not be retired, in which case we would continuenn we would continuen to reflect the debt as outstanding on our Consolidated Balance Sheets. Creditdd Agreement On February 12, 2021, we entered into an Amendment and Restatement Agreement with JP Morgan Chase Bank N.A. as administrative agent (the “A&R Credit Agreement”). This agreement effecff tively replaced our previous senior secured credit facilities. On March 28, 2022, we entered into a First Amendment, which amended thet A&R Credit Agreement to include an additional aggregate principal amount of $200 million in loans. On June 30, 2023, we entered into a Second Amendment, which amended the A&R Credit Agreement to replace the interest rate reference rate of LIBOR with the secured overnirr ght finff ancing rate (“SOFR”). Refer to Note 11. Long-Term Debt and Note 12. Derivative FinFF ancial Instruments to the Consolidated Financial Statements for a description of our debt obligations and the timing of futff urt e principal and interest payments, including impacts from our Swap Aa greements. œenior Notes due 2‰2‹ On August 26, 2021, we issued $300 million in principal amount of 4% senior unsecured notes due in 2029 (“the Senior Notes due 2029”). The Senior Notes due 2029 are senior unsecured obligations of Resideo guaranteed by our existing anda future domestic subsidiaries, rank equally with all of our senior unsecured debt, anda are senior to all of our subordinated debt. 31 Resideo TecTT hnologies, Inc. As of December 31, 2023, we had $1,419 million of long-term debt outstanding under our A&R Credit Agreement and to Note 11. Long-TerTT m Debt to Senior Notes due 2029, of which $12 million is due in the next 12 months. Referff Consolidated Financial Statements. œhare Repurchase ProPP gramo On August 3, 2023, we announced that our Board of Directors authorized a share repurchase program for the repurchase of up to $150 million of our common stock over an unlimited time period. During the twelve months ended December 31, 2023, we repurchased 2.6 million shares of common stock in the open markerr t at a total cost of $41 million. As of December 31, 2023, we had appaa roximately $109 million of authorized repurchases remaining under the share repurchase program. Cash Flowll œummary for thett Years Err ndEE eddd December 3ı, 2‰23 and 2‰22 Our cash floff ws from operating, investing and financa reflected in the audaa ited Consolidated Financial Statements are summarized as follows: ing activities forff the years ended December 31, 2023 and 2022, as Cash provided by (used for) operating activities: Operating activities Investing activities Financing activities Effeff ct of exchange rate changes on cash $ NNet increase (decrease) in cash, cash equivalents and restricted cash $ 2‰23 compared withii 2‰22 Years Ended December 31, 2022 $ change 2023 440 $ (44) (64) (24) 308 $ 152 $ (764) 170 (8) (450) $ 288 720 (234) (16) 758 Net cash provided by operating activities forff the year ended December 31, 2023, was $440 million. Compared to the prior year, net cash provided by operating activities increased $288 million primarily due to decreases in cash flows related to and other current assets of $277 million, an increase in cash flows related to accounts accounts receivabla e, inventory,rr payable anda ncrease in long-term liabia lities. Those amounts were partially offsff et by a decrease in net income of $73 million. accruerr d liabia lities of $48 million and an increase in other, net of $76 million primarily due to an ia investing activities forff Net cash used forff the year ended December 31, 2023 was $44 million, a decrease of $720 million compared to the prior year, primarily due to a decrease in acquisitions of $649 million resulting froff m the First Alert, Inc acquisition occurring in the prior year. During the fourth quarter of 2023, we also received $86 million in proceeds from the sale of Genesis. These amounts were offseff t by a decrease in capital expenditures of $20 million from 2022 to 2023. Net cash used forff financing activities was $64 million during the year ended December 31, 2023, a decrease of $234 million comparea d to 2022, primarily due to the $200 million of proceeds from the A&R Credit Agreement to support the First Alert, Inc. acquisition in 2022, partially offsff et by $41 million of common stock repurchases under our share repurchase program durdd ing 2023. Contratt ctual Obligll atiott ns and ProPP bable Lll iabilit ii y Ptt ayPP ments In addition to our long-term debt discussed aboa obligations. Reimbursement Agreement Payments ve, our material cash requirements include the following contractual t In connection with the Spin-Off,ff we entered into the Reimbursement Agreement with Honeywell. As of December 31, f $652 million was deemed probabla e and reasonably estimabla e; however, it is possible we could pay $140 2023, a liabia lity ott million per year (exclusive of any late payment feeff s up to 5% per annum) until the earlier of: (1) Decembem r 31, 2043; or (2) December 31, of the third consecutive year during which the annual reimbursement obligation (including in respect of deferred payment amounts) has been less than $25 million. During the year ended Decembem r 31, 2023, we paid Honeywell 32 Resideo TecTT hnologies, Inc. $140 million under this agreement. For further discussion on the Reimbursement Agreement referff Commitments and ContCC ingencies to Consolidated Financial Statements. to Note 15. Environmental Liability We make environmental liabia lity ptt 2023, $22 million was deemed probabla e and reasonably estimabla e. ayments forff sites which we own and are directly responsible for. As of December 31, Operating Leases turing sites, offiff ces, engineering and lab sites, We have operating lease arrangements forff stocking locations, warehouses, automobiles, and certain equipment. As of December 31, 2023, we had operating lease payment obligations of $205 million, with $39 million payabla e within 12 months. the majority of our manufacff Purchase Obligations We enter into purchase obligations with various vendors in the normal course of business. As of December 31, 2023, we had purchase obligations of $342 million, with $142 million payabla e within 12 months. Capia taii l EŸpEE endituii res We believe our capital spending in recent years has been suffiff cient to maintain efficie important product and process redesigns and to expand capaaa freed up capacity in our manufacturt expand and modernirr ze our existing facff nt production capacity, tyy o implement rojeo cts have ilities and are expected to continue to do so. We eWW xpect to continue investing to city to meet increased demand. Productivity ptt city for new product development. ilities and to create capaaa ing facff ff Off-ff Ba- lance œheœœ et Arrangements We do not engage in any off-bff alance sheet finff ancial arrangements that have or are reasonabla y likely to have a material current or future effeff ct on our finff ancial condition, changes in finff ancial condition, net revenue or expenses, results of operations, liquiqq dity, capital expenditures, or capiaa tal resources. Critical Accounting Estimatestt Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP, wPP hich require us to make estimates and assumptions that affeff ct the reported amounts of assets and liabia lities at the date of the finff ancial statements and the reported amounts of revenue and expenses during the periods presented. We rWW eview our critical accounting policies throughout the year. We consider the accounting policies discussed below to be critical to the understanding of our Consolidated Financial Statements. Actual results could diffeff to Note 2. Summary of Signi ificant Accounting Policies to Consolidated Financial Statements. r froff m our estimates and assumptions. Referff Goodwill We review the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carryrr rth quarter. If the carrying value of a reporting unit exceeds its fair value, we record a goodwill impairmerr nt loss as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Refer to Note 9. Goodwidd ll and IntII angible Assets, net to Consolidated Financial Statements. ing values may not be recoverable and annually, on the first day of the fouff Warranties and Guarantees producdd ts sold are recognized based on an estimate of the amount that eventually will be Expected warranty costs forff nda required to settle such obligations. These accruals are based on factors such as past experience, length of the warranty att various other considerations. Costs of product recalls, which may include the cost of thett product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of the warrantya accrual at the time an obligation becomes probable and can be reasonably estimated. We periodically adjud st these 33 Resideo TecTT hnologies, Inc. provisions to refleff ct actual experience and other facts and circumstances that impact the statust Note 15. Commitments and Contingencies for additional inforff mation. of existing claims. Refer to Revenue We enter into contracts that pertain to products, which are accounted for as separate performance obligations and are typically one year or less in durdd ation. A contract’s transaction price is allocated to each distinct perforff manca e obligation and recognized as revenue when, or as, the perforff mancaa e obligation is satisfied. For product sales, typically each product sold to a customer represents a distinct perforff manca e obligation. Revenue is measured as the amount of consideration expected to be received in exchange for our products. We rWW ecognize the majority of our revenue froff m performance obligations outlined in contracts with our customers that are satisfied at a point in time, generally when the product has shipped from our red to the customer. For certain products, it is industry practice that customers take title to facility att products upon delivery,rr cash discounts, volume rebates and other customer incentive programs, as well as gross customer returtt ns, among others, are recorded as a reducdd tion of sales at the time of sale based upon the estimated futff urt e outcome. Cash discounts, volume rebates and other customer incentive programs are based upon certarr in percentages agreed upon with various customers, which are typiyy cally earned by the customer over an annual period. at which time revenue is then recognized. Allowances forff nd control has transferff ff nce, historical data, andaa riable consideration, which includes customer volume rebates and prompt payment discounts. Revenue is adjusted for va We measure variabla e consideration by estimating expected outcomes using analysis and inputs based upon anticipated current and forecasted information. Customer returns are recorded as a reduction to sales perforff marr on an actual basis throughout the year and also include an estimate at the end of each reporting period forff future customer returns related to sales recorded prior to the end of the period. We generally estimate customer returns based upon the time lag that historically occurs between the sale date and the return date, while also factoring in anya new business conditions that might impact the historical analysis such as new product introduction. Measurement of variabla e consideration is reviewed by manaa gement periodically and revenue is adjud sted accordingly. We do not have significant finff ancing components. Refer to Note 5. Revenue Recognition to Consolidated Financial Statements. Reimbursement Agreement In connection with the Spin-Off,ff we entered into the Reimbursement Agreement, pursuant to which we have an obligation to make cash payments to Honeywell in amounts equal to 90% of payments, which include amounts billed, with respect to certain environmental claims, remediation and, to the extent arising after the Spin-Off,ff hazardous exposure or toxic tort claims, in each case, including consequential damages (the liabia lities) in respect to specified Honeywell properties contaminated through historical business operations prior to the Spin-Off (Honeywell Sites), including the legal and other costs of defending and resolving such liabia lities, less 90% of Honeywell’s net insurance receipts relating to such liabia lities, and less 90% of the net proceeds received by Honeywell in connection with (i) affiff rmative claims relating to such liabia lities, (ii) contributions by other parties relating to such liabia lities and (iii) certain property sales. The amount payable in respect of such liabia lities arising in any given year is subject to a cap of $140 million. Reimbursement Agreement expenses are presented within other expense, net in the Consolidated Statements of Operations and within other accrued liabia lities payable under Indemnification Agreements in the Consolidated Balance Sheets. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. Income Taxesa income taxes when, Significant judgment is required in evaluating tax positions. We eWW stablished additional reserves forff despite the belief that tax positions are fulff ly supportabla e, there remain certain positions that do not meet the minimumm recognition threshold. The approach for evaluating certain and uncertain tax positions is defined by the authoritative guidance which determines when a tax position is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, we, along with our subsidiaries, are examined by various federal, state and forff eign tax authorities. We regularly assess the potential outcomes of these examinations and anya future examinations for the current or prior years in determi ning the adequacy of our provision for income taxes. We cWW ontinually assess the deferred likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liabia lity att taxes in the period in which the facts that give rise to a change in estimate become known. Refer to Note 17. Income Taxesa to Consolidated Financial Statements. nda rr 34 Resideo TecTT hnologies, Inc. Other Matters Litigii atiott n, Enviroii nmental MatMM tett rs and thett Reimbursement Agreement Refer to Note 15. Commitments and ConCC tingencies to Consolidated Financial Statements. Recent Accountingii Pronouncements Refer to Note 2. Summary of Signi ificant Accounting Policies to Consolidated Financial Statements. Cautionary Statement Concerning Forward-Looking Statements rr This Annual Report on Form 1 0-K contains forff ward-looking statements within the meaning of the Private Securities Litigation Reforff m Act of 1995. These statements can be identifieff d by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about our industries and our business and finff ancial results. Forward-looking statements ofteff n include words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals” and words and terms of similar substance in connection with discussions of futff urt e operating or finff ancial perforff manca e. This 10-K includes industry anda market data that we obtained from various third-party sources, including forff ecasts based upon such data. As with any projeo ction or forff ecast, forward-looking statements are inherently susceptible to uncertainty and change s in l results may vary materially from those expressed or implied in our forward-looking statements. circumstances. Our actuat Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Aff lthough we believe that the forff ward-looking statements contained in this Form 10-K are based on reasonabla e assumptions, you should be aware that manyaa l finff ancial results or results of operations and could cause actual results to differff materially from those in such forff ward-looking statements, including but not limited to: factors could affeff ct our actuat a tt (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) (cid:135) tt tt o identify c ff successfulff turers, including ou ir nabia lity tors such as interest rates, o retain or expand relationships with significant customers; ly market new technologies, products, and services to consumers; onsumer preferences and industry standards, develop and protect intellectuat competition froff m other companies in our markets and segments, as well as in new markets and emerging markets; our ability t l property tt related thereto, anda our reliance on certain suppliers; the impact off disruptions in our supply chain from third-party suppliers and manufacff to obtain necessary raw materials and product components, production equipment or replacement parts; inability t o consummate acquisitions on satisfactory terms or to integrate such acquisitions effeff ctively; the impact of earthquakes, hurricanes, firff es, power outages, floods, pandemics, epidemics, naturt al disasters and other catastrophic events or other public health emergencies; the impact of potentially volatile global market and economic conditions and indusdd try and end market cyclicality, including facff f finff ancing, consumer spending habits and inflation, availabia lity o ppreferences, housing market changes, and employment rate ;s failure to achieve and maintain a high level of producdd t anda ctions that may baa claims, product recalls, and product liabia lity att our ability t tt the significant faiff pproblem ws tt inability t the faiff lure to increase productivity through sustainable operational improvements; economic, political, regulatory, fyy orff eign exchange and other risks of international operations; our dependence upon IT infrastrucrr the potential adverse impacts of enhanced tariff,ff economic conditions, finff ancial markets and our business; regulations and societal actions to respond to global climate change; failure to comply with the broad range a which we operate; risks associated with the Reimbursement Agreement, the other agreements we entered into with Honeywell in connection with the Spin-Off,ff and our relationships with Honeywell, including our reliance on Honeywell for the Honeywell Home trademark and potential material environmental liabia lities; the impact of potential material uncertainties; service quaqq lity, including the impact of warrarr nty e brought against us; litigation matters, government proceedings, and other contingencies and ture and network operations having adequate cyber-security functionality; import/ett xport restrictions, or other trade barriers on global future standards, laws and regulations in the jurisdictions in lure or inability to comply with specifications and manufacff o successfully execute transformation programs or to effecff ith existing or new products or inability t turing requirements or delays or ot tively manage our workforce; o meet price requirements; of current anda rher tt 35 Resideo TecTT hnologies, Inc. (cid:135) (cid:135) (cid:135) (cid:135) tt our ability t tt our ability t currency exchange certain facff a o borrow fund o recruit and retain qualified personnel; ff rate fluctuations; and tors discussed elsewhere in this Form 10-K. s and access capital markets in light of the terms of our debt documents or otherwise; Any forff ward-looking statements made by us in this Form 10-K speak only as of the date on which they are made. We aWW re under no obligation to and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsu equent events or otherwise. Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk from forff eign currency exchange rates, commodity price risk and interest rates, which could affeff ct operating results, finff ancial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when appaa ropriate, through the use of derivative finff ancial instruments. Interest Rate Riskii As of December 31, 2023, $1,119 million of our $1,419 million outstanding debt, excluding unamortized deferred financing costs, and carried variable interest rates. In March 2021, we entered into eight interest rate swap agreements (“Swap Agreements”) with several finff ancial institutions for a combined notional value of $560 million. The Swap Agreements were entered into to reduce thet consolidated interest rate risk associated with variable rate, long-term debt. greements, each with a notional value of $70 million that In March anda April 2023, we modified two of the eight Swap Aa termination payment matures in May 2024 as follows: (i) the original interest rate swap aa greements with a notional amount of $70 million and (ii) we simultaneously entered into new pay-fixed interest rate swap aa each, effecff greements into new pay-fixed interest rate swap agreements and extending the term of our hedged positions to February 2027. In connection with these transactions, no cash was exchanged between us and the counterpar tively blending the asset positions of the original interest rate swap aa greements were cancelled for no rty.tt ff On June 23, 2023, we amended the Swap Aa greements to transa ition from a hedge of LIBOR-based cash floff ws to a hedge of SOFR-based cash floff ws. Under the amended Swap Agreements, we convert a portion of our variable interest rate OFR with a minimum rate of 0.39% per annum to a base fixff ed weighted average rate of 1.13% obligations based on TerTT m Srr over the remaining terms. For more inforff mation on the Swap Agreements, refer to Note 12. Derivative FinFF ancial Instruments to Consolidated Financial Statements. r markerr The faiff rates. As of December 31, 2023, an increase in interest rate by 100 basis points would have an appa impact on our annua t value of our fixff ed-rate finff ancial instruments and Swap Agreements are sensitive to changes in interest roximate $6 million l interest expense. a Foreign CurCC rency Ec xcEE hange Rate Riskii We are exposed to market risks froff m changes in currency exchange rates. While we primarily transact with customers and suppliers in the U.S. dollar, we also transact in foreign currencies, primarily including the Euro, Mexican Peso, British Pound, Canadian Dollar, Indian Rupee, and Polish Zloty. These exposures may impact total assets, liabia lities, future earnings and/or operating cash floff ws. Our exposure to marka et risk for changes in foreign currerr ncy exchanga e rates arises from transactions arising froff m international trade, forff eign currency denominated monetary assets and liabia lities, and international finff ancing activities between subsidiaries. We rWW ely primarily on natural offseff ts to address our exposures and this approach from time to time by entering into forff ward and option hedging contracts. As of may supplement December 31, 2023, we have no outstanding forff eign currency hedging arrangements. Commodity Price Risk While we are exposed to commodity price risk, we attempt to pass through significff ant changes in component and raw material costs to our customers based on the contractual terms of our arrangements. In limited situations, we may not be fully compensated forff such changes in costs. 36 Item 8. Financial Statements and Supplementary Data Index to Financial Statements p Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Statements of Cash Flows Consolidated Statements of Stockholders’ Equity y Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm q p g g p p Page 38 39 40 41 42 43 76 37 Resideo TecTT hnologies, Inc. Consolidated Balance Sheets December 31, 2023 2022 (in millions, except par value) ASSETS Current assets: Cash and cash equivalents Accounts receivabla e, net Inventories, net Other current assets Total current assets Property, pyy lant and equipment, net Goodwill Intangible assets, net Other assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabia lities: Accounts payable Current portion of long-term debt Accruer d liabia lities Total current liabia lities rr ebt Long-term d Obligations payable under Indemnification Agreements Other liabia lities Total liabia lities COMMITMENTS AND CONTINGENCIES Stockholders’ equity Common stock, $0.001 par value: 700 shares authorized, 151 and 145 shares issued and outstanding at December 31, 2023, respectively, and 148 and 146 shares issued and outstanding at Decembem r 31, 2022, respectively Additional paid-in capital Retained earnings Accumulated other comprehensive loss, net Treasury stock at cost Total stockholders’ equity Total liabia lities and stockholders’ equity Refer to accompanying Notes to the Consolidated Financial Statements. $ $ $ $ 636 $ 973 941 193 2,743 390 2,705 461 346 6,645 $ 905 $ 12 608 1,525 1,396 609 366 3,896 — 2,226 810 (194) (93) 2,749 6,645 $ 326 1,002 975 199 2,502 366 2,724 475 320 6,387 894 12 640 1,546 1,404 580 328 3,858 — 2,176 600 (212) (35) 2,529 6,387 38 Resideo TecTT hnologies, Inc. Consolidated Statements of Operations Years Ended December 31, 2023 2022 2021 (in millions, except per share data) NNet revenue Cost of goods sold Gross profit Operating expenses: Research and development expenses Selling, general and administrative expenses Intangible asset amortization Restructurt ing and impam irment expenses Total operating expenses Income from operations Other expenses, net Interest expense, net Income before taxes Provision forff income taxes Net income Earnings per share: Basic Diluted Weighted average number of shares outstanding: Basic Diluted $ $ $ $ $ $ $ $ 6,242 4,546 1,696 109 960 38 42 1,149 547 169 65 313 103 210 1.43 1.42 147 148 6,370 $ 4,604 1,766 111 974 35 35 1,155 611 139 54 418 135 283 $ 1.94 $ 1.90 $ 146 149 Refer to accompanying Notes to the Consolidated Financial Statements. 5,846 4,262 1,584 86 909 30 — 1,025 559 159 47 353 111 242 1.68 1.63 144 148 39 Resideo TecTT hnologies, Inc. Consolidated Statements of Comprehensive Income (in millions) Comprehensive income: Net income Other comprehensive income (loss), net of tax: Foreign exchange tratt nslation gain (loss) Pension liabia lity att djustments Changes in faiff r value of effeff ctive cash floff w hedges Total other comprehensive income (loss), net of tax Comprehensive income $ Years Ended December 31, 2022 2023 2021 $ 210 $ 283 $ 47 (12) (17) 18 228 $ (74) (9) 36 (47) 236 $ Refer to accompanying Notes to the Consolidated Financial Statements. 242 (57) 32 6 (19) 223 40 Resideo TecTT hnologies, Inc. Consolidated Statements of Cash Flows Years Ended December 31, 2023 2022 2021 $ 210 $ 283 $ 242 (in millions) Cash Flows From Operating Activities: Net income Adjud stments to reconcile net income to net cash in operating activities: Depreciation and amortization Restructuring and impamm irmerr nt expenses Stock-based compensation expense Deferred income taxes Other, net Changes in assets and liabilities, net of acquired companies: Accounts receivable, net Inventories, net Other currerr nt assets Accounts payable Accruerr d liabia lities Other, net Net cash provided by operating activities Cash Flows From Investing Activities: Capiaa tal expenditures Proceeds from sale of business Acquisitions, net of cash acquired Other investing activities, net Net cash used in investing activities Cash Flows From Financing Activities: Common stock repurchases Proceeds from issuancaa e of A&R Term B Facility Repayments of long-term d r ebt Other finff ancing activities, net Net cash (used in) provided by finff ancing activities Effeff ct of foreign exchangaa e rate changes on cash, cash equivalents and restricted cash NNet increase (decrease) in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of year Cash, cash equivalents and restricted cash at end of year Supplemental Cash Flow Inforff mation: Interest paid Taxes paid, net of refunff ds Capiaa tal expenditures in accounts payable $ $ $ $ Refer to accompanying Notes to the Consolidated Financial Statements. 98 42 44 (28) (14) 19 32 6 18 (34) 47 440 (105) 86 (16) (9) (44) (41) — (12) (11) (64) (24) 308 329 637 80 123 14 $ $ $ $ 94 35 50 (3) 6 (72) (122) (26) (43) (21) (29) 152 (85) — (665) (14) (764) — 200 (12) (18) 170 (8) (450) 779 329 54 159 21 $ $ $ $ 88 — 39 6 44 (30) (73) 27 (42) 14 — 315 (63) — (11) 9 (65) — 1,250 (1,188) (42) 20 (8) 262 517 779 39 107 14 41 2 4 . c n I , s e i g o l o n h c e TT T o e d i s e R y t i u q E ’ s r e d l o h k c o t S f o s t n e m e t a t S d e t a d i l o s n o C k c o t S y r u s a e r T d e t a l u m u c c A k c o t S n o m m o C y t i u q E t n u o m A s e r a h S s s o L l a t o T ’ s r e d l o h k c o t S r e h t O e v i s n e h e r p m o C d e n i a t e R s g n i n r a E l a n o i t i d d A n I - d i a P l a t i p a C t n u o m A s e r a h S ) s d n a s u o h t n i s e r a h s t p e c x e , s n o i l l i m n i ( 3 9 9 , 1 $ ) 6 ( $ 0 0 9 2 4 2 ) 9 1 ( ) 3 ( 9 3 — — ) 5 1 ( — — 0 4 5 — ) 6 4 1 ( — ) 9 1 ( — — 2 5 2 , 2 $ ) 1 2 ( $ 0 4 4 , 1 ) 5 6 1 ( 3 8 2 ) 7 4 ( ) 9 ( 0 5 0 1 2 9 2 5 , 2 8 1 ) 1 1 ( 4 4 ) 1 4 ( — — ) 4 1 ( — — — 0 1 6 — — ) 7 4 ( — — $ ) 5 3 ( $ 0 5 0 , 2 ) 2 1 2 ( — — ) 7 1 ( — ) 1 4 ( — — 7 2 9 — 9 5 5 , 2 — 8 1 — — — $ 5 7 $ 0 7 0 , 2 $ $ $ 2 4 2 — — — 7 1 3 3 8 2 — — — 0 0 6 0 1 2 — — — — — — 2 1 9 3 $ 1 2 1 , 2 $ — — 5 0 5 $ 6 7 1 , 2 $ — — 6 4 4 — 9 4 7 , 2 $ ) 3 9 ( $ 6 3 5 , 5 ) 4 9 1 ( $ 0 1 8 $ 6 2 2 , 2 $ — —— —— —— —— — —— —— — —— — —— —— —— —— — — $ 9 5 0 , 3 4 1 —— —— —— 9 4 7 , 1 $ 8 0 8 , 4 4 1 —— —— —— 4 1 4 , 1 $ 2 2 2 , 6 4 1 —— —— —— 6 2 7 , 1 ) 9 5 5 , 2 ( $ 9 8 3 , 5 4 1 s e x a t r o f ff d l e h h t t i w s e r a h s f o t e n , e c n a aa u s s i k c o t s n o m m o C x a t f o t e n , e m o c n i e v i s n e h e r p m o c r e h t O s e x a t r o f ff d l e h h t t i w s e r a h s f o t e n , e c n a aa u s s i k c o t s n o m m o C e s n e p x e n o i t a s n e p m o c d e s a b - k c o t S 2 2 0 2 , 1 3 r e b m m e c e D t a e c n a l a B e m o c n i t e N s e x a t r o f ff d l e h h t t i w s e r a h s f o t e n , e c n a aa u s s i k c o t s n o m m o C x a t f o t e n , e m o c n i e v i s n e h e r p m o c r e h t O e s n e p x e n o i t a s n e p m o c d e s a b - k c o t S s e s a h c r u p e r k c o t s n o m m o C 3 2 0 2 , 1 3 r e b m m e c e D t a e c n a l a B x a t f o t e n , s s o l e v i s n e h e r p m o c r e h t O e m o c n i t e N e s n e p x e n o i t a s n e p m o c d e s a b - k c o t S 1 2 0 2 , 1 3 r e b m m e c e D t a e c n a l a B e m o c n i t e N 1 2 0 2 , 1 y r rr a u n a J . s t n e m e t a t S l a i c n a n i F d e t a d i l o s n o C e h t o t s e t o N g n i y n a a p m o c c a o t r e f e R Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements Note 1. Nature of Operations and Basis of Presentation Nature of Operatiott ns turer and developer of technology-driven products that provide critical comforff Resideo is a leading manufacff t, energy, n monoxide detection home safety products, and security solutions to homes globally. We aWW re also a smoke and carbor leading wholesale distributor of low-voltage security producdd ts including access control, firff e detection, fire suppression, security, and video products, and participate significantly in the broader related markets of audio, communications, data communications, networking, power, ProAV, sVV mart home, and wire and cable. Our global footprt int serves both commercial and residential end markets. Basis oii f Co onCC solidatdd iott n and Repoee rtingtt The accompanying Consolidated Financial Statements include the accounts of the Company and our wholly-owned subsidiaries and have been prepared in accordance with U.S. GAAP. APP ll intercompany accounts, transactions and profits arising froff m consolidated entities have been eliminated in consolidation. We report financa begins on January 1rr order to not disruprr quarter and only exist within a reporting year. ial inforff mation on a fiscal quarter basis using a modified four-fouff r-five week calendar. Our fiscal calendar and ends on December 31. We have elected the first, second and third quarters to end on a Saturt day in t business processes. The effeff cts of this election are generally not significant to reported results for any aa Reclasll sifii cation For the purposes of comparability,tt classification. œubsequent Events None certain prior period amounts have been reclassified to conform to current period Note 2. Summary of Significant Accounting Policies We consider the folff l in understanding the judgment involved in the preparation of our Consolidated Financial Statements and the uncertainties that could impact our financial condition, results of operations and cash flows. lowing policies to be beneficia ff , but not limited to, provisions for expected credit losses and inventory reserves, accounting forff (a) Ua seUU of Estimatest —The preparation of finff ancial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affeff ct the reported amounts of assets and liabia lities, revenue and expenses, and related disclosures of contingent assets and liabia lities in the Consolidated Financial Statements and accompanying notes. Estimates business are used forff ses of assessing goodwill for impairment, valuation of combinations and dispositions, valuation of reporting units for purpor long-lived asset groups forff , stock-based compensation, pension benefits, indemnification liabia lities, deferred taxes, warranties and certain contingencies. We base our estimates on tors historical experience, market participant faiff that are believed to be reasonable under the circumstances. Actual results could diffeff r value considerations, projeo cted future cash flows, and various other facff impairment testing, accruals for employee benefitsff r froff m those estimates. asCC h, Cash Equivalents att nd Restritt ctedtt Cash—Cash and cash equiq valents may consist of cash on hand, money market (b) Cb ities of three instruments, time deposits and highly liquid investments. All highly liquid investments with original maturt months or less are considered cash equivalents. Cash and cash equivalents that are restricted as to the withdrawal or use under terms of certain contractual agreements are recorded in other current assets on the Consolidated Balance Sheets and primarily relate to collateral to support certain bank guarantees. Restricted cash for the periods presented were not material. Cash, cash equivalents and restricted cash are carried at cost, which approximates faiff r value. rr ccounts Rtt eceivable all (c) Ac nd Alloll wance forff Doubtfulff Accounts—Accounts receivabla e are recorded at the invoiced amount, presented net of allowance for doubtful accounts and do not bear interest. We review the adequacy of the allowance for doubt ful accounts on an ongoing basis, using historical collection trends and aging of receivabla es. ff Management also periodically evaluates individual customer’s finff ancial condition, credit history and the current economic 43 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements conditions to make adjud stments in the allowance when it is considered necessary. Account balances are written off against recovery is considered remote. the allowance afteff Allowance forff r all means of collection have been exhausted and the potential forff accounts was not material as of December 31, 2023 anda 2022, respectively. doubtfulff (d) Idd nvII Inventory reserverr entories—Inventories are stated at lower of cost or net realizable value and va a s are maintained for obsolete anda surplus items. The folff lowing tabla es summarize the details of our inventory, net: (in millions) Raw materials Work in process Finished products Total inventories, net lued by the firff st-in-first-out method. December 31, 2023 2022 $ $ 221 $ 18 702 941 $ 251 25 699 975 ent—Ptt t and Equipmii roPP peo rty,tt Planll (e) Pe financial reporting purposes the straight-line method of depreciation is used over the estimated usefulff improvements are capitalized and amortized using thet or the term of the underlying lease. Depreciation is recognized in cost of sales, research and development, anda general and administrative expenses based on the nature and use of the underlying assets. roperty, plant and equipment are stated at cost, less accumulated depreciation. For lives. Leasehold r of their estimated useful lives selling, straight-line method over the shorterr The folff lowing tabla e summarizes the details of our property, plant and equipment, including useful lives: equiq pment (in millions) Machinery anda Buildings and improvements Construcrr Land tion in progress Gross property,tt plant and equipment Accumulated depreciation Total property, plant and equiqq pment, net December 31, 2023 2022 $ $ 659 $ 314 85 10 1,068 (678) 390 $ Usefulff Lives 3-16 years 10-50 years NA NA 647 303 80 9 1,039 (673) 366 NA = Not applicable; assets categorized as construcrr tion in progress and land are not depreciated. Depreciation expense was $59 million, $59 million and $58 million for the years ended December 31, 2023, 2022 and 2021, respectively. ong-Li- ent of Lo (f) Impaim rmii and equipment if events or changes in circumstances indicate that the carrying amount or related group of assets may not be recoverabla e. If the expected undiscounted cash flows are less than the carrying amount of the asset an impairment loss is recognized. ved Assets—We aWW ssess the recoverabia lity o f the carrying amount of property, plantaa tt gibli e All ooGG dwill and IntII antt ssets—We rWW eview the carrying values of goodwill and identifiable intangibles whenever (g) Ggg first day events or changes in circumstances indicate that such carrying values may not be recoverable and annually, oyy n thet of the fouff carrying value of a reporting unit exceeds its fair value, we record a goodwill impairment loss as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Refer to Note 9. Goodwill and IntII angible Assets,tt net to Consolidated Financial Statements. rth quaqq rter. If thet estructuringii —Wgg (h) Rh turing initiatives, optimization projeo cts, strategic transactions, and other business activities that may include the recognition of exit or disposal costs. Exit or disposal costs are typically costs of ilities. termination benefitff s, such as severance and costs associated with the closure or consolidation of operating facff e eWW nter into various restrucrr 44 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements Impairment of property and equipment and other currerr nt or long-term a recognized as a reduction of thett appropriate asset. Refer to Note 6. Restrut rr ssets as a result of a restrucrr turing initiative is cturing to Consolidated Financial Statements. erivativtt es—Our interest rate swap agreements effeff ctively modify our exposure to interest rate risk by converting swap agreements, reducdd ing the impam ct of interest rate changes on future fixed rate interest payments (i) Di floating rate debt to a fixed rate forff interest expense. These agreements involve the receipt of floating rate amounts in exchange forff over the life off f the agreement without an exchange of the underlying principal amount. the term of thett ff greements are designated as cash flow hedges with effeff ctiveness of the hedges assessed at inception Our interest rate swap aa and quarta erly thereafter. To tTT he extent the hedging relationship is highly effecff tive, the unrealized gains or losses on the swaps are recorded in accumulated other comprehensive loss and reclassified into earnings within interest expense, net when the payments occur. We cWW lassify off ur cash flows related to interest rate swap agreements as operating activities in the Consolidated Statements of Cash Flows. r value is reported in accumulated other comprehensive loss. The faiff r values of the interest rate swaps are reflected as an other asset or liabia lity i n the Consolidated Balance Sheets and The faiff the change in faiff r values of the interest rate swaps are estimated as the net present value of projeo cted cash flows based upon forward interest rates at the balance sheet date. We do not offseff es. Refer to Note 12. Derivative FinFF ancial InsII r value amounts recognized in our Consolidated Balance Sheets for pr truments to Consolidated Financial Statements. esentation purpos t faiff ff rr tt arWW rantiett s and Guarantees—Expected warranty costs forff (j) Wjj products sold are recognized based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, length of the warranty and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of the warranty accruarr l at the time an obligation becomes probabla e and can be reasonably estimated. We periodically adjud st these provisions to refleff ct actual experience and other facts and circumstances that impact the status of existing claims. Refer to Note 15. ComCC mitments and ConCC tingencies to Consolidated Financial Statements. eases—Included in our Consolidated Balance Sheets are certain operating leases that are reported as a component of (k) Lk other assets and other liabia lities. The leased assets represent our right to use an underlying asset forff nd the lease liabia lities represent our obligation to make lease payments arising from the lease. An incremental borrowing rate is used to calculate the present value of the remaining lease payments. the lease term a rr rr rr ne if it contains a lease and whether the lease qualifies as an operating or Each contract is reviewed at inception to determi financing lease. For short-term l eases (leases with a term of 12 months or less), right-of-use assets or lease liabia lities are not recognized in the Consolidated Balance Sheets. Operating leases are expensed on a straight-line basis over the term of f exercising renewal or early termination options. In the lease. In determining the lease term, we consider the probabia lity ott addition to the monthly base rent, we are often charged separately forff common area maintenance, utilities and taxes, which are considered a non-lease component. These non-lease component payments are expensed as incurred and are not included in operating lease assets or liabia lities. se assets are reviewed forff Right-of-uff nt whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable in accordance with our long-lived asset impairment assessment policy. Refer to Note 10. Leases to Consolidated Financial Statements. impairmerr evenue Recogno ition—We eWW nter into contracts that pertain to producdd ts, which are accounted for as separate (l) Rll perforff marr nce obligations and are typically one year or less in duration. A contract’s transaction price is allocated to each distinct perforff mance obligation and recognized as revenue when, or as, the perforff mance obligation is satisfied. For product sales, typically each product sold to a customer represents a distinct perforff mance obligation. Revenue is measured as the our products. We recognize the majoa rity of our revenue amount of consideration expected to be received in exchange forff t are satisfied at a point in time, generally when from performance obligations outlined in contracts with our customers that red to the customer. For certain products, it is industry the product has shipped froff m our facility att cash practice that customers take title to products upon delivery, at which time revenue is then recognized. Allowances forff discounts, volume rebates and other customer incentive programs, as well as gross customer returt nsrr , among others, are recorded as a reducdd tion of sales at the time of sale based upon the estimated future outcome. Cash discounts, volume rebates and other customer incentive programs are based upou n certain percentages agreed upon with various customers, which are typically earned by the customer over an annual period. nd control has transferff 45 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements ff nce, historical data, anda Revenue is adjusted for va riable consideration, which includes customer volume rebates and prompt payment discounts. We measure variabla e consideration by estimating expected outcomes using analysis and inputs based upon anticipated current and forecasted information. Customer returns are recorded as a reduction to sales perforff marr on an actual basis throughout the year and also include an estimate at the end of each reporting period forff future customer returns related to sales recorded prior to the end of the period. We generally estimate customer returns based upon the time lag that historically occurs between the sale date and the return date, while also factoring in any ne w business conditions that might impact the historical analysis such as new product introduction. Measurement of variabla e consideration is reviewed by manaa gement periodically and revenue is adjud sted accordingly. We do not have significant finff ancing components. a Sales, use and value added taxes collected and remitted to various government authorities were not recognized as revenue and are reported on a net basis. Shipping and handling feeff s billed to customers are included in cost of goods sold. Refer to Note 5. Revenue Recognition to Consolidated Financial Statements. “Trademark (m) Rm oyaltyll —In connection with the Spin-Off,ff we entered into a 40-year TraT demark License Agreement (thett Agreement”) with Honeywell that authorizes our use of certain licensed trademarks in the operation of Resideo’s business for the advertising, sale and distribution of certain licensed products. In exchange, we pay a royalty fee of 1.5% of net revenue of the licensed products to Honeywell, which is recorded in selling, general and administrative expense on the Consolidated Statements of Operations. Refer to Note 15. ComCC mitments and Contingencies to Consolidated Financa ial Statements. tt eimbii urserr ment Agreement—I n connection with the Spin-Off wff bligation to make cash payments to Honeywell in amounts equal to 90% of paymaa e entered into a Reimbursement Agreement, pursuant (n) Rn to which we have an oa ents, which include amounts billed, with respect to certain environmental claims, remediation and, to the extent arising after the Spin-Off,ff hazardous exposure or toxic tort claims, in each case, including consequential damages (the liabia lities) in respect of specified Honeywell properties contaminated through historical business operations prior to the Spin-Off (Honeywell Sites), including the legal and other costs of defenff ding and resolving such liabia lities, less 90% of Honeywell’s net insurance receipts relating to such liabia lities, and less 90% of the net proceeds received by Honeywell in connection with (i) affirff mative claims relating to such liabia lities, (ii) contributions by other parties relating to such liabia lities and (iii) certain property s ales. The amount payable in respect of such liabia lities arising in any given year is subject to a cap of $140 million. Reimbursement Agreement expenses are presented within other expense, net in the Consolidated Statements of Operations and within obligations payabla e under Indemnification Agreements in the Consolidated Balance Sheets. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. tt nvEE ironmentaltt —Wll (o) Eo related to a contaminated site and the amount can be reasonabla y estimated. Environmental costs for ou presented within cost of goods sold forff Commitments and ContCC ingencies. e aWW ccrue costs related to environmental matters when it is probable that we have incurred a liabia lity r owned sites are operating sites in the Consolidated Statements of Operations. Refer to Note 15. ff ff aŸTT Indemnificatiott n Agreement—Ttt any taxes (andaa orff reasonable expenses) resulting froff m thet he Tax Matters Agreement provides that Resideo is required to indemnify (p) Tpp related internal Honeywell forff transactions to qualify f their intended tax treatment under U.S. federal, state and local income tax law, as well as foreign tax law, where such taxes result froff m (a) breaches of covenants and representations we make and agree to in connection with the Spin-Off, (b o these transactions or (c) any other action taken or omission made (other than actions expressly required or permitted by the Separation and Distribution Agreement, the TaxTT Matters Agreement or other ancillary agreements) after the consummation of the Spin-Off that gives rise to these taxes. As of December 31, 2023 and 2022, we had an indemnity outstanding to Honeywell for past and potential futff urt e tax payments of $97 million and $106 million, respectively. Refer to Note 15. ComCC mitments and Contingencies to Consolidated Financial Statements. application of certain provisions of U.S. federal income tax law t failure of the Spin-Off aff ) thet nda aa ff esearch and Developmo (q) Rqq e cWW onduct research and development activities, which consist primarily of the development of new products and solutions as well as enhancements and improvements to existing products that substantially change the product. Research and development costs primarily relate to employee compensation and consulting feeff s, which are charged to expense as incurred. ent—Wtt efinff ed Contritt bution Planll (r) Dr country of emplm oyment. For the years ended December 31, 2023, 2022 anda related to the defined contribution plans of $22 million, $22 million, and $19 million, respectively. s—We sponsor various defined contribution plans with varying terms depending on the 2021, we recognized compensation expense 46 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements toœœ ck-Based Compensation PlaPP ns—The principal awards issued under our stock-based compensation plans, which are (s) œs described in Note 8. Stoctt k-Based ComCC pem nsation Plans, are restricted stock units. The cost for such awards is measured at the grant date based on the fair value of the award. Some awards are issued with a market condition, which are valued on the grant date utilizing a Monte Carlo simulation model. Stock options are also issued under our stock-based compensation plans and are valued on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing expected term, risk-free model and the Monte Carlo simulation model require estimates of future stock price volatility,tt interest rate and forff feitures. For all stock-based compensation, the faiff r value of the award is recognized as expense over the requisite service periods (generally the vesting period of the equity award) and is included in selling, general and administrative expenses in the Consolidated Statements of Operations. Our time-based restricted stock awards are typically subject to graded vesting over a service period; while our performance or market based awards are typically subject to cliff vff esting at the end of the service period. enPP sion—We dWW isaggregate the service cost componm ent of net benefit costs and report thos e costs in the same line item (t) Pt or items in the Consolidated Statements of Operations as other compensation costs arising froff m services rendered by the pertinent employees during the period. The other non-service components of net benefit costs are required to be presented separately from the service cost component and outside of income froff m operations. t We have recorded the service cost component of pension expense in costs of goods sold and selling, general and administrative expenses based on the classification of the employees it relates to. The remaining components of net benefit costs within pension expense, primarily interest costs and expected return on plan assets, are recorded in other expense, net. We recognize net actuarial gains or losses in excess of 10% of the greater of the fair value of plan aa ssets or the plans’ rth quarta er of each year. This adjustment is reported in other projected benefit obligation (the “corridor”) annually in the fouff expense, net in the Consolidated Statements of Operations. Refer to Note 7. Pension Plans to Consolidated Financial Statements. orFF eigni Currency Translatl (u) Fu ctional currency other than U.S. dollars are translated into U.S. dollars using year-end exchange rates. Revenue, costs and expenses are translated at the average exchange rates in effecff t during the year. Foreign currency translation gains and losses are included as a component of accumulated othett iontt —Assets and liabia lities of operations outside the U.S. with a funff r comprm ehensive loss. licable taxing authority.tt ncII ome TaŸTT es—Significant judgment is required in evaluating tax positions. We eWW stablished additional reserves forff (v) Iv income taxes when, despite the belief that tax positions are fulff ly supportabla e, there remain certain positions that do not meet the minimum recognition threshold. The approach for evaluating certain and uncertain tax positions is defined by thet authoritative guidance, which determines when a tax position is more likely than na ot to be sustained upon examination by In the normal course of business, the Company and our subsidiaries are examined by the appa ities. We regularly assess the potential outcomes of these examinations and anya various fedff future examinations for thet income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax t give rise to a change in estimate become known. Refer to liabia lity att Note 17. Income Taxesa current or prior years in determining the adequacy of our provision forff nd deferred taxes in the period in which the facts that to Consolidated Financial Statements. eral, state and forff eign tax author tt (w) Aw ccountintt g ProPP nouncements—We cWW onsider the applicability att nd impact of all recent accounting standards updates (“ASU”) issued by the Financial Accounting Standards Board (“FASFF B”). ASUs not listed below were assessed and determined to be either not appa licable or are expected to have an immaterial impact on our Consolidated Financial Statements. dd Adopt ed Accounting Pronouncements rr c 848): ScoSS peo (collectively, “TopTT ic 848”). Topic 848 provides optional expedients and exceptions for appa In March 2020, the FASB issued ASU 2020-04, Refee rence Rate Reforff m ( eference Rate Refoe rm on Financial Reporting, and subsequent amendment to the initial guidance: ASU 2021-01, Refee rence Rate Refoe rm (TopiTT lying GAAP to contracts, hedging relationships, and other transa actions affeff cted by reference rate reforff m if certain criteria are met. The amendments appa ly only to contracts, hedging relationships, and other transactions that reference London Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reforff m. Interbank Offered ff In December 2022, the FASFF B issued ASU 2022-06, Refee rence Rate Reforff m ( et Date of Topio c 848. ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. This guidance may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated To(( pio c 848):8 Facilitation of to he Effeff cts ott To(( pio c 848):8 Defee rral of the Suns f Ro SS rr 47 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements adoption of on or before December 31, 2024. We adopted these ASUs during the second quarter of 2023. The impact of thet ial statements and related disclosures, including accounting policies, processes, and systems, this standard on our financa was not material. Refer to Note 11. Long-Term Debt and Note 12. Derivative FinFF ancial Instruments to Consolidated Financial Statements. Recent Accounting Pronouncements losures. This ASU requires entities to disclose, on an anna ent In November 2023, the FASB issued ASU 2023-07, Segme Discii interim basis, significant segment expenses that are regularly reviewed by the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. The ASU also requires disclosure of the name and title of the CODM. The guidance is effeff ctive forff fiscal years beginning afteff r December 15, 2023. We aWW re currently assessing the impact of adoption on our Consolidated Financial Statements and related disclosures. ent Reporting (To(( pio c 280): Im0 ements to Repoe rtable Segme ual anda prm ovrr Note 3. Acquisitions and Divestitures Pro forff ma results of operations for the following acquisitions have not been presented, as the impacts on our consolidated financial results were not material. 2023 a abCC le—On October 16, 2023, we sold thet Genesis Cable business in a cash transaction forff $86 million, subject to Genesis Cii her closing adjud stments. We recognized a pre-tax gain of $18 million in other expenses, net in our working capital and ot Consolidated Statements of Operations, which includes $5 million of divestiture related costs. The divested business did not represent a strategic shift that has a majoa r effecff t on our operations and finff ancial results, and, as such, it was not presented as discontinued operations. œftyff Aœ—Oœœ providing alerts to multifamff products. We rWW eport Sfty AS’s results within the Products and Solutions segment. We completed thett acquisition during the fourth quarter of 2023, which did not result in any material adjud stments. n August 9, 2023, we acquired 100% of the outstanding equiqq ty of Sftyff AS, a developer of cloud-based services n monoxide and water leak detection the anagers with smoke, carbor ily homes and property mtt accounting forff ecTT hnologll BTX TTT (“BTX”) a leading distributor of profesff BTX’s results within the ADI Global Distribution segment. We cWW ompleted the accounting forff fourth quarter of 2023, which did not result in any material adjud stments. ies, Inc.—On January 23, 2023, we acquired 100% of the outstanding equiq ty of BTX TecTT hnologies, Inc., sional audio, video, data communications, and broadcast equipment. We rWW eport the acquiqq sition during thet 2022 ii tedii —Odd n December 23, 2022, we acquiqq red 100% of the outstanding equity of Teknique Limited, a developer Teknique Limi and producer of edge-based, artificial intelligence-enabla ed video camera solutions. We rWW eport TekTT nique Limited’s results within the Products and Solutions segment. Purchase consideration included cash and a note payable with the forff mer owner. We completed the accounting forff the acquiqq sition during the fourth quarter of 2023, which did not result in any material adjud stments. rr rr rott nic CusCC tom Distributortt s, In Elect c.—On July 5, 2022, we acquired 100% of the outstanding equity of Electronic Custom ll Distributors, Inc., a regional distributor of residential audio, video, autaa omation, security, wire and telecommunication products. We rWW eport Electronic Customer Distributors, Inc.’s results within the ADI Global Distribution segment. We completed the accounting forff the acquisition durdd ing the first quarter of 2023, which did not result in any adjustments. t Alert, Itt nc. Firsi II —On March 31, 2022, we acquired 100% of the outstanding equiqq ty of First Alert, Inc. (“First Alert”), a leading provider of home safetff y products. We report First Alert, Inc.’s results within the Products and Solutions segment. We completed the accounting forff first quarter of 2023, which did not result in any adjustments. the acquisition during thett Arrow WirWW e and Cable,ll Inc.—On February 14, 2022, we acquired 100% of the outstanding equiq ty of Arrow WirWW e and Cabla e, Inc., a leading regional distributor of data communications, connectivity and security products. The business is io in the included within the ADI Global Distribution segment and is expected to strengthen our global distribution portfolff 48 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements data communications category with an assortment of copper and fibff er cabling and connectivity, cyy solutions, and network equiqq pment. We completed the accounting forff did not result in any adjustments. onnectors, racking the acquisition durdd ing the first quaqq rter of 2023, which Note 4. Segment Financial Data The Company’s segment inforff marr tion is evaluated by our Chief Executive Officff er, who is also the CODM and is consistent with how management reviews and assesses the performance of the business as well as makes investing and resource allocation decisions. We mWW onitor our operations through our two reportabla e segments: Products and Solutions and ADI Global Distribution, and report Crr rate separately. orporr These operating segments folff perforff marr nce on a U.S. GAAP basis, primarily operating income beforff e corpor low the same accounting policies used forff the finff ancial statements. We eWW valuate a segment’s rr ate expenses. turer and developer of Products and Solutions—The Products and Solutions business is a leading global manufacff t, energy management, and safety and security technology-driven products andaa solutions to over 150 million homes globally. Our offeff rings include temperaturt e and humidity control, thermal water and air solutions, as well as security panels, sensors, peripherals, communications devices, video cameras, other home-related lifesff tyle convenience solutions, cloud infraff structurt e, installation and maintenance tools, and related softwff components that provide critical comforff are. ADI Global Distribution—The ADI Global Distribution business is a leading wholesale distributor of low-voltage security products including security and life sff afety, access control and video products and participates significantly in the broader related markets of smart home, power, audio, ProAV,AA networking, communications, wire and cable, and data communications. rate expenses include expenses related to the corpor Corporate—Corporr rate offiff ce as well as supporting the operating segments, but do not relate directly to revenue-generating activities primarily including unallocated stock-based ing expenses, acquisition-related costs, and other expenses compensation expenses, unallocated pension expense, restructurt related to executive, legal, finff ance, tax, treasury,rr human resources, IT, strategy, communications, and corporate travel expenses. Additional unallocated amounts primarily include non-operating items such as Reimbursement Agreement expense, is further described in Note 15. ComCC mitments and ConCC tingencies to Consolidated Financial Statements. other income (expense). The Reimbursement Agreement interest expense, anda income, interest The folff lowing tabla es represent summary financial data attributable to the segments: (in millions) NNet revenue Products and Solutions ADI Global Distribution Total net revenue (in millions) Income from operations Products and Solutions ADI Global Distribution Corporate Total income froff m operations Years Ended December 31, 2023 2022 2021 2,672 3,570 6,242 $ $ 2,783 3,587 6,370 $ $ 2,468 3,378 5,846 Years Ended December 31, 2023 2022 2021 495 270 (218) 547 $ $ 527 313 (229) 611 $ $ 541 268 (250) 559 $ $ $ $ 49 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements (in millions) Depreciation and amortization Products and Solutions ADI Global Distribution Corporate Total depreciation anda amortization (in millions) Capia tal expenditures Products and Solutions ADI Global Distribution Corporate Total capital expenditures Years Ended December 31, 2023 2022 2021 71 18 9 98 $ $ 69 14 11 94 $ $ Years Ended December 31, 2023 2022 2021 77 26 2 105 $ $ 55 29 1 85 $ $ 65 11 12 88 37 24 2 63 $ $ $ $ The Company’s CODM does not use segment assets inforff mation to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed. Note 5. Revenue Recognition Disaggregated Revenue We have two operating segments, Products and Solutions and ADI Global Distribution. Disaggregated revenue information for Products and Solutions is presented by product grouping, while ADI Global Distribution is presented by region. Beginning January 1, 2022, the Products and Solutions operating segment further disaggregated the Comfort productdd grouping into Air and Water and Residential Thermal Solutions is now reference d as Energy. As of April 1, 2022, the First Alert business is included in thet Security and Safety grouping. ff A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For product sales, typically each product sold to a customer represents a distinct perforff marr nce obligations outlined in contracts with our customers that are satisfied at a point in time. Approximately 2% of our revenue is satisfied over time. As of December 31, 2023 anda nce obligation. We recognize the majoa rity of our revenue from perforff marr 2022, contract assets and liabia lities were not material. The timing of satisfaction of performance obligations does not significantly vary from the typical timing of payment. For some contracts, we may be entitled to receive an advance payment. We have applied the practical expedient to not disclose the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which it recognizes revenue in proportion to the amount it has the right to invoice for services perforff med. 50 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements lowing tabla e presents revenue by business line and geographa The folff how the naturtt e, amount, timing, and uncertainty of net revenue and cash floff ws are affecff ic location, as we believe this presentation best depicts ted by economic facff tors: (in millions) Products and Solutions Air Safety and Security Energy Water Total Products and Solutions ADI Global Distribution U.S. and Canada EMEA (1) (2) APACPP Total ADI Global Distribution Total net revenue (1) EMEA represents Europe, the Middle East and Africa. (2) APAC represents Asia and Pacificff countries. Note 6. Restructuring Years Ended December 31, 2022 2023 2021 $ 862 $ 965 525 320 2,672 3,085 485 — 3,570 953 $ 913 595 322 2,783 3,087 474 26 3,587 858 667 594 349 2,468 2,814 523 41 3,378 $ 6,242 $ 6,370 $ 5,846 ff th quarter of 2022 and du In the four of these actions is to lower costs, increase margins, and position us forff expense was $42 million and $35 million for the years ended December 31, 2023 anda there were no new restructurt ring 2023, we took actions to align our cost structurt e with market conditions. The intent nt 2022, respectively. During 2021, turing and impairment charges. long-term growth. Restructurt ing programs or restrucrr ing and impairmerr a The folff lowing tabla e represents restrucrr turing and impairment expense attributable to the segments: (in millions) Products and Solutions ADI Global Distribution Corporate Restructurt ing and impam irment expenses Years Ended December 31, 2023 2022 $ $ 27 12 3 42 $ $ 29 2 4 35 ing and impairment expense, net is presented in the Consolidated Statements of Operations and relate to Restructurt ing workforce reducdd tions as well as the impairment of certain long-lived assets. We eWW xpect to fulff initiatives and programs over the next 12 to 24 months, and we may incur future additional restrucrr turing expenses associated with these plans. We aWW re unabla e at this time to make a good faith determination of cost estimates, or ranges of cost estimates, associated with future phases of the plans or the total costs we may incur in connection with these plans. ly execute our restructurt 51 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements lowing tabla e summarizes the status of our restructurt The folff Consolidated Balance Sheets. ing expenses included within accrued liabia lities on thet (in millions) Beginning of year Charges Usage (1) Other End of year (1) Usage primarily relates to cash payments associated with ett mployee termi r nation costs. 2023 December 31, 2022 2021 $ $ 27 $ 34 (31) — 30 $ 9 $ 26 (5) (3) 27 $ 24 — (11) (4) 9 Note 7. Pension Plans We sponsor multiple funded and unfunded U.S. and non-U.S. defined benefitff pension plansa . Pension benefits for many of our U.S. emplm oyees are provided through non-contributory,rr qualifieff d and non-qualified definff ed benefit plans. We aWW lso sponsor defined benefitff that cover non-U.S. employees, in certain jurisdictions, principally Germany, pension plansa Switzerland, the Netherlands, Belgium, India, Austria, and France. ring and the purchase of a group annuity contract that transferff We triggered settlement accounting and perforff med a remeasurement of our U.S. qualified definff ed benefit pension plan as a result of a voluntary lump sum window offeff red a portion of nsurance company durdd ing the first quaqq rter of 2023. Non-cash pension settlement losses of the assets and liabilities to an ia $6 million was recognized within other expense, net in the Consolidated Statements of Operations for the year ended December 31, 2023. The correrr sponding remeasurement of our U.S. qualified defined benefitff pension plan resulted in the year ended December 31, 2023. Additionally, decreases of $83 million in plan assets and $78 million in liabilities forff turing activities which there was a curtailment of the non-U.S. definff ed benefit pension plans as a result of our restrucrr resulted in a $2 million gain recognized within other expense, net in the Consolidated Statements of Operations for the year ended Decembem r 31, 2023. 52 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements lowing tabla e summaria zes the balance sheet impact, including the benefit obligations, assets and funded status The folff associated with the pension plans: (in millions) Change in benefit obligation: U.S. Plans Non-U.S. Plans 2023 2022 2021 2023 2022 2021 Benefit obligation at beginning of year $ 281 $ 348 $ 374 $ 96 $ 141 $ 161 Service cost Interest cost Actuarial losses (gains) Net benefitsff paid Settlements and curtailments Other Foreign currerr ncy translation Benefit obligation at end of year Change in plan assets: Fair value of plan assets at beginning of year Actual return on plan assets Employer contributions Net benefitsff paid Settlements and curtailments Other Foreign currerr ncy translation Fair value of plan assets at end of year 3 13 23 (3) (83) — — 234 262 20 — (3) (83) 1 — 197 7 11 (66) (18) (1) — — 281 342 (62) 1 (18) (1) — — 262 7 10 (20) (5) (18) — — 348 340 25 — (5) (18) — — 342 4 3 8 4 (13) 1 5 108 27 1 2 4 (11) 1 2 26 5 2 (45) — — 1 (8) 96 32 (6) 3 — — (1) (1) 27 7 1 (18) — (1) 1 (10) 141 28 2 3 1 (1) — (1) 32 Funded status of plans (non-current) $ (37) $ (19) $ (6) $ (82) $ (69) $ (109) The amounts recognized in accrued liabia lities on the Consolidated Balance Sheets were $2 million at December 31, 2023 and 2022. The amounts recognized in other liabia lities on the Consolidated Balance Sheets were $117 million and $86 million at December 31, 2023 and 2022, respectively. ar ended December 31, 2023. The main The benefitff obligation generated a global net actuarial loss of $31 million for the ye driver of this loss was experience losses of $20 million. The loss was also driven by changes in actuarial assumptions that resulted in losses of $11 million. t Actual return on plan assets for the year ended Decembem r 31, 2023 was $21 million. The gain was primarily related to thet U.S. and the Netherlands , which experienced gains of $20 million and $1 million, respectively. aa Amounts recognized in accumulated other comprm ehensive loss associated with pension plans at December 31, 2023 and 2022 are as folff lows: (in millions) Prior service cost NNet actuat rial loss (gain) Net amount recognized U.S. Plans Non-U.S. Plans 2023 2022 2023 2022 $ $ — $ 20 20 $ — $ 13 13 $ 2 $ — 2 $ 2 (8) (6) 53 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements The estimated actuarial losses and prior service costs that will be amortized from accumulated other comprehensive loss into net periodic pension cost over the next fisff cal year are immaterial. The components of net periodic benefit (income) cost forff follows: the years ended December 31, 2023, 2022 and 2021 are as (in millions) NNet periodic benefitff cost (income) Service cost Interest cost Expected return on plan assets Amortization of prior service credit Amortization of actuat rial losses (gains) Settlement and curtailment losses (gains) U.S. Plans Non-U.S. Plans 2023 2022 2021 2023 2022 2021 $ 3 $ 7 $ 7 $ 4 $ 5 $ 13 (11) (1) 2 6 11 (17) (1) — — 10 (16) (1) — — 3 (1) — — (2) 2 (1) — (33) — NNet periodic benefitff cost (income) $ 12 $ — $ — $ 4 $ (27) $ 7 1 (1) — (3) — 4 The componm ents of net periodic benefitff cost (income) other than the service cost are included in other expense, net in the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 are as follows: (in millions) Other changes in plan assets and benefitsff obligations recognized in other comprehensive (income) loss U.S. Plans Non-U.S. Plans 2023 2022 2021 2023 2022 2021 Actuarial losses (gains) $ 14 $ (66) $ (20) $ 9 $ (45) $ (18) Prior service costs arising during the year Excess return on plan assets(1) Actuarial (losses) gains recognized during the year Other Total recognized in other comprehensive (income) loss Total recognized in net periodic benefit cost (income) and other comprehensive (income) loss — — (8) 1 7 — 79 — — 13 — (9) — 1 (28) — — — (1) 8 2 6 33 — — — 3 (1) (4) (16) $ 19 $ 13 $ (28) $ 12 $ (31) $ (12) (1) Represents actual return on plan assets in excess of the expected return. tt 54 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements Significant actuat benefit plans are presented in the folff rial assumptions used in determining the be t nefit obligations and net periodic benefit cost (income) forff lowing tabla e as weighted averages. U.S. Plans Non-U.S. Plans 2023 2022 2021 2023 2022 2021 Actuarial assumptions used to determine bbenefit obligations as of December 31: Discount rate Interest crediting rate 5.2 % 6.0 % 3.1 % 6.0 % 3.0 % 6.0 % 3.4 % 2.5 % 1.2 % 1.5 % 1.2 % 1.5 % Expected annual rate of compensation increase Actuarial assumptions used to determine net periodic benefitff cost (income) for the year ended December 31: Discount rate - benefitff obligation Interest crediting rate Expected rate of return on plan assets Expected annual rate of compensation increase 3.5 % 3.2 % 3.2 % 2.6 % 2.4 % 2.4 % 5.0 % 6.0 % 5.3 % 5.2 % 6.0 % 5.3 % 2.7 % 6.0 % 4.7 % 3.0 % 2.2 % 3.4 % 3.4 % 2.5 % 1.3 % 0.7 % 1.5 % 2.3 % 3.5 % 3.5 % 3.5 % 2.7 % 2.6 % 2.4 % The discount rate for the U.S. pension plans reflects the current rate at which the associated liabia lities could be settled at the U.S. pension plans, we use a modeling process the measurement date of December 31. To dTT etermine discount rates forff io of high- that involves matching thet quality, fixed income debt instrumrr thetical portfolio as a discount rate benchmark.rr expected cash outflows of its benefit plans to a yield curve constructed from a portfolff ents. We uWW se the single weighted-average yield of this hypoyy ate based on historical plan asset returt ns over The expected rate of returt n orr varying long-term periods combined with current markerr t conditions and broad asset mix considerations. We rWW eview the expected rate of return on an annual basis and revise it as appropriate. For non-U.S. benefitff plans, actuarial assumptions reflect economic and market facff n U.S. plan assets of 5.3% is a long-term r tors relevant to each country.rr rr lowing amounts relate to pension plans with accumulated benefitff obligations exceeding the fair value of plan assets The folff at December 31, 2023 anda 2022. (in millions) Projected benefit obligation Accumulated benefitff obligation Fair value of plan assets U.S. Plans Non-U.S. Plans 2023 2022 2023 2022 $ $ $ 234 $ 230 $ 197 $ 281 $ 278 $ 262 $ 106 $ 96 $ 25 $ 96 86 27 lowing amounts relate to pension plans with projected benefit obligations exceeding the fair value of the plan assets The folff at December 31, 2023 anda 2022. (in millions) Projected benefit obligation Accumulated benefitff obligation Fair value of plan assets U.S. Plans Non-U.S. Plans 2023 2022 2023 2022 $ $ $ 234 $ 230 $ 197 $ 281 $ 278 $ 262 $ 108 $ 98 $ 26 $ 96 87 27 55 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements We utilized a third-party investment management firff m to serve as our Outsourced Chief Investment Offiff cer; however, we have appointed an internal investment committee that monitors adherence to the investment guidelines the firff m will follow. We employ an investment approach whereby a mix of equities and fixed income investments are used to maximize thet long-term returt n of plan assets forff consideration of plan liabia lities and plan funded statust . The investment portfolio contains a diversified blend of equity and fixff ed income investments. Furthermore, equiq ty investments are diversified across U.S. and non-U.S. stocks, as well as growth, value and e used to improve portfolio small and large capitalizations. Other assets such as real estate and hedge funds may baa diversification. The non-U.S. investment policies are differen ng requirements, and finff ancial and tax considerations are part of the funding and investment allocation process in each country. a prudent level of risk. Risk tolerance is established through carefulff each country as local regulations, fundi t forff ff ff A majority of the U.S. pension plan assets as of December 31, 2023 do not have publu ished pricing and are valued using Net Asset ValVV ue (“NAV”AA ), which appa r value by asset category are as follows for r value. NAV and faiff December 31, 2023 anda roximates faiff 2022: (in millions) Cash and cash equivalents Equity Government bonds Corporate bonds Real estate / property Other Total assets at faiff r value U.S. Plans NAV 2023 2022 3 $ 64 14 58 24 34 197 $ 6 45 21 132 29 29 262 $ $ The faiff r values of the non-U.S. pension plan assets by asset category area as follows for December 31, 2023 and 2022: (in millions) Equity Government bonds Insurance contracts Other Non-U.S. Plans 2023 2022 Total Level 1 Level 2 Level 3 TotalTT Level 1 Level 2 Level 3 $ 7 $ 7 $ — $ — $ 1 $ 1 $ — $ 6 7 6 — — — 6 — — — 7 6 1 6 19 — — — 1 — — Total assets at faiff r value $ 26 $ 7 $ 6 $ 13 $ 27 $ 1 $ 1 $ Refer to Note 13. Fair Value to Consolidated Financial Statements. — — 6 19 25 56 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements The folff lowing tabla e summarizes changes in the faiff r value of Level 3 assets for Non-U.S. plans: (in millions) Balance at January 1, 2021 Return on plan assets Purchases, sales and settlements, net Other Balance at December 31, 2021 Return on plan assets Other Balance at December 31, 2022 Return on plan assets Purchases, sales and settlements, net Other Balance at December 31, 2023 Non-U.S. Plans $ $ 26 1 4 (1) 30 (3) (2) 25 1 (14) 1 13 valued either by using pricing models, Government bonds and Corporate bonds held as of December 31, 2023 and 2022 area bids provided by brokers or dealers, quoted prices of securities with similar characteristics or discounted cash flows and as such include adjustments for certain risks that may not be observable such as credit and liquiqq dity risks. Real estate, insurance contracts, and other investments as of Decembem r 31, 2023 anda are classified as Level 3 as there are neither quoted prices nor other observable inputs for pricing. Insuranca e contracts are issued by insurance companies and roximates the contract fair value. Other investments consist of a collective are valued at cash surrerr nder value, which appa pension fouff ndation that is valued and allocated by the plan administrator. 2022 anda We utilize the services of retirement and investment consultants to actively manage thett assets of our pension plans. We have establa ished asset allocation targets and investment guidelines based on the guidance of the consultants. Our target allocations are 37% fixed income investments, 33% global equity investments, 12% global real estate investments and 18% cash and other investments. qualified definff ed benefit pension plans is to contribute amounts at least suffiff cient to satisfy Our general funding policy forff regulatory funding standards. In 2023, we were not required to make contributions to the U.S. pension plans, however we made immaterial contributions. There is not a requirement to make any contributions to the U.S. pension plans in 2024. In non-U.S. pension plans to satisfy regulatory funding requiq rements. In 2023, contributions of $3 million were made to thett roximately $3 million to the non-U.S. 2024, we expect to make contributions of cash and/or marka etable securities of appa pension plansa to satisfy regulatory funding standards. Contritt butions for both thett U.S. and non-U.S. pension plans do not reflect benefits paid directly from our assets. Benefit payments, including amounts to be paid from our assets, and refleff cting expected future service, as appropriate, are expected to be paid as follows: (in millions) 2024 2025 2026 2027 2028 2029-2033 U.S. Plans Non-U.S. Plans $ $ $ $ $ $ 19 $ 19 $ 19 $ 19 $ 19 $ 86 $ 3 3 3 3 4 26 57 Note 8. Stock-Based Compensation Plans Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements The Stock Incentive Plan, which consists of thet Restated 2018 Stock Incentive Plan of Resideo Amended anda Technologies, Inc. and its Affiff liates and the 2018 Stock Incentive Plan forff Non-Employee Directors of Resideo Technologies, Inc., provides forff stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards. a the grant of Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. During the second quarta er of 2023, the Amended anda issuance by 3.5 and its Affiff liates was further amended to increase the number of shares of our common stock availabla e forff million shares for an aggregate of 19.5 million shares with no more than 7.5 million shares being availabla e forff grant in the form of stock options. At December 31, 2023, 12 million shares of our common stock are availabla e to be granted under the Stock Incentive Plan. Summary of Stock-Based Compe CC nsation ExpEE ense Our stock-based compensation expense, net of tax was $43 million, $48 million and $36 million for the years ended December 31, 2023, 2022 and 2021. Restrit cted Stock UniUU t Activity Restricted stock units (“RSUs”) are issued to certain key employees and to non-employee directors. These awards entitle the holder to receive one share of our common stock forff each unit upon vesting. RSUs typically become fully vested over a three-year period following the grant date. RSU awards issued to our non-employee directors have a one-year service period. We mWW easure stock-based compensation expense at the grant date based on the estimated faiff r value of the award. Performance stock units (“PSUs”) are issued to certain key employees. These awards entitle the holder to receive a each unit upon specified number of our common stock, dependent on our financial metrics or market conditions, forff are payable in our common stock. PSUs vesting. PSUs typically become vested at the end of a three-year period anda granted in 2023 were issued with the shares awarded per unit being based on the difference in perforff mance between the total stockholders’ returt n of our common stock against that of the S&P 600 Industrials Index. PSUs granted prior to 2023 were issued with the shares awaaa e between the total stockholders’ return of our common stock against that of the S&P 400 Industrials Index. rded per unit being based on the difference in perforff manca ff ff The faiff 2022 and 2021 were calculated using the folff r values estimated from the Monte Carlo simulation forff lowing assumptions: PSUs issued during the years ended December 31, 2023, Expected volatility Risk-freff e interest rate % Expected term (in years) Dividend yield (1) (1) We have never declared or paid anyaa Years Ended December 31, 2022 2023 2021 63.37 % 4.24 % 2.88 — % 59.01 % 1.58 % 2.89 — % 47.43 % 0.20 % 2.86 — % cash dividends on our common stock and we currently do not intend to pay cash dividends. 58 The folff lowing tabla e summarizes activity related to the Stock Incentive Plan forff emplm oyees and non-emplm oyee directors: Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements (in whole dollars) NNon-vested as of January 1, 2023 Granted Vested Forfeited NNon-vested as of December 31, 2023 PSUs RSUs Number of Perforff mance Stock Units Weighted Average Grant Date Fair Value Per Share Number of Restricted Stock Units Weighted Average Grant Date Fair Value Per Share 1,722,380 $ 553,071 (611,631) (69,954) 1,593,866 $ 27.23 29.89 27.03 38.47 35.80 3,410,962 $ 2,298,936 (1,615,111) (238,291) 3,856,496 $ 20.57 18.79 18.35 21.88 20.16 As of December 31, 2023, unrecognized compensation cost related to unvested awards granted to employees and non- lows: employee directors under the Stock Incentive Plan is as folff (in millions) RSUs PSUs Total unrecognized compensation cost The faiff r value of shares vested follows: (in millions) RSUs PSUs Total Stock OptO ion Activity Unrecognized Compensation Cost 48 $ 20 $ 68 Weighted-AveAA rage Period 1 year, 9 months 1 year, 2 months Years Ended December 31, 2023 2022 2021 $ $ 29 14 43 $ $ $ 36 $ 4 40 $ 48 NA 48 Stock option awards entitle the holder to purchase shares of our common stock at a specific price when the options vest. Stock options typiyy cally vest over 3 years from the date of grant and expire 7 years from the grant date. There were no stock options granted to employees during the years ended Decembem r 31, 2023 and 2022. The faiff stock options granted durdd ing the year ended December 31, 2021 was calculated using thet Black-Scholes model: r value of following assumptions in the Year Ended December 31, 2021 34% 5 years —% 0.77% Expected stock price volatility Expected term of options Expected dividend yield (1) Risk-freff e interest rate (1) We have never declared or paid anyaa cash dividends on our common stock and we currently do not intend to pay cash dividends. between the fair market The aggregate intrinsic value disclosed below represents the total intrinsic value (the difference value of our common stock as of December 31, 2023 and the exercise price, multiplied by the number of in-the-money t would have been received by the option holders had all option holders exercised service-based common stock options) that their options on December 31, 2023. This amount is subject to change based on change s to the fair market value of our common stock. a ff 59 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements The folff lowing tabla e summarizes stock option activity related to the Stock Incentive Plan: — 8 8 8 (in whole dollars) Stock Options outstanding as of January 1, 2023 Granted Forfeiff ted Expired Exercised Stock Options outstanding as of December 31, 2023 1,220,957 $ Stock Options Weighted Average Exercise Price Weighted Average Contractual Life Aggregate Intrinsic Value Number of Stock Options 1,317,649 $ 15.25 4.0 years $ 6 — — (96,692) — — — 24.35 — 14.52 3.2 years $ Vested and expected to vest at December 31, 2023 1,220,957 ercisabla e at December 31, 2023 1,070,957 $ $ 14.52 3.2 years $ 12.99 2.9 years $ For the year ended December 31, 2023, there was an immaterial amount of total unrecognized compensation cost related to non-vested stock options granted under the Stock Incentive Plan, which is expected to be recognized over a weighted- average period of appa roximately 1 year. Cash received from stock options exercised durdd ing the years ended December 31, 2023 and 2022 was not material as there were no options exercised. Cash received from stock options exercised durdd ing the year ended December 31, 2021 was $9 million. Note 9. Goodwill and Intangible Assets, net Our goodwill balance and changes in carrying value by segment folff lows: (in millions) Balance at January 1, 2022 Acquisitions Divestiture Impact of foreign currency transa lation Balance at December 31, 2022 Acquisitions Divestitures Adjud stments Impact of foreign currency transa lation Balance at December 31, 2023 Products and Solutions ADI Global Distribution Total $ 2,010 $ 651 $ 2,661 94 — (32) 2,072 7 (46) (5) 17 15 (4) (10) 652 3 — — 5 109 (4) (42) 2,724 10 (46) (5) 22 $ 2,045 $ 660 $ 2,705 The folff lowing tabla e summarizes the net carrying amount of intangible assets: (in millions) Intangible assets subject to amortization Indefinite-lived intangible assets Total intangible assets December 31, 2023 2022 $ $ 281 180 461 $ $ 295 180 475 60 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements Intangible assets subject to amortization consisted of the folff lowing: (in millions) Patents and technology Customer relationships Trademarks Software Total intangible assets (in millions) Patents and technology Customer relationships Trademarks Software Total intangible assets December 31, 2023 Gross Carrying Amount 64 319 9 193 585 Accumulated Amortization $ (26) $ (138) (8) (132) $ (304) $ December 31, 2022 Gross Carrying Amount 65 313 14 175 567 Accumulated Amortization $ (28) $ (117) (8) (119) $ (272) $ $ $ $ $ Net Carrying Amount 38 181 1 61 281 Net Carrying Amount 37 196 6 56 295 Usefulff Lives 7 - 10 years 7 - 15 years 5 - 10 years 2 - 7 years Weighted Average Amortization 10 years 14 years 10 years 5 years Usefulff Lives 3 - 10 years 7 - 15 years 10 years 2 - 7 years Weighted Average Amortization 10 years 14 years 10 years 6 years Intangible assets are amortized on a straight-line basis or a basis consistent with the expected futur expected usefulff ended Decembem r 31, 2023, 2022 and 2021, respectively. e cash floff ws over their lives. Intangible assets amortization expense was $38 million, $35 million and $30 million during the years ff The estimated aggregate amortization on these intangible assets for each of the next five years as of December 31, 2023, follows: (in millions) 2024 2025 2026 2027 2028 Note 10. Leases Amortization Expense $ $ $ $ $ 38 40 35 29 26 ing sites, offiff ces, engineering and lab sites, stocking We are party to operating leases forff locations, warehouses, automobiles, and certain equipment. Certain real estate leases include variabla e rental payments, which adjust periodically based on inflatio n. Other variabla e amounts paid under operating leases, such as taxes and common area a maintenance, are charged to selling, general and administrative expenses as incurred. Generally, lease agreements do not contain any material residual value guarantees or material restrictive covenants. the majority of our manufacturt ff Payments arising froff m operating lease activity, as well as variabla e and short-term lease payments not included within the are included as operating activities of our Consolidated Statements of Cash Flows. Operating lease operating lease liabia lity,tt sset for its intended use (i.e., leasehold improvements) are represented within payments representing costs to ready an aa investing activities within our Consolidated Statements of Cash Flows. 61 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements The operating lease expense folff lows: (in millions) Operating lease cost: Selling, general and administrative expenses Cost of goods sold Total operating lease costs Years Ended December 31, 2022 2023 2021 $ $ 57 $ 20 77 $ 50 $ 19 69 $ 46 17 63 Total operating lease costs include variabla e lease costs of $22 million, $19 million and $17 million for the years ended December 31, 2023, 2022, and 2021, respectively. lowing tabla e summarizes the carrying amounts of our operating leased assets and liabia lities along with key inputs The folff used to discount our lease liabia lities: (in millions, except weighted-average data) Operating lease assets Operating lease liabia lities - current Operating lease liabia lities - non-current Weighted-average remaining term Weighted-average incremental borrowing rate Financial Statement Line Item 2023 2022 December 31, Other assets $ Accruerr d liabia lities $ Other liabia lities $ 192 39 166 6.32 years $ $ $ 191 37 166 6.81 years 6.12 % 5.78 % lowing tabla e summaria zes our future minimum lease payments under our non-cancelable leases as of December 31, The folff 2023: (in millions) 2024 2025 2026 2027 2028 Thereafter Total lease payments Less: Imputed interest Present value of operating lease liabia lities Supplemental cash floff w inforff marr tion related to operating leases folff lows: Commitments 46 $ 44 40 34 27 58 249 44 205 $ (in millions) Cash paid for operating lease liabia lities NNon-cash activities: operating lease assets obtained in exchanga new operating lease liabia lities (1) 39 $ (1) The year ended December 31, 2022 includes $25 million of operating lease assets acquired from the First Alert arr 36 $ 2023 e forff $ $ cquisition. 2021 33 46 33 $ 97 $ Years Ended December 31, 2022 As of December 31, 2023, we have additional operating leases that have not yet commenced. Obligations under these leases are not material. Additionally, as a lessor, we lease all or a portion of certain owned properties. Rental income for thett years ended December 31, 2023, 2022 and 2021 was not material. 62 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements Note 11. Long-Term Debt Long-term d rr ebt is comprised of the folff lowing: (in millions) 4.000% senior notes due 2029 dd Variable rate A&R TerTT m B Facility Gross debt Less: current portion of long-term debt Less: unamortized deferred financing costs Total long-term debt December 31, 2023 2022 $ 300 $ 1,119 1,419 (12) (11) 300 1,131 1,431 (12) (15) $ 1,396 $ 1,404 Aggregate required principal payments on long-term debt outstanding at December 31, 2023, follows: (in millions) 2024 2025 2026 2027 2028 Thereafter Total A&R SenSS ior CreCC dit FacFF ilities Payments 12 12 12 12 1,073 300 1,419 $ $ tively replaced our previous senior secured credit facff an (i) initial seven-year senior secured TerTT m B loan facility i On February 12, 2021, we entered into an A&R Credit Agreement with JP Morgan Chase Bank N.A. as administrative agent. This agreement effecff ilities. The A&R Credit Agreement provides forff n an aggregate principal amount of $950 million, which was further amended on March 28, 2022 to include an additional aggregate principal amount of $200 million in term n an aggregate principal amount loans (the “A&R TerTT m B Facility”), (ii) a fiveff of $500 million (the “A&R Revolving Credit Facility” and, together with the A&R TerTT m B Facility, the “A&R Senior Credit Facilities”). -year senior secured revolving credit facility i tt tt We are obligated to make quarterly principal paymaa amortization provisions in the A&R Credit Agreement. ents throughout the term of the A&R Term B Facility according to the In addition to paying interest on outstanding borrorr wings under the A&R Revolving Credit Facility,tt we are required to pay a quarterly commitment feeff based on the unused portion of the A&R Revolving Credit Facility. Borrowings under the A&R Credit Agreement can be prepaid at our option without premium or penalty. Up to $75 million may be utilized under the A&R Revolving Credit Facility forff the issuance of letters of credit to us or any of our subsidiaries. The A&R Senior Credit Facilities contain customary LIBOR replacement language, including, but not limited to, the use of cost of borrorr wing cash overnirr ght collateralized by U.S. Treasury rates based on SOFR, which is a broad measure of thet securities in the repurchase agreement market and is administered by the Federal Reserve Bank of New YorYY k. On June 30, 2023, we modified the calculation of interest under the A&R Senior Credit Facilities froff m being calculated based on LIBOR to being calculated based on SOFR. Thereforff e, the A&R Senior Credit Facilities bears interest at a rate per annum the A&R Revolving Credit Facility and varying credit of Term SOFR plus a credit spread adjustment of 10 basis points forff spread adjud stments forff the A&R Term B Facility, based on the tenor of each individual borrowing. No other material terms of the A&R Senior Credit Facilities were amended. The A&R Credit Agreement contains certain financial maintenance covenants and affiff rmative and negative covenants financings of this type. All obligations under the A&R Senior Credit Facilities are unconditionally customary forff 63 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements guaranteed jointly and severally by us and subsu tantially all of the direct and indirect wholly owned subsidiaries of ours that are organized under the laws of the U.S. (collectively, the “Guarantors”). The A&R Senior Credit Facilities are secured on a firff st priority basis by the equity interests of each direct subsidiary of ours, as well as the tangible and intangible personal property att nd material real property of ours and each of thett Guarantors. t t of At December 31, 2023 anda the interest rate swapsa , was 7.72% and 6.78%, respectively and there were no borrowings and no letters of credit issued under the A&R Revolving Credit Facility. As of December 31, 2023, we were in compliance with all covenants related to the A&R Credit Agreement and Senior Notes due 2029. the A&R Term B Facility, excluding the effecff 2022, the weighted average interest rate forff We entered into certain interest rate swap agreements in March 2021, which were amended in June 2023, to transition fromff a hedge of LIBOR-based cash floff ws to a hedge of SOFR-based cash flows. These interest rate swap aa tively convert a portion of our variable-rate debt to fixff ed rate debt. Refer to Note 12. Derivative FinFF ancial Instruments to Consolidated Financial Statements. greements effecff Senior Notes due 2029 dd On August 26, 2021, we issued $300 million in principal amount of 4.00% Senior Notes due 2029. The Senior Notes due 2029 are senior unsecured obligations of Resideo guaranteed by Resideo’s existing and future domestic subsidiaries and rank equaqq lly with all of Resideo’s senior unsecured debt and senior to all of Resideo’s subordinated debt. We may, at our option, redeem the Senior Notes due 2029 in whole (at any time) or in part (froff m time to time), at varyirr ng prices based on thett timing of thett redemption. The Senior Notes due 2029 limit us and our restricted subsidiaries’ ability t o, among other things, incur additional secured indebtedness and issue preferrerr d stocks; enter into certain sale and leaseback transactions; incur liens; and consolidate, merge or sell all or substantially all of their assets. These covenants are subject to a number of limitations and exceptions. n certain events constituting a change of control together with a ratings downgrade, the holders of thett Additionally, upouu Senior Notes due 2029 have thet r to repurchase the Senior Notes due 2029 at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, to (but not including) the date of purchase. right to require us to offeff tt Senior Notes Redemptm ions As a result of the redemption of the 6.125% senior unsecured notes (the “Senior Notes due 2026”) and the execution of the A&R Credit Agreement, debt extinguishment costs of $41 million were incurred and recorded in other expense, net forff the year ended December 31, 2021. Note 12. Derivative Financial Instruments interest rate swap agreements (“Swap Agreements”) with several finff ancial In March 2021, we entered into eight institutions for a combined notional value of $560 million. The Swap Agreements were entered into to reducdd e the consolidated interest rate risk associated with variable rate, long-term d ebt. rr greements were cancelled for no lows: (i) the original interest rate swap aa tively blending the asset positions of the original interest rate swap a greements, each with a notional value of $70 million that In March anda April 2023, we modified two of the eight Swap Aa matures in May 2024 as folff termination payment and (ii) we simultaneously entered into new pay-fixff ed interest rate swap agreements with a notional amount of $70 million each, effecff greements into new interest swap agreements and extending the term of our hedged positions to February 2027. In connection with these transactions, no cash was exchanged between us and the counterparr s a hybrid instrument in accordance with Accounting Standards Codification 815, Derivatives and Hedging, consisting of finff ancing components and embedded at-market derivatives that were designated as cash flow hedges. The amounts remaining in accumulated other comprehensive loss forff the modified interest rate swap agreements as of December 31, 2023 were approximately $2 million in aggregate and are being amortized as a reduction to interest expense over the effeff ctive period of the original interest rate swap aa 024. The finff ancing components are accounted for at amortized cost over the life off f the swap while the embedded at-markaa et derivatives are accounted for at faiff rty.tt The new pay-fixed interest rate swap aa greements, or May 2aa greements quaqq lify aff r value. a ff 64 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements On June 23, 2023, we amended the Swap Agreements to transition from a hedge of LIBOR-based cash floff ws to a hedge of greements, we convert a portion of our variable interest rate SOFR-based cash flows. Under the amended Swap Aa OFR with a minimum rate of 0.39% per annum to a base fixed weighted average rate of 1.13% obligations based on TerTT m Srr over the remaining terms. We dWW esignated the Swap Agreements as cash flow hedges of the variabia lity i n expected cash outfloff ws for interest payments. tt greements are adjud sted to fair value on a quarterly basis. The fair value of each swap ia s presented within the The Swap Aa Consolidated Balance Sheets, and we recognize any changes in the faiff r value as an adjud stment of accumulated other comprehensive loss within equity to the extent the swap is effeff ctive. As interest expense is accrued on the debt obligation, amounts in accumulated other comprehensive loss related to the Swap Agreements are reclassified into income resulting in tive yield of the fixff ed rate a net interest expense on the hedged amount of the underlying debt obligation equal to the effecff of the swap.a lowing tabla e summarizes the fair value and presentation of derivative instrumrr The folff Sheets as well as the pre-tax gain (loss) recorded in accumulated other comprehensive loss: ents in the Consolidated Balance (in millions) Derivatives designated as hedging instrumrr ents Interest rate swaps Interest rate swaps Total derivative assets designated as hedging instruments Fair Value of Derivative Assets December 31, Financial Statement Line Item 2023 2022 Other current assets $ Other assets $ 20 $ 10 30 $ Unrealized gain Accumulated other comprehensive loss $ 25 $ 23 22 45 42 Unrealized gains expected to be reclassifieff d froff m accumulated other comprm ehensive loss in the next 12 months area estimated to be $22 million as of December 31, 2023. lowing tabla es summarize the effeff ct of derivative instrumrr The folff comprehensive income (loss) and the Consolidated Statements of Operations: ents designated as cash flow hedges in other t (in millions) Gains recorded in accumulated other comprehensive loss, bbeginning of year Current period gain (loss) recognized in/reclassified fromff other comprm ehensive income (Gains) losses reclassified froff m accumulated other comprehensive loss to net income Gains recorded in accumulated other comprehensive loss, end of year Note 13. Fair Value Years Ended December 31, Financial Statement Line Item 2023 2022 Interest expense, net Interest expense, net $ $ 42 $ 25 (42) 25 $ 6 42 (6) 42 ents held, and when applicable, issued to finff ance our operations, is The estimated fair value of our financial instrumrr summarized below. Certain estimates and judgments were required to develop the fair value amounts. The faiff r value amounts shown below are not necessarily indicative of the amounts that we would realize upon disposition nor do they r value are indicate our intent or ability to d required to be classified and disclosed in one of the following three categories: ent. Assets and liabia lities that are carried at faiff ispose of the financial instrumrr tt Level 1—quoted markerr Level 2—observabla e market-based inputs or unobservabla e inputs that are corroborated by market data Level 3—unobservabla e inputs that are not corroborated by market data t prices in active markets for identical assets and liabia lities 65 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements Financial and non-finff ancial assets and liabia lities are classified in their entirety based on the lowest level of input that is significant to thet fair value measurement. There were no changes in thet methodologies used in our valuation practices as of December 31, 2023 anda 2022. r values of long-term d t prices in inactive markets or The faiff discounted cash flows based upon currerr nt observable market interest rates and thereforff e were classified as Level 2 measurements in the faiff ents were determined using quoted markerr r value hierarchy. ebt instrumrr rr The folff lowing tabla e provides a summary of the carrying amount and faiff r value of outstanding debt: (in millions) Debt December 31, 2023 December 31, 2022 Carrying Value Fair ValVV ue Carrying Value Fair ValVV ue 4.000% Senior Notes due 2029 Variable rate A&R TerTT m B Facility Total debt $ $ 300 $ 1,119 1,419 $ 266 $ 1,122 1,388 $ 300 $ 1,131 1,431 $ 242 1,125 1,367 As of December 31, 2023 and 2022, there were no borrowings and no letters of credit issued under the A&R Revolving Credit Facility.tt Refer to Note 11. Long-Term Debt to Consolidated Financial Statements. t Risk—Credit risk represents the loss that would be recognized at the reporting date if counterparties Creditdd and MarMM kerr failed to perform as contracted. Market risk represents our exposure to change s associated with our international operations as we generate revenue and incur expenses in various currencies. We cWW ontinually monitor the creditworthiness of our customers to which we grant credit terms in the normal course of business. The terms and conditions of credit sales are designed to mitigate or eliminate concentrations of credit risk with any single customer. Management does not believe we are exposed to any significant concentrations of credit risk that arise froff m cash anda cash equiq valent investments, derivatives or accounts receivabla e. a rr isk ManMM agement—We conduct business on a multinational basis in a wide variety of foreign Foreign Currerr ncy Rc currencies. We are exposed to market risks froff m changes in currency exchange rates. These exposures may impact futff uret earnings and/or operating cash floff ws. The exposure to market risk for changa e rates arises from transactions arising froff m international trade, forff eign currency denominated monetary assets and liabia lities, and international finff ancing activities between subsidiaries. We rWW ely on naturt al offsff ets to addredd ss the exposures. As of December 31, 2023 anda 2022, we had no forward or option hedging contracts. es in foreign currerr ncy exchanga Interest Rate Risk—ii into various interest rate protection agreements in order to limit the impact of movements in interest rates. We have exposure to movements in interest rates associated with cash and borrowings. We may enter The folff lowing tabla e provides a summary of the carrying amount and faiff r value of our interest rate swaps: a December 31, 2023 December 31, 2022 Carrying Value Significff ant other observable inputs (Level 2) Carrying Value Significff ant other observable inputs (Level 2) (in millions) Assets: Interest rate swaps $ 30 $ 30 $ 45 $ 45 r values of derivative finff ancial There are no Level 1 or Level 3 assets or liabia lities forff instruments have been determi ned based on market value equivalents at the balance sheet date, taking into account the rr current interest rate environment and thereforff e were classified as Level 2 measurements in the fair value hierarca hy. Refer to Note 12. Derivative FinFF ancial Instruments to Consolidated Financial Statements. the periods presented. The faiff r value calculated during the annual goodwill and indefinff The faiff approach in combination with the income appa indefinite-lived intangible assets, respectively. The faiff ite-lived intangible asset impairment test uses the market the reporting units and the relief froff m royalty method for the r value is a Level 3 valuation based on certain unobservabla e inputs roach forff 66 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements including estimated future cash flows and discount rates aligned with market-based assumptions, that would be utilized by market participants in valuing these assets or prices of similar assets. In addition, for long-lived assets, we performed an impairment test for certain location level assets. We uWW tilize primarily the replacement cost method (a Level 3 valuation fair value of property,tt plant and equiqq pment, and the income method to estimate the fair value of right-of- method) for thet use assets, which incorpor l business plans, real estate market capitalization and rental ificant Accounting Policies and Note 10. Leases to Consolidated rates, and discount rates. Refer to Note 2. Summary of Signi Financial Statements. rates Level 3 inputs such as internarr The carryrr and other liabia lities appa ing amounts of cash and cash equivalents, accounts receivabla e, other current assets, accounts payable, accrued roximate fair value because of the short-term maturt ity of these amounts. Note 14. Accrued Liabilities Accruer d liabia lities consist of the folff lowing: (in millions) Obligations payable under Indemnification Agreements Compensation, benefit and other employee-related Customer rebate reserve Restructurt ing Product warranta ies Current operating lease liabia lity Taxes payable Other (1) Total accrued liabia lities December 31, 2023 2022 $ 140 $ 110 104 30 24 39 34 128 608 $ $ 140 108 98 27 40 37 38 152 640 (1) Othett r includes accruals forff adved rtising, legal and profesff sional reserves, freff ight, royalties, interest, and other miscellaneaa ous items. The Indemnification Agreements are further described in Note 15. ComCC mitments and ContCC ingencies. Note 15. Commitments and Contingencies Environmental MatMM tett rs costs related to environmental matters when it is probable that we have incurred a liabia lity r We are subject to various federal, state, local, and forff eign government requirements relating to the protection of thett environment and accruerr elated to a contaminated site and the amount can be reasonabla y estimated. We bWW elieve that, as a general matter, our policies, practices and procedures are properly designed to prevent unreasonabla e risk of environmental damage and personal injury and that our handling, manua facturt e, use and disposal of hazardous substances are in accordance with environmental anda safety laws and regulations. We hWW ave incurred remedial response and voluntary cleanup costs for site contamination and are a party to claims associated with environmental and safety matters, including products containing hazardous substances. Additional claims and costs involving environmental matters are likely to continue to arise in the future. tt Environment-related expenses forff sites owned and operated by us are presented within cost of goods sold for operating sites. For the years ended December 31, 2023, 2022, and 2021, environmental expenses related to these operating sites were not material. Liabia lities forff environmental costs were $22 million for the years ended December 31, 2023 anda 2022. 67 Obligations Payable Under Indemnificff ation Agreements Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements The Reimbursement Agreement and the TaxTT Matters Agreement (collectively, the “Indemnification Agreements”) are further described below. Reimbursement Agreement In connection with the Spin-Off,ff we entered into the Reimbursement Agreement, pursuant to which we have an obligation to make cash payments to Honeywell in amounts equal to 90% of payments for certain Honeywell environmental-liabia lity payments, which include amounts billed (payments), less 90% of Honeywell’s net insurance receipts relating to such liabia lities, and less 90% of the net proceeds received by Honeywell in connection with (i) affirff mative claims relating to such liabia lities, (ii) contributions by othet r parties relating to such liabia lities and (iii) certain property sales (the recoveries). While the amount payable by us in respect of such liabia lities arising in any given year is subject to a cap of $140 million under thett resolution of pending and futff urt e environmental- related liabia lities recorded on our balance sheets are calculated as if we were responsible for 100% of the environmental- liabia lity ptt ayments associated with certain sites. Reimbursement Agreement, the estimated liabia lity f orff tt Payments in respect of the liabia lities arising in a given year will be made quarterly throughout such year on the basis of an estimate of the liabia lities and recoveries provided by Honeywell. Following the end of any such year, Honeywell will provide us with a calculation of the amount of payments and the recoveries actuat lly received. Payment amounts under the Reimbursement Agreement will be deferred to the extent that a specified event of default has occurred and is continuin ng under certain indebtedness, including under the A&R Credit Agreement, or the paym reof causes us not to be compliant with certain finff ancial covenants in certain indebtedned ss, including the A&R Credit Agreement on a pro forff ma basis, including the maximum total leverage ratio (ratio of consolidated debt to consolidated EBITDA, which excludes any amounts owed to Honeywell under the Reimbursement Agreement), and the minimumm interest coverage ratio. ent thett t The obligations under the Reimbursement Agreement will continue until the earlier of: (1) December 31, 2043; or (2) December 31 of the thit rd consecutive year during which the annual reimbursement obligation (including in respect of deferred payment amounts) has been less than $25 million. In 2021 and 2020, several amendments were executed with respect to the Reimbursement Agreement. These amendments included modifications of certain covenants in Exhibit G to conforff m to thett amended covenants included in the Credit Agreement First Amendment, deferment of certain payments under the Reimbursement Agreement to later in the year, and amendment of Exhibit G to, among other things, permit a sale and leaseback transaction. An aggregate amount of up to $150 million would be permitted thereunder so long as the same conditions that are appl icable under the Credit Agreement are satisfied. On February 12, 2021, the covenants in Exhibit G of the Reimbursement Agreement were amended and restated in their entirety to substantially conforff m to the affiff rmative and negative covenanta s contained in the A&R Credit Agreement. uu aa TaŸ Maa atMM tett rs Agreement In connection with the Spin-Off,ff we entered into the Tax Matters Agreement with Honeywell, pursuant to which we are oneywell for certain taxes, including certain income taxes, sales taxes, VATVV and payroll responsible and will indemnify Hff In addition, the taxes, relating to the business for all periods, including periods prior to the consummation of the Spin-Off.ff Tax Matters Agreement addresses the allocation of liabia lity f turing activities t are incurred as a result of restrucrr te the Spin-Off.ff undertaken to effeff ctuat taxes thatt orff tt nd related internal We are required to indemnify Honeywell forff transactions to qualify f their intended tax treatment under U.S. federal, state and local income tax law, as well as foreign orff tax law, where such taxes result froff m our action or omission not permitted by the Separation and Distribution Agreement between Honeywell and Resideo dated as of October 19, 2018 or the Tax Matters Agreement. any taxes resulting from the failure of the Spin-Off aff rr ff 68 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements The folff lowing tabla e summarizes information concerning thett Reimbursement and Tax Matter Agreements’ liabia lities: (in millions) Reimbursement Agreement Tax Matters Agreement Total Beginning balance, January 1, 2022 $ 597 $ 128 $ Accruar ls for liabia lities deemed probabla e and reasonably estimablea (1) Payments to Honeywell Balance as of December 31, 2022 Accruar ls for liabia lities deemed probabla e and reasonably estimablea (1) Payments to Honeywell 157 (140) 614 178 (140) 652 $ 725 155 (160) 720 (2) (20) 106 (9) $ 169 — $ 97 $ 140 million per year (exclusive third consecutive year during (140) 749 Balance as of December 31, 2023 (1) Reimbum rsement Agreement liabilities deemed probable and reasonably estimable, however, it is possible we could pay $aa ) until the earlier of (1) Decembem r 31, 2043; or (2) Decembem r 31 of thett $ of any late payment fees up to 5% per annaa umn which thett annual reimbursement obligation (including in respect of deferred payment amounts) has been less than $25 million. The liabia lities related to the Reimbursement and TaxTT Matter Agreements are included in the following balance sheet accounts: (in millions) Accruerr d liabia lities Obligations payable under Indemnification Agreements Total indemnification liabia lities Years Ended December 31, 2022 2023 $ $ 140 $ 609 749 $ 140 580 720 For the years ended December 31, 2023, 2022 and 2021, net expenses related to the Reimbursement Agreement were $178 million, $157 million, and $146 million respectively, and are recorded in other expense, net. We do not currently possess sufficie nt information to reasonabla y estimate the amounts of indemnification liabia lities to be recorded upon future completion of studies, litigation or settlements, and neither the timing nor the amount of the ultimate costs associated with such indemnification liabia lity ptt ayments can be determined although they could be material to our consolidated results of operations and operating cash floff ws in the periods recognized or paid. ff Independent of our payments under environmental claims, which area part of our ongoing business. the Reimbursement Agreement, we will have ongoing liabia lity f orff tt certain Trademark Agreement We entered into a 40-year TraTT demark Agreement with Honeywell that autaa horizes our use of the Honeywell Home trademark in the operation of our business for the adved rtising, sale and distribution of certain licensed products. In exchange, we pay Honeywell a royalty fee of 1.5% based on net revenue related to such licensed products, which is recorded in selling, general and administrative expense in the Consolidated Statements of Operations. For the years ended December 31, 2023, 2022, and 2021, royalty fees were $18 million, $23 million, and $21 million, respectively. Othett r MatMM tett rs We are subject to lawsuits, investigations and disputes arising out of the conduct of our business, including matters relating acquisitions and divestitures, employee matters, to commercial transactions, governmrr intellectuat any contingency that is orff safety matters. We recognize a liabia lity f probable of occurrence anda reasonably estimabla e. We continually assess the likelihood of adverse judgments or outcomes in these matters, as well as potential ranges of possible losses, based on a careful analysis of each matter with the assistance of outside legal counsel and, if appa licabla e, other experts. No such matters are material to our financa l property, and environmental, health, anda ent contracts, product liability,tt ial statements. tt Certain current or former directors and offiff cers were defendants in a consolidated derivative action, In re Resideo Technologies, Inc. Derivative Litigation (the “Consolidated Federal Derivative Action”), which was stayed pending entry of final judgment in the related securities litigation and Delaware Chancery derivative action. An additional suit was filed 69 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements ery of thet in the Court of Chanca State of Delaware in 2021 and not consolidated with the Consolidated Federal Derivative Action. On November 17, 2022, the parties executed a Confidff ential TerTT m Sheet summarizing the agreed terms of a global settlement to resolve all of the pending lawsuits and derivative claims. Under the terms of the settlement, we agreed to implement or codify c ’ attorneys’ fees of up to $1.6 the District of Minnesota issued an order granting finff al approval of the settlement, million. The U.S. District Court forff judgment was entered on January 9, 2024 and the action was dismissed with prejue dice. The parties fileff d a joint stipulation roved. The settlement liabia lity is and proposed order of dismissal for the Delaware Chancery action, which the court appaa included in the other accrued liabia lities in the Consolidated Balance Sheets, the expected insurance recovery of approximately $0.6 million is included in accounts receivable, net. ertain corporate governance reforff ms and reimburse the plaintiffsff ff tt ) fileff d a putative class action lawsuit (the “Badalamenti On September 16, 2022, Salvatore Badalamenti (“Plaintiff”ff Lawsuit”) in the U.S. District Court forff the District of New Jersey against Honeywell International Inc. and the Company. Plaintiff aff lleges, among other things, that the Company violated certain consumer protection laws by falff sely advertising the Company’s combim nation-listed single data-bus burglar and firff e alarms system control units (the “Products”) as conforming ratories, Inc. (the “UL”) or the National Fire Protection Association (“NFPA”PP ) standards and/or to Underwriters Laboa ther alleges that the Producdd ts are defective because they do not failing to disclose such nonconforff marr oes not allege that he, or anyone else, has experienced any conform t rr adverse event due to the alleged product defecff lleges causes of action forff violation of the New Jersey Consumer Fraud Act, fraff ud, negligent misrepresentation, breach of express and implm ied warranties, violation of the Magnuson-Moss Warranty Act, unjun st enrichment, and viol ation of the Trutr h-in-Consumer Contract, WarWW ranty, and Notice Act. nce. Plaintiff f ndustry standards. Plaintiff dff t or that the Products did not work. Plaintiff aff o the UL and NFPA iPP urff a ff Plaintiff sff eeks to represent a putative class of other persons in the U.S. who purchased the Products. Plaintiff,ff on behalf of himself and the putative class, seeks damages in an unknown amount, which he describes as the cost to repair and/ordd replace the Products and/or the diminution in value of the Products. We believe we have strong defenses against the allegations and claims asserted in the Badalamenti Lawsuit and our motion ly briefed on March 3, 2023. We cWW ontinue to defend the matter vigorously; however, to dismiss Plaintiff'ff s complaint was fulff in such defense. In light of the early stage of thet Badalamenti Lawsuit, there can be no assurance that we will be successfulff we are unabla e to estimate the total costs to defend the mattett o us in the event that we are not successfulff r or the potential liabia lity t in our defenff se. tt On June 28, 2023, Lisset Tredo, a Company emplm oyee, filff ed a putative class action complaint in the San Diego County Superior Court on behalf of all non-exemptm emplm oyees in Califorff nia, in which she alleges violations by the Company of the a Labor Code related to sick leave pay, ayy ccurate wage statements, recordkeeping, and pay timing, and on August Californi ff 28, 2023 she fileff a Private Attorneys General Act (the “Tredo Lawsuit”). In the TreT do Lawsuit, Tredo seeks alleged unpaid wages, restitution, interest, statutory penalties, civil penalties, attorneys’ fees and costs in an unknown amount. The Company answered the TreT do Lawsuit in which it asserted a general denial of plaintiff’ff s allegations and asserted various defenses. d a first amended complaint adding a claim under the Californi ff We are investigating the allegations and defenff ses. At the request of plaintiff’ff s counsel, the parties have agreed to postpone mediation froff m January 2024 to May 2024, and to stay forff mal discovery pending the outcome of the mediation. If the case is not resolved at mediation, we intend to defend the matter vigorously; however, there can be no assurance that we will be successfulff in such defense. At this stage we are unable to estimate the total costs to defend the matter or the potential tt liabia lity t o us in the event that we are not successfulff in our defense. Warrantiett s and Guarantees the In the normal course of business, we issue product warranties and product perforff marr estimated cost of product warranties and product performance guarantees based on contract terms and historical experience at the time of sale. Adjud stments to initial obligations for warranties and guarantees are made as changes to the obligations become reasonably estimable. Product warranties and product performance guarantees are included in other accruedrr liabia lities. nce guarantees. We aWW ccrue forff The folff perforff marr lowing tabla e summaria zes information concerning recorded obligations for product warrantaa ies and product nce guarantees. 70 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements (in millions) Beginning balance Accruar ls for warranta ies/guarantees issued during the year Adjud stment of pre-existing warranties/guarantees Settlement of warranty/guarantee claims Reserve of acquired compam ny at date of acquisition Ending balance Purchase Commitmii ents December 31, 2023 2022 2021 48 $ 23 $ 24 — (38) — 30 (2) (17) 14 34 $ 48 $ 22 22 (3) (18) — 23 $ $ Our unconditional purchase obligations include purchase commitments with suppliers and other obligations entered into during the nor l course of business regarding the purchase of goods and services. For the years ended December 31, t 2023, 2022, and 2021, purchases related to these obligations were $91 million, $41 million and $22 million, respectively. marr Aggregate payments on these obligations at December 31, 2023, follows: (in millions) 2024 2025 2026 2027 2028 and thereafter ff Total Note 16. Other Expense, net Other expenses, net consists of the following: Payments $ $ 142 113 85 2 — 342 (in millions) Reimbursement Agreement expense Return on pension assets Other, net Total other expenses, net The Reimbursement Agreement is furff Financial Statements. Years Ended December 31, 2022 2023 2021 $ $ 178 $ 9 (18) 169 $ 157 $ (39) 21 139 $ 146 (9) 22 159 ther described in Note 15. ComCC mitments and Contingencies to the Consolidated 71 Note 17. Income Taxes Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements Income tax expense is based on pretax finff ancial accounting income. Deferred income taxes are recognized for the temporary drr ses and such amounts forff rences between the recorded amounts of assets and liabia lities forff iffeff income tax purporr ial reporting purpor financa ses. The folff lowing is a summary of the component m s of income beforff e provision for income taxes: (in millions) U.S. NNon-U.S. Total Years Ended December 31, 2022 2023 2021 $ $ 76 $ 237 313 $ 124 $ 294 418 $ The components of the provision for income taxes consisted of the following: (in millions) Current: U.S. Non-U.S. Total current Deferred: U.S. Non-U.S. Total deferred Total provision Years Ended December 31, 2022 2023 2021 $ $ $ $ $ 80 $ 51 131 $ (6) $ (22) (28) $ 103 $ 95 $ 43 138 $ (13) $ 10 (3) $ 135 $ The reconciliation of income tax computed at the U.S. fedff follows: eral statutt ory tax rate to the effecff tive income tax rate is as Years Ended December 31, 2022 2023 2021 79 274 353 60 45 105 5 1 6 111 U.S. federal statutory income tax rate Impact of foreign operations U.S. state income taxes NNon-deductible indemnification costs Executive compem nsation over $1 million Other non-deducdd tible expenses U.S. taxation of forff eign earnings Tax credits Change in tax basis in foreign assets (1) All other items, net Effeff ctive income tax rate (1) The 2023 impact represents thett initial recognition of a step-up in thett valuation allowance. 21.0 % (0.9) 4.4 10.9 1.6 0.3 2.8 (0.8) (6.5) (0.2) 32.7 % 21.0 % (1.6) 3.0 7.7 1.0 (0.6) 1.0 (0.5) — 1.3 32.3 % tax basis of intangaa ible assets recorded under Switzerland tax reforff m, rr 21.0 % (0.2) 3.6 8.4 0.9 0.4 1.4 (0.7) — (3.5) 31.3 % net of 72 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements Deferred income taxes refleff ct the net impact of temporary drr recognized for finff ancial reporting purporr temporary drr rences as of December 31, 2023 and 20 22 are as folff iffeff a rences between thet ses and such amounts recognized for income tax purposes. The tax effecff amounts of assets and liabia lities ts of the iffeff lows: (in millions) Deferred tax assets: Pension Intangibles (2) Other asset basis diffeff rences Operating lease liabia lities Employee compensation and benefits Inventory costing and related reserves Capia talized research and development Other accruals and reserves Net operating anda capital losses Other Gross deferred tax assets Valuation allowance Total deferff red tax assets Deferred tax liabilities: Intangibles Property, pyy lant and equipment Operating lease assets Other Total deferff red tax liabia lities NNet deferred tax asset (2) A valuation allowance brings the ne more likely than not to be realized. tt t deferff rerr d tax effeff ct of the allowed step-up ouu Years Ended December 31, 2023 2022 $ $ $ $ $ $ 21 28 51 44 23 11 13 19 55 11 276 (75) 201 $ (42) $ (16) (41) (6) 16 — 54 43 17 15 6 33 49 1 234 (63) 171 (41) (24) (40) (7) (105) $ (112) 96 $ 59 f intangible assets recorded under Switzerland tax reform to the amount Valuation allowance tt ot that some portion or all of In assessing the need for a valuation allowance, we consider whether it is more likely that n na associated with deferred tax o realize the tax benefitsff the deferred tax assets will not be realized. We eWW valuate our ability t assets by analyzing the relative impact of all the availabla e positive and negative evidence regarding our forff ecasted taxable income using both historical and projeo cted future operating results, the reversal of existing taxable temporary diffeff rences, f tax planning strategies. The ultimate taxable income in prior carry-rr back years (if permitted) and the availabia lity ott es of future taxabla e income during the generation of certain typtt realization of deferff ces become deducdd tible. In making this assessment, we consider the scheduled periods in which those temporary differen red tax asset, projected future taxabla e income, and tax reversal of deferred tax liabia lities, our abia lity to c tt planning strategies. A valuation allowance is recorded in each jurisdiction when it is more likely than not that the deferff red income tax asset will not be realized. Changes in deferred tax asset valuation allowances typically impact income tax expense. red tax assets is dependent upon thet ff back the deferff arryrr We maintain a valuation allowance of $75 million against a portion of deferrerr d tax assets. ValVV uation allowances principally relate to foreign net operating loss carryforwards. As of December 31, 2023, we have deferred tax assets relating to forff eign net operating loss carryforwards of $52 million. These tax losses can be carried forff ward to offsff et the income tax liabia lities 73 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements on future income in these countries. Cumulative tax losses of $46 million can be carrirr ed forward indefinff remaining $9 million of tax losses must be used during tax years 2023 to 2043. itely, while the The rollforff ward of the valuation allowance on deferff red taxes is as follows for the periods indicated: (in millions) Beginning balance Additions / (Subtractions) Ending balance Years Ended December 31, 2022 2023 2021 $ $ 63 12 75 $ $ 63 $ — 63 $ 60 3 63 As of December 31, 2023, our total undistributed earnirr ngs of forff eign affiff liates were $2.0 billion, of which $625 million was not considered indefinitely reinvested. While these earnirr ngs would not be subject to incremental U.S. tax, if we were to actually distribute these earnings, they could be subjeb ct to additional forff eign income taxes and/or withholding taxes payable in forff eign jurisdictions. Thus, we provide for forff eign income taxes payable upon future distributions of thett earnings not considered indefinitely reinvested annually. For the year ended December 31, 2023, the tax charge related to earnings that are not considered indefinitely reinvested is not material. Determination of the unrecognized deferred foreign elated to these undistributed earnings is not practicable due to the complexities associated with this income tax liabia lity r hypothetical calculation. tt Uncertain tax positions The table below sets forff excluding interest and penalties forff unrecognized tax benefitsff will change significff antly within the next twelve months. th the changes to our gross unrecognized tax benefitff as a result of uncertain tax positions, the years ended Decembem r 31, 2023, 2022 and 2021. We do not anticipate that the total (in millions) Unrecognized tax benefits at beginning of year Decreases related to positions taken on items from prior years Increases related to positions taken in the current year Decreases due to expiration of statutes of limitations Unrecognized tax benefits at end of year Years Ended December 31, 2022 2023 2021 $ $ 22 $ (1) 5 (4) 22 $ $ 16 — 6 — 22 10 — 6 — 16 Included in the balance of unrecognized tax benefitsff benefits of $22 million and $22 million, respectively, that if recognized would affecff as of December 31, 2023 anda December 31, 2022, are potential t thet effeff ctive tax rate. income tax expense. For the year ended We report accruerr d interest and penalties related to unrecognized tax benefits in December 31, 2023, we recognized no net expense for interest and penalties forff and had net accumulated accrued interest and penalties of $2 million as of December 31, 2023. For the year ended December 31, 2022, and had net we recognized a net expense forff accumulated accrued interest and penalties of $3 million as of December 31, 2022. interest and penalties of $1 million relating to unrecognized tax benefitsff unrecognized tax benefitsff ff Open tax paa eriods We file income tax returt ns in the U.S. feder al jurisdiction, all states, and various local and foreign jurisdictions. Our U.S. federal tax returns are no longer subject to income tax examinations for taxable years beforff e 2020. With limited exception, state, local, and forff eign income tax returt nsrr for taxable years beforff e 2019 are no longer subjeb ct to examination. ff 74 Note 18. Earnings Per Share Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per share follows: (in millions) Numerator forff Net income basic and diluted earnings per share: Years Ended December 31, 2022 2023 2021 $ 210 $ 283 $ 242 Denominator forff basic and diluted earnings per share: Weighted average basic number of common shares outstanding Plus: dilutive effecff t of common stock equivalents Weighted average diluted number of common shares outstanding 147 1 148 146 3 149 Earnings per share: Basic Diluted $ $ 1.43 $ 1.42 $ 1.94 $ 1.90 $ 144 4 148 1.68 1.63 Diluted earnings per share is computed based upon the weighted average number of shares of common stock outstanding t of common stock equiq valents using the treasury stock method and the average market for the year plus the dilutive effecff price of our common stock forff ars ended December 31, 2023, 2022 and 2021, average options and roximately 1.5 million, 0.1 million and 0.2 million shares of our common stock, respectively, other rights to purchase appa were outstanding and anti-dilutive, and thet refore excluded from the computation of diluted earnirr ngs per share. In addition, an average of 1.2 million, 0.6 million and 0.6 million shares of perforff mance-based unit awards are excluded from the computation of diluted earnings per common share for the years ended December 31, 2023, 2022 and 2021, respectively, as the contingency has not been satisfied. the period. For the ye t Note 19. Geographic Areas - Financial Data Revenue and long-lived assets by geography aa are as folff lows: (in millions) U.S. Europe Other International Total $ $ Net Revenue (1) Years Ended December 31 , Long-lived Assets (2) D ecember 31, 2023 2022 2021 2023 2022 2021 4,720 $ 4,795 $ 4,181 $ 332 $ 347 $ 1,065 457 1,111 464 1,196 469 143 107 131 79 6,242 $ 6,370 $ 5,846 $ 582 $ 557 $ 244 139 46 429 (1) Net revenuen between geographic areas approximate markerr t andaa are export sales of $41 million, $38 million, and $26 million for thett is not significantaa . Net revenue is classifieff d according to their country of origin. years ended December 31, 2023, 2022, and 2021, Included in U.S. net revenuen respectively. (2) Long-lived assets are comprised of propertyrr , plantaa and equipment, net and right-of-use lease assets. Note 20. Stockholders’ Equity On August 3, 2023, we announced that our Board of Directors authorized a share repurchase program for the repurchase of up to $150 million of our common stock over an unlimited time period (the “Share Repurchase Program”). Under the Share epurchase common stock from time-to-time through various methods, including in open Repurchase Program, we may raa market transactions, block trades, accelerated share repurchases, privately negotiated transactions, derivative transactions or otherwise, certain of which may be made pursuant to a trading plan meeting the requirements of RulRR e 10b5-1 under the Securities Exchange Act of 1934, as amended, in compliance with applicable state and federal securities laws. The Share Repurchase Program can be modified or terminated by our Board of Directors at any time. 75 Resideo TecTT hnologies, Inc. Notes to Consolidated Financial Statements The timing, as well as the number and value of common stock repurchased under the Share Repurchase Program, will be determined at our discretion and will depend on a variety of factors, including our assessment of the intrinsic value and market price of our common stock, general market and economic conditions, availabla e liquiqq dity, compliance with our debt and other agreements, appa ities availabla e to us and other considerations. licable legal requirements, the naturt e of other investment opportunt During the twelve months ended December 31, 2023, we repurchased 2.6 million shares of common stock in the open market at a total cost of $41 million. As of December 31, 2023, the Company had appa roximately $109 million of authorized repurchases remaining under the Share Repurchase Program. Common stock repurchases are recorded at cost and presented as a deducdd tion froff m stockholders’ equity. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Resideo Technologies, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over finff ancial reporting of Resideo Technologies, Inc. (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integre ated Framework ( 13) issued by the Committee of Sponsoring Organizations of the TreT adway Commission (COSO). In our opinion, thet Company maintained, in all material respects, effeff ctive internal control over finff ancial reporting as of Decembem r 31, 2023, based on criteria establa ished in Internal Control — Integre ated Framework (rr 13) issued by COSO. 20(( 20(( rr We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United ar ended December 31, 2023, of the Company States) (PCAOB), the consolidated financial statements as of and for the ye and our report dated February 14, 2024, expressed an unqualified opinion on those finff ancial statements. t Basis forff Opinion tiveness of internal control over financial reporting, included in thett The Company’s management is responsible forff maintaining effecff tive internal control over finff ancial reporting and for its accompanying Management's assessment of the effecff s to express an opinion on the Company’s internal Report on Internal Control over Financial Reporting. Our responsibility i control over finff ancial reporting based on our audaa it. We are a public accounting firff m registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. rr tt We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonabla e assurance about whether effeff ctive internal control over financa ial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over finff ancial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effecff tiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonabla e basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting f finff ancial reporting and the preparation of financial statements forff A company’s internal control over finff ancial reporting is a process designed to provide reasonable assurance regarding the reliabia lity ott external purposes in accordance with l over finff ancial reporting includes those policies anda generally accepted accounting principles. A company’s internal contrott procedurdd es that (1) pertain to the maintenance of records that, in reasonable detail, accurately and faiff rly refleff ct the transactions and dispositions of the assets of the company; (2) provide reasonable assuranca e that transactions are recorded as necessary to permit preparation of finff ancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonabla e assurance regarda ing prevention or timely detection of unauthot rized acquisition, use, or disposition of the company’s assets that could have a material effeff ct on the finff ancial statements. Because of its inherent limitations, internal control over finff ancial reporting may not prevent or detect misstatements. Also, tiveness to futff urt e periods are subject to the risk that controls may become inadequaqq te projections of any evaluation of effecff because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & TouTT che LLP Minneapolis, Minnesota 76 February 14, 2024 77 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Resideo Technologies, Inc Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Resideo Technologies, Inc (the •Compam ny•) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, cash floff ws, and each of the three years in the period ended December 31, 2023, and the related notes (collectively stockholders’ equity, forff referred to as the •financa ial statements•). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformi ty with accounting principles generally accepted in the United States of America. rr We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria 13) issued by the Committee of Sponsoring Organizations of establa ished in Internal Control — Integre ated Framework (rr the TreT adway Commission and our report dated Februarya 14, 2024, expressed an unqualified opinion on the Company's internal control over finff ancial reporting. 20(( Basis forff Opinion s to express an opinion These finff ancial statements are the responsibility ott its. We aWW re a public accounting firff m registered with the PCAOB on the Company's financial statements based on our audaa and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. f the Company's management. Our responsibility i tt We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan andaa he audit to obtain reasonabla e assurance about whether the finff ancial statements are freff e of material misstatement, rr perforff m t whether due to error or fraff ud. Our audits included perforff ming procedurdd es to assess the risks of material misstatement of the financial statements, whether due to error or fraff ud, and perforff ming procedurdd es that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the finff ancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonabla e basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter aria sing from the current-period audit of the finff ancial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the finff ancial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the finff ancial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. e Honeywel l Rll eimbii urserr ment Agreement — Refee r to Ntt otNN e ıtt 5 to t tt hett ii financ ial statements Critical Audit MatMM ter Description the Company entered into the Honeywell Reimbursement Agreement In connection with the Spin-Off,ff (the “Reimbursement Agreement”), pursuant to which the Company has an obligation to make cash payments to Honeywell with respect to certain environmental claims associated with specified properties contaminated through historical business operations. The Company’s obligation is equal to 90% of payments forff certain Honeywell environmental liabia lity payments, less 90% of Honeywell’s net insurance receipts, plus certain other recoveries relating to such liabia lities, as defined by the Reimbursement Agreement. The amount payable by the Company under this agreement is subject to an annual limit of $140 million. The Company records its obligation under the Reimbursement Agreement based on the underlying environmental remediation liabia lities of specified Honeywell sites which are recorded when a remediation liabia lity i s determined to be probable, and the related costs can be reasonabla y estimated. The determination of the amount of futff urt e costs associated tt 78 with environmental remediation requires judgments and estimates by management. Furthermore, inforff mation the Company uses to evaluate the estimates is obtained from Honeywell under the terms of the Reimbursement Agreement. Given the subjectivity in estimating the remediation costs for environmental matters and judgments made by management related to those estimates, perforff ming audit procedures to evaluate the reasonabla eness of management’s estimates and assumptions requires a high degree of auditor judgment. How the Critical Audit MatMM ter WasWW Addrdd esrr sed in the Audit Our audit procedurdd es related to the Company’s obligation under the Reimbursement Agreement and evaluation of the Company’s evidence supporting its estimates included the following, among others: (cid:135) We tested the effecff management’s contrott Reimbursement Agreement. tiveness of controls related to remediation costs for environmental matters, ls over the recording of and changa including ’s obligations under the es to the liabia lity f the Companya orff tt (cid:135) We read the Reimbursement Agreement anda evaluated the Company’s complm iance with it to the extent it has the potential to affecff t the Company’s related liabia lity.tt (cid:135) We perforff med searches of third-party sources to identify pff otential liabia lities related to the specified sites that may not have been included in the estimates. ff (cid:135) We tested the completeness and accuracy of the recognition of the Company’s liabia lity f tt or obl igations under the Reimbursement Agreement through the following procedurdd es: – – For a selection of incremental charges to the Honeywell Environmental liabia lity ( increases), obtained supporting documentation related to the valuation of the liabia lity from manaa gement, including, but not limited to, regulatory records of decision, feasibility stt For a selection of payments related to the Honeywell Environmental liabia lity ( supporting documentation related to the original invoice and proof of payment. tudies, and third-party ett ngineering estimates. decreases), obtained tt tt – Made inquiries of internal and external legal counsel regarda ing environmental matters. – Performed searches of public domain sources to identify n Company or any additional remediation activities required by federal that may not have been included in the estimates. ew remediation sites attributable to the , state, or international authorities ff ff /s/ Deloitte & TouTT che LLP Minneapolis, Minnesota February 14, 2024 We have served as the Companyaa 's auditor since 2018. 79 RESIDEO TECHNOLOGIES, INC. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Do isclosll ure ConCC trols all nd Procedures We maintain a system of disclosure controls and procedurdd es designed to give reasonable assurance that t inforff mation required to be disclosed in our reports filff ed or submitted under the Securities Exchange Act of 1934, as amended (the rules and forms of Exchange Act), is recorded, processed, summarized and reported within the time periods specified in thet the SEC and thatt t such inforff mation is accumulated and communicated to manaa gement to allow timely decisions regarding required disclosures. Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Because there are inherent limitations in all control systems, no evaluation of controls can provide absol ute assurance that all control issues and instances of fraud have been or will be detected. a Our Chief Executive Officff er and Chief Financial Officff er, with the assistance of other members of our management, conducted an evaluation of the effeff ctiveness of our disclosure controls and procedures (as such term is definff ed in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based upon such evaluation, our Chief Executive Officff er and Chief Financial Officff er have concluded that our disclosure tive at a reasonable assurance level as of the end of the period covered by this Annual controls and procedures are effecff Report on Form 10-K. Managea ment’s Repoee rt on Internal Contrott l Over FinFF ancial Repoee rtingtt Management is responsible forff assessment of the effecff the Exchange management and boardaa statements for external purpor a for thet establa ishing and maintaining adequate internal control over finff ancial reporting anda tiveness of internal control over finff ancial reporting as definff ed in Rules 13a-15(f) and 15d-15(f) of Act. Internal control over finff ancial reporting is a process designed to provide reasonabla e assurance to our of directors regarding the reliabia lity of financial reporting and the preparation of finff ancial ses in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over finff ancial reporting may not prevent or detect misstatements. tiveness of internal control over financial reporting as of December 31, 2023. In making this Management assessed the effecff assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreT adway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on this assessment, management determined that we maintained effecff tive internal control over finff ancial reporting as of December 31, 2023. tiveness of the internal control over finff ancial reporting as of December 31, 2023 has been audited by Deloitte & The effecff Touche LLP, aPP n independent registered public accounting firff m, as stated in their report, which is included in Item 8. Financial Statements and Supplementary Data of this Form 10-K. Changes in I ntII ertt narr ii l ConCC trol Over Financial Reporting There was no change in our internal control over finff ancial reporting that occurred during the quarter ended December 31, 2023 that has materially affeff cted, or is reasonably likely to materially affeff ct, our internal control over finff ancial reporting. Item 9B. Other Information During the thrt ee months ended December 31, 2023, no director or offiff cer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 tratt ding arrangement,” as each term is definff ed in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 80 RESIDEO TECHNOLOGIES, INC. PART III. Item 10. Directors, Executive Officff ers and Corporate Governance The inforff mation required by this item will be included in our Proxy Statement to be filff ed pursuant to Regulation 14A r our year ended December 31, 2023 in connection with our 2024 Annual Meeting of Stockholders, or within 120 days afteff the 2024 Proxy Statement, and is incorporr rated herein by reference. Item 11. Executive Compensation The inforff mation required by this item will be included in the 2024 Proxy Statement, which will be filed pursuant to Regulation 14A within 120 days after our year ended December 31, 2023 anda is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The inforff mation required by this item will be included in the 2024 Proxy Statement, which will be filed pursuant to Regulation 14A within 120 days after our year ended December 31, 2023 anda is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The inforff mation required by this item will be included in the 2024 Proxy Statement, which will be filed pursuant to Regulation 14A within 120 days after our year ended December 31, 2023 anda is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information relating to feeff he LLP and our Audit Committee’s pre- services perforff med by Deloitte & ToucTT approval policies and procedurdd es with respect to non-audit services are contained in the 2024 Proxy Statement, which will r our year ended December 31, 2023, and such inforff mation is be filed pursuant to Regulation 14A within 120 days afteff incorporated herein by reference. s paid to anda 81 RESIDEO TECHNOLOGIES, INC. PART IV. Item 15. Exhibits and Financial Statement Schedules (a)(1)Financial Statements The Consolidated Financial Statements and accompanying notes, together with the report of Deloitte & TouTT che LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34), appa ear in Part II Item 8. Financial Statements and Supplementary Data of this Form 10-K. (a)(2)Financial Statements Schedules All schedules have been omitted because they are not required or because the required inforff mation is given in the Consolidated Financial Statements or accompam nying thereto. (a)(3)Exhibits The Exhibits listed below on the Exhibit Index are filed or incorpor rated by reference ff as parta of this Form 10-K. 82 Exhibit Number 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 RESIDEO TECHNOLOGIES, INC. EXHIBIT INDEX Exhibit Description Indemnificff ation and Reimbursement Agreement, dated October 14, 2018, between New HAPI Inc. and Honeywell Internarr d on tional Inc. (incorporated by reference to Exhibit 2.1 to Resideo’s Form 10-K fileff ) February 25, 2021, File No. 001-38635) , y g y p y ( , , , , p Separation and Distribution Agreement, dated October 19, 2018, between Honeywell Internarr g Resideo TecTT hnologies, Inc.* (incorporated by reference to Exhibit 2.1 to Resideo’s Form 8-K filed on ) October 19, 2018, File No. 001-38635) , p y y g ( , , , , , tional Inc. and Transition Services Agreement, dated October 19, 2018, between Honeywell International Inc. and Ademco Inc., a subsidiary of Resideo TecTT hnologies, Inc.* (incorporated by reference to Exhibit 2.2 to Resideo’s Form ) 8-K filff ed on October 19, 2018, File No. 001-38635) , p , ( g y y y g , , , , , g Tax Matters Agreement, dated October 19, 2018, between Honeywell International Inc. and Resideo p Technologies, Inc.* (incorporr , ) 2018, File No. 001-38635) , , to Exhibit 2.3 to Resideo’s Form 8-K filed on October 19, rated by reference y y g ( ff , , , p y , Employee Matters Agreement, dated October 19, 2018, between Honeywell International Inc. and Resideo p Technologies, Inc.* (incorporr , to Exhibit 2.4 to Resideo’s Form 8-K filed on October 19, , ) 2018, File No. 001-38635) rated by reference g ( y g y ff , , , , Patent Cross-License Agreement, dated October 19, 2018, between Honeywell International Inc. and g Resideo TecTT hnologies, Inc.* (incorporated by reference to Exhibit 2.5 to Resideo’s Form 8-K fileff d on ) October 19, 2018, File No. 001-38635) , y g p y ( , , , , Trademark License Agreement, dated October 19, 2018, between Honeywell International Inc. and Resideo p Technologies, Inc.* (incorporr , ) 2018, File No. 001-38635) , to Exhibit 2.6 to Resideo’s Form 8-K filed on October 19, rated by reference y g g y ff ( , , , , First Amendment to Indemnificff ation and Reimbursement Agreement, dated as of April 21, 2020, between Resideo Intermediate Holding Inc. and Honeywell International Inc. (incorporated by reference to Exhibit g 2.1 to Resideo’s Form 8-K fileff ) d on April 23, 2020, File No. 001-38635) , p y , ( y g p p , , , First Amendment to Trademark Lrr , Technologies, Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.7 to Resideo’s ( ) d on April 23, 2020, File No. 001-38635) , Form 8-K fileff p icense Agreement, dated as of April 21, 2020, between Resideo g p y y p g , , , , Second Amendment to Indemnificff ation and Reimbursement Agreement, dated as of July 28, 2020, between Resideo Intermediate Holding Inc. and Honeywell International Inc. (incorporated by reference to Exhibit g 2.1 to Resideo’s Form 8-K fileff ( ) d on July 31, 2020, File No. 001-38635) y p y y g y , , , , , , Second Amendment to Trademark License Agreement, dated as of September 23, 2020, between Resideo p Technologies, Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.11 to Resideo’s ( y ) form 10-K filed on February 25, 2021, File No. 001-38635) y g g p y , , , , , , Third Amendment to Indemnification and Reimbursement Agreement, dated as of November 16, 2020, p g between Resideo Intermediate Holding Inc. and Honeywell International Inc.* (incorporated by reference to y ) d on Novembem r 20, 2020, File No. 001-38635) Exhibit 2.1 to Resideo’s Form 8-K fileff g y ( , , , , 83 2.13 2.14 2.15 3.1 3.2 4.1 4.2 4.3 4.4 4.5 4.6 4.7 10.01 10.02 10.03 RESIDEO TECHNOLOGIES, INC. Fourth Amendment to Indemnification and Reimbursement Agreement, dated as of Februarr p between Resideo Intermediate Holding Inc. and Honeywell International Inc. (incorporr g ) d February 17, 2021, File No. 001-38635). , Exhibit 2.1 to Resideo’s Form 8-K fileff y g y ( , , , ry 12, 2021, , y rated by reference to y , Third Amendment to TraT demarka License Agreement, dated as of May 12, 2021, between Resideo p ( y Technologies, Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.14 to Resideo's ) Form 10-K filed on February 21, 2023, File No. 001-38635) y y y g g , , , , , q y Equity Purchase Agreement, dated as of Februarya Newell Brands Inc. † (incorporated by reference to Exhibit 2.1 to Resideo’s Form 8-K fileff ) 2022, File No. 001-38635) 6, 2022, by and between Resideo TecTT hnologies, Inc. and , y , d on February 7, y , , y † ( , p g g y , Amended andaa Restated Certificate of Incorporr p to Exhibit 3.1 to Resideo’s Form 8 rr ) -K filed on October 29, 2018, File No. 001-38635) , , , ration of Resideo Technologies, Inc. (incorporated by reference g y p ( Amended andaa Restated By-laws of Resideo Technologies, Inc. (incorporr y , Resideo’s Form 8-K filed on February 6rr g ) , 2023, File No. 001-38635) y p ( , , rated by referff ence to Exhibit 3.2 to y p Description of Securities of Registrant (incorporated by reference to Exhibit 4.1 to Resideo's Form 10-K ) filed on February 21, 2023, File No. 001-38635) y y g p ( , , , Indenturt e, dated as of October 19, 2018, among Resideo Funding Inc., Resideo Technologies, Inc., the other guarantors named thett g ) reference to Exhibit 4.1 to Resideo’s Form 8-K filff ed on October 19, 2018, File No. 001-38635) y t Company Americas, as trustee. (incorporated by rein, andaa Deutsche Bank Trusr g p p y g g ( , , , , , , , , , , Indenturt e, dated as of August 26, 2021, among Resideo Funding, Inc., as issuer, Resideo Technologies, Inc., g the other guarantors named therein, and U.S. Bank National Association, as trustee. (incorporated by y ) reference to Exhibit 4.1 to Resideo’s Form 8-K filff ed on August 27, 2021, File No. 001-38635) , g , , g, p g g g ( , , , , , , , pp , First Supplemental Indenture, dated April 1, 2022, to the Senior Notes Indenturt e, dated August 26, 2021, relating to the Issuer’s 4.000% Senior Notes due 2029 (incorporr g , Form 8-K fileff ) d on April 4, 2022, File No. 001-38635) , rated by reference to Exhibit 4.1 to Resideo’s y g p p p ( ff , , , , , pp , Second Supplemental Indenturt e, dated May 19, 2022, to the Senior Notes Indenturt e, dated August 26, 2021, , relating to the Issuer's 4.000% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to Resideo’s ( ) Form 10-Q filed on August 4, 2022, File No. 001-38635) , Q y g g p g y , , , , , pp Third Supplemental Indenturt e, dated September 26, 2022, to the Senior Notes Indenturt e, dated August 26, , g 2021, relating to the Issuer's 4.000% Senior Notes duedd Resideo’s Form 10-Q fileff rated by reference ) d on November 1, 2022, File No. 001-38635) , , to Exhibit 4.1 to p 2029 (incorporr ( Q g y p ff , , , , , pp Fourth Supplemental Indenturt e, dated April 11, 2023, to the Senior Notes Indenturt e, dated August 26, 2021, , , ( relating to the Issuer's 4.000% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to Resideo’s ) Form 10-Q filed May 3, 2023, File No. 001-38635) y , Q p g p g y , , , , , Form of Internal Hire Offeff ) on August 23, 2018, File No. 001-38635) , , ‡ ( r Letter ‡ (incorporr p g rated by reference to Exhibit 10.03 to Resideo’s Form 10 filed y ff Resideo TecTT hnologies Supplemental Savings Plan ‡ (incorporated by reference to Exhibit 10.05 to Resideo’s ) Form 10-K filff ed on March 18, 2019, File No. 001-38635) , ‡ ( pp g p y g , g rated by reference Resideo TecTT hnologies, Inc. Severance Plan For Designated Offiff cers as amended on November 15, 2018 ‡ ‡ g (incorporr p ( 38635)) to Exhibit 10.07 to Resideo’s Form 10-K fileff d on March 18, 2019, File No. 001- y ff , , , , 84 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 RESIDEO TECHNOLOGIES, INC. Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates ‡ ‡ p (incorporr ( ff rated by reference ) Shareholders filed on April 25, 2023) to Appendix A to the Definitive Proxy Statement forff pp y p g y , , the 2023 Annual Meeting of g 2018 Stock Plan forff Non-Employee Directors of Resideo TecTT hnologies, Inc. ‡ (incorporated by reference to Exhibit 4.4 to Resideo’s Form S-8 fileff p ) , d on December 6, 2018, File No. 333-228687) p y ‡ ( g y , , 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiff liates Form of Stock Option AwaAA rd , Agreement. ‡ (incorporated by reference to Exhibit 4.5 to Resideo’s Form S-8 fileff p File No. 333-228687)) , d on December 6, 2018, ‡ ( y g p g , 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiff liates Form of Restricted Stock Unit , Agreement. ‡ (incorporated by reference to Exhibit 4.6 to Resideo’s Form S-8 fileff p File No. 333-228687)) , d on December 6, 2018, ‡ ( y g g , 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiff liates Form of Restricted Stock Unit , Agreement (for replacement awards). ‡ (incorporated by reference to Exhibit 4.7 to Resideo’s Form S-8 filed ) on December 6, 2018, File No. 333-228687) , ) ‡ ( g p p y g ( ff , 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiff liates Form of Performance Stock Unit Agreement. ‡ (incorporated by reference to Exhibit 4.8 to Resideo’s Form S-8 fileff , p d on December 6, 2018, File No. 333-228687)) ‡ ( y g g , , 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiff liates Form of Performance Unit Agreement. ‡ (incorporated by reference to Exhibit 4.9 to Resideo’s Form S-8 fileff , p File No. 333-228687)) , d on December 6, 2018, ‡ ( y g g , 2018 Stock Plan forff Non-Employee Directors of Resideo TecTT hnologies, Inc. Form of Stock Option AwaAA rd Agreement. ‡ (incorporated by reference to Exhibit 4.10 to Resideo’s Form S-8 filed on December 6, 2018, , p File No. 333-228687)) p y y ‡ ( p g g , , 2018 Stock Plan forff Non-Employee Directors of Resideo TecTT hnologies, Inc. Form of Restricted Stock Unit Agreement. ‡ (incorporated by reference to Exhibit 4.11 to Resideo’s Form S-8 filed on December 6, 2018, , p File No. 333-228687)) p y y ‡ ( g g , , Resideo TecTT hnologies UK Sharebuilder Plan. ‡ (incorporated by reference to Exhibit 4.12 to Resideo’s Form p ) S-8 filff ed on December 6, 2018, File No. 333-228687) ‡ ( g y , , Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates Form of Stock Option AwaAA rd Agreement. ‡ (incorporr p ) on March 18, 2019, File No. 001-38635) , ce to Exhibit 10.20 to Resideo’s Form 10-K filed y rated by referen ‡ ( g p g ff ff , , Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates Form of rated by reference Restricted Stock Unit Agreement. ‡ (incorporr y p ) filed on March 18, 2019, File No. 001-38635) to Exhibit 10.21 to Resideo’s Form 10-K g , ‡ ( g ff , , Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates Form of p Performance Stock Unit Agreement. ‡ (incorpor rr ated by reference to Exhibit 10.22 to Resideo’s Form 10-K ) , filed on March 18, 2019, File No. 001-38635) ‡ ( g y g , , Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates Form of Performance Unit Agreement. ‡ (incorporated by reference to Exhibit 10.23 to Resideo’s Form 10-K fileff ) March 18, 2019, File No. 001-38635) ‡ ( y g p g , , , d on 85 10.18 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29 10.30 10.31 RESIDEO TECHNOLOGIES, INC. Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates Form of g p y Restricted Stock Unit Agreement amended as of July 28, 2022. ‡ (incorporated by reference to Exhibit 10.1 ) to Resideo’s Form 10-Q filff ed on November 1, 2022, File No. 001-38635) , g Q ‡ ( y , , , Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates Form of , p Performance Stock Unit Agreement amended as of July 28, 2022. ‡ (incorpor rated by reference to Exhibit ) 10.2 to Resideo’s Form 10-Q fileff d on November 1, 2022, File No. 001-38635) g Q ‡ ( g y y , , , Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates Form of p Omnibus Amendment to Performance Stock Unit Agreements (for outstanding PSU awards). ‡ (incorpor g ) d on November 1, 2022, File No. 001-38635) , Q by reference to Exhibit 10.3 to Resideo’s Form 10-Q fileff ) ‡ ( g g y ( , , rated p Resideo Supplemental Pension Plan ‡ (incorporated by reference to Exhibit 10.24 to Resideo’s Form 10-K y ) filed on March 18, 2019, File No. 001-38635) ‡ ( pp , , Resideo TecTT hnologies, Inc. Bonus Plan, amended as of April 28, 2022. ‡ (incorpor p Exhibit 10.1 to Resideo’s Form 1 rated by reference to p ) 0-Q fileff d on August 4, 2022, File No. 001-38635) ‡ ( Q g g y rr , , , , , Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates Form of Stock Option AwaAA rd Agreement (adopted 2020). ‡ (incorporated by reference to Exhibit 10.5 to Resideo’s ) Form 10-Q filed on May 7, 2020, File No. 001-38635) g y , ) ‡ ( ( , Q p g p y p , Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates Form of Restricted Stock Unit Agreement (adopted 2020). ‡ (incorporated by reference to Exhibit 10.6 to Resideo’s ) Form 10-Q filed on May 7, 2020, File No. 001-38635) g y , ) ‡ ( Q p y g p ( , , Amended andaa Restated 2018 Stock Incentive Plan of Resideo TecTT hnologies, Inc. and its Affiff liates Form of Performance Stock Unit Agreement (adopted 2020). ‡ (incorporated by reference to Exhibit 10.7 to ) ‡ ( Resideo’s Form 10-Q fileff g ) d on May 7, 2020, File No. 001-38635) ( y , g y Q p p , , p y Employment Agreement Letter with Jay Geldmacher dated May 18, 2020. ‡ (incorporated by reference to g , Exhibit 10.1 to Resideo’s Form 8 ) -K filed on May 19, 2020, File No. 001-38635) ‡ ( p y y y y rr , , Amendment to Employment Agreement Letter with Jay Geldmacher dated July 1, 2021. ‡ (incorporated nu reference to Exhibit 10.1 to Resideo’s Form 10-Q fileff y ‡ ( ) d August 5, 2021, File No. 001-38635) p y y , Q g g p , , ‡ ( r Letter of Anthony L. Trunz Offeff ) on May 29, 2020, File No. 001-38635) y y r , , o. ‡ (incorporated by reference to Exhibit 10.1 to Resideo’s Form 8-K filed y p Letter Agreement with Terms and Conditions of Emplm oyment with Phillip Theodore dated December 5, , ) 2023. ‡ (filff ed herewith) g ‡ ( p y p , g g Amendment and Restatement Agreement, dated as of Februarr Technologies, Inc., Resideo Holding Inc., Resideo Intermediate Holding Inc., Resideo Funding Inc., certain other subsidiaries of Resideo Technologies, Inc., the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to Exhibit 10.1 to Resideo’s Form 8- ) K filff ed February 17, 2021, File No. 001-38635) ry 12, 2021, by and among the Resideo y , , y g g g g , , g y p g y g y g p ( , , , , , , , , , , , y First Amendment dated as of March 28, 2022 to Amended and Restated Credit Agreement, dated as of February 12, 2021, among Resideo Funding Inc., Resideo TecTT hnologies Inc., Resideo Holding Inc., Resideo Intermediate Holding Inc., the other subsidiaries of Resideo TecTT hnologies, Inc., party thereto JPMorgan p Chase Bank N.A., as administrative agent, and the lending institutions party thereto (incorpor rr ) reference to Exhibit 10.1 to Resideo’s Form 8-K filed March 28, 2022, File No. 001-38635) g y ated by g p g , y ( , p g g g g g g y g , , , , , , , , , , , 86 RESIDEO TECHNOLOGIES, INC. 10.32 21.1 23.1 , y Second Amendment dated as of June 30, 2023 to Amended and Restated Credit Agreement dated as of February 12, 2021, among Resideo Funding Inc., Resideo TecTT hnologies Inc., Resideo Holding Inc., Resideo Intermediate Holding Inc., the other subsidiaries of Resideo TecTT hnologies, Inc., party thereto JPMorgan Chase Bank N.A., as administrative agent, and the lending institutions party thereto (incorpor p rr ) d August 4, 2023, File No. 001-38635) reference to Exhibit 10.2 to Resideo’s Form 10-Q fileff g y ated by g p , g g g , y ( , p Q y g g g g g g , , , , , , , , , ) List of subsidiaries of the registrant (filff ed herewith) g ( ( Consent of Deloitte & TouTT che LLP, iPP ndependent registered public accounting firff m ( p g p g rr , ) filed herewith) 24.1 ) Powers of Attorney ‡ (filed herewith) y ‡ ( 31.1 31.2 32.1 32.2 97 ( ) Certification of Principal Executive Officff er pursuant to Exchange Act RulRR es 13a-14(a) and 15d-14(a), as ) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) ( ), p g y p p p ( ( ) Certification of Principal Financa ) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) ial Officff er pursuant to Exchange Act RulRR es 13a-14(a) and 15d-14(a), as ( ( ), p g p y p p Certification of Principal Executive Officff er pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbar nes-Oxley Act of 2002 (fileff ) d herewith) p p y p p ( , Certification of Principal Financa Section 906 of the Sarbar nes-Oxley Act of 2002 (fileff ial Officff er pursuant to 18 U.S.C. Section 1350, as adopted pursuant to y ) d herewith) p p p p ( , ) Policy Concerning Recoupment of Incentive Based Compensation froff m Officff ers (filed herewith) g p p y ( 101.INS Inline XBRL Instance Document (filed herewith) 101.SCH Inline XBRL TaxTT onomy Extension Schema (filed herewith) 101.CAL Inline XBRL TaxTT onomy Extension Calculation Linkbase (filed herewith) 101.DEF Inline XBRL TaxTT onomy Extension Definition Linkbase (filed herewith) 101.LAB Inline XBRL TaxTT onomy Extension Labea l Linkbase (filed herewith) 101.PRE Inline XBRL TaxTT onomy Extension Presentation Linkbase (filed herewith) 104 Cover Page Interactive Data File (forff matted as Inline XBRL and contained in Exhibit 101) __ ___________________ __ ____ __ ____ ____ * Certain schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and similar attachments upon request by the U.S. Securities and Exchange Commission. ‡ Indicates management contratt cts or compensatory plans or a arrarr ngements. Item 16. Form 10-K Summary None. 87 RESIDEO TECHNOLOGIES, INC. Signatures 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 thereunto duldd y authorized. Resideo TecTT hnologies, Inc. Date: February 14, 2024 By: zo /s/ Anthony L. Trunr Anthony L. TruT nzo Executive VicVV e President and Chief Financial Officff er (on behalf of the Registrant and as the Registrant’s Principal Financial Offiff cer) Pursuant to the requiqq rements of the Securities Exchange Act of 1934, this annual report has been signed below by thet following persons on behalf of the Registrant and in the capacities and on the date indicated: Title President, Chief Executive Officff er and Director (Principal Executive Officff er) Vice President, Controller and Chief Accounting Officff er (Principal Accounting Officff er) Chairman of the Board Director Director Director Director Director Director Director Director Director /s/ Jeannine J. Lane (Jeannine J. Lane, Attorney-in-Fact) Name /s/ Jay Geldmacher Jay Geldmacher /s/ Tina Beskid Tina Beskid * Roger B. Fradin * Paul F. Deninger * Cynthia Hostetler * Brian G. KusKK hner * Jack R. Lazar * Nina L. Richardson * Andrew C. Teich * Sharon Wienbar * Kareem Yusuf * *By: February 14, 2024 Date Februar ry 14, 2024 Februarr ry 14, 2024 Februarr ry 14, 2024 Februarr ry 14, 2024 Februarr ry 14, 2024 Februarr ry 14, 2024 Februarr ry 14, 2024 Februarr ry 14, 2024 Februarr ry 14, 2024 Februarr ry 14, 2024 Februarr ry 14, 2024 Februarr ry 14, 2024 88 April 23, 2024 Dear Resideo Shareholders: I would like to invite you to attend the 2024 Annual Meeting of Shareholders of Resideo Technologies, Inc. (“Resideo” or the “Company”), which will be held via a live virtual meeting on Wednesday, June 5, 2024 at 1:00 p.m. Eastern Daylight Time. In 2023 we continued to make progress against our key initiatives to transform the business. Our actions included further reshaping our portfolio, reducing structural costs, forming new partnerships, and continuing to innovate with new product introductions. This resulted in near-term financial momentum which we expect will better position the company for long-term profitable growth. Executing against this strategy, we finished 2023 on a positive note both financially and operationally, delivering tangible progress on our key initiatives. Highlights include: • • • • • Delivered strong cash flow generation with free cash flow of $335 million for the year, 160% conversion of net income, and repurchased 2.6 million shares. Drove sequential quarterly improvements in Products and Solutions gross margin as the year progressed. Completed the sale of our non-strategic Genesis Wire business at an attractive valuation and the outsourcing of our casting facility in San Diego. Added strategic capabilities to both our Product and Solutions and ADI businesses through bolt-on acquisitions and expanded our reach through new partnership agreements. Expanded our product content with existing homebuilders and added over 20 new builder partners. Grew ADI e-commerce sales by 8% year-over-year and made significant investments to enhance our customers’ digital experience. Products and Solutions In 2023, Products and Solutions navigated market headwinds in the US. Consumers adjusted to higher interest rates resulting in an almost 20% reduction in existing home sales along with a meaningful slowdown in related repair and remodel activity. Despite these market challenges we had solid execution across the business with our First Alert and BRK brands, particularly in the home builder channel. We expanded the number of homebuilders we are working with and continued to increase our content per home. We made progress around new product introduction cadence, highlighted by our First Alert branded video doorbell and outdoor cameras for the professional security market. We introduced a new WiFi water leak and freeze detector and a WiFi water shutoff valve. These First Alert branded connected devices provide real-time water leak notifications and automatic water shutoff capabilities. We also introduced the HPCr, an indoor control unit for heat pumps. This is part of our component portfolio supporting the growing EMEA heat pump market. We continued to drive price realization across the portfolio while managing input costs throughout the year. Gross margin improved sequentially in each quarter within 2023 as we achieved reductions in raw material costs, manufacturing headcount, and freight costs, which offset the impact of reduced volumes. As unit volumes and factory utilization rates recover, we continue to believe Products and Solutions gross margins can further expand. Our business transformation within Products and Solutions continued in 2023, highlighted by the divestiture of Genesis Wire in mid-October for $86 million. We also optimized our structural costs by closing our casting facility in San Diego, CA and outsourcing those operations. We expanded and improved our relationships within the retail, insurance and automotive channels. We were recognized by Lowe’s as a 2023 divisional category winner for the building products category. This recognition is the result of significant work across our sales, customer experience, product management, marketing and supply chain teams. This recognition also underscores the value proposition of our products and brands and our deep commitment to partnering with our customer to educate consumers on fire safety. We also expanded our relationship with leading insurance providers, USAA and Nationwide. These relationships will help to enhance homeowner comfort and safety and reduce insurance claims and are an exciting channel for a number of our products. Lastly, we announced a partnership with Ford to explore the potential for vehicle-to-home energy management optimization. In November, we hosted our annual Connect event in Scottsdale. This event showcased our product innovation and offered networking opportunities for over 700 professional contractors and partners. This event highlighted the thought leadership position we have in the industry with dealers, integrators and installers across the HVAC, security, water, and smart home landscape. Our positioning with the professional contractor remains a unique asset, and much of the work the business has, and continues to undertake, is centered on positioning us to better leverage these relationships. ADI Global Distribution Our ADI business also navigated through a challenging environment. We grew in the access control and audio visual categories while demand slowed within residential security and video surveillance. Similar to our Products and Solutions business, we drove structural cost savings within ADI in 2023 while managing through the impact of lower volume and more competitive pricing in certain categories. An important initiative at ADI has been the continued growth in our digital capabilities. Building a leading digital experience is critical to customer engagement and we expect it to be margin accretive over time. In 2023, our e-commerce sales were up 8% year-over-year. Total touchless sales, which includes e-commerce, electronic data interchange, and email automation, now account for 38% of ADI’s total sales. This is a result of a significant investment in our product information management and data asset management systems and will help to enhance the usability of our web experience with a focus on speed, intuitive search, and accuracy of availability and delivery information. During the year, we continued to add capabilities in adjacent categories with a focus on audio visual and data com. We acquired BTX, building on our recent acquisitions in the audio visual market. Audio visual is a key focus for adjacent market expansion and was one of ADI’s better performing categories in 2023, growing 6% on an organic basis, and now accounts for 10% of ADI sales. ADI opened its new Super Center distribution center in Dallas in 2023. The site has over 400,000 square feet of distribution space and the capacity to house more than two million units of inventory. The site is equipped with advanced warehouse automation technologies and provides real-time and advanced inventory management. This investment is intended to optimize supply chain operations for ADI by enhancing customer service and providing capacity for long-term growth. 2024 PROXY STATEMENT Looking to 2024 and Beyond While headwinds remain in the macro environment, we are focused on delivering our financial targets and maintaining the momentum we generated exiting 2023. In Products and Solutions, we are focused on executing further portfolio and facility optimization as well as increasing the velocity of new product introductions. With our cost actions and transformation work, we believe we are well positioned to drive improved margin and profitability as market conditions begin to recover. In ADI we plan to continue expanding digital initiatives and build upon our adjacent markets and exclusive brand expansion opportunities. Our focus remains firmly on executing our key strategic initiatives, leveraging our channel strength, product breadth, relationship with the professional, and exposure to attractive long-term structural trends. We remain committed to delivering revenue growth and profit improvement along with continued strong free cash flow generation to drive long-term, sustainable shareholder value. Sincerely, Jay Geldmacher President and Chief Executive Officer 16100 N. 71st St., Suite 550, Scottsdale, AZ 85254 2024 PROXY STATEMENT Notice of 2024 Annual Meeting of Shareholders DATE Wednesday, June 5, 2024 TIME PLACE 1:00 p.m. Eastern Daylight Time Via the internet at www.virtualshareholdermeeting.com/ REZI2024 Our 2024 annual meeting will be a live virtual meeting. There will be no physical location for the annual meeting. You will be able to participate in the annual meeting, vote your shares electronically and submit your questions during the live virtual meeting by visiting www.virtualshareholdermeeting.com/REZI2024 and entering the 16-digit control number provided in your proxy materials. You may also submit questions in advance of the meeting by visiting www.proxyvote.com. For more information on accessing the virtual annual meeting, see Question 5 in the section entitled “Questions and Answers About the Annual Meeting and Voting” on page 85. Agenda: Election of Directors Advisory vote to approve executive compensation Ratification of the appointment of independent registered public accounting firm Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates Act on a shareholder proposal described in this Proxy Statement, if properly presented Transact such other business as may properly come before the meeting How to Vote: Your vote is important to us. Unless you vote live at the virtual annual meeting, the deadline for receiving your vote is 11:59 p.m. Eastern Daylight Time, on June 4, 2024. VIA INTERNET BY PHONE BY MAIL VIA VIRTUAL MEETING Visit www.proxyvote.com to vote your shares via the internet. You will need the 16-digit control number provided in your proxy materials when you access the web page. If your shares are held in the name of a bank, brokerage firm or similar organization, follow the telephone voting instructions, if any, provided on your voting instruction card. If your shares are registered in your name, call 1-800-690-6903. You will need the 16-digit control number provided in your proxy materials when you call. Complete and sign the proxy card or voting instruction form and return it in the enclosed postage pre-paid envelope. You may vote your shares live at the virtual annual meeting by visiting www.virtualshareholdermeeting.com/ REZI2024. You will need to enter the 16-digit control number provided in your proxy materials to vote your shares at the virtual annual meeting. This Notice of 2024 Annual Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on April 23, 2024. On behalf of Resideo’s Board of Directors, JEANNINE LANE EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders to be held on Wednesday, June 5, 2024: our Proxy Statement and 2023 Annual Report are available free of charge on our Investor Relations website at investor.resideo.com. 2024 PROXY STATEMENT [THIS PAGE INTENTIONALLY LEFT BLANK] Table of Contents Notice of 2024 Annual Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proxy Statement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 Annual Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . How to Cast Your Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . About Resideo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Voting Matters and Board Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Dashboard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate Governance Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation Preview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proposal 1: Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Majority Voting for Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Qualifications and Skills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Biographies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 1 2 2 3 3 4 4 6 6 6 7 9 Our Governance Framework . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Our Board and Culture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Corporate Governance Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Board Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Criteria for Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Compensation and Human Capital Management Committee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 The Board’s Role in Risk Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Enterprise Risk Management Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Nominating Board Candidates – Procedures and Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Board Meetings and Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Board and Committee Evaluations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Shareholder Engagement Regarding Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Non-Employee Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Director Deferred Compensation Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Director Compensation for 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Stock Ownership Guideline for Non-Employee Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Other Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 ESG at Resideo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Review, Approval and Ratification of Transactions with Related Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Stock Ownership of Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Stock Ownership of Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Proposal 2: Advisory Vote to Approve Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Our Executive Compensation Philosophy and Approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Elements of Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Compensation and Human Capital Management Committee Report Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Grants of Plan-Based Awards — Fiscal Year 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Outstanding Equity Awards at 2023 Fiscal Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Option Exercises and Stock Vested — Fiscal Year 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 2024 PROXY STATEMENT Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonqualified Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensatory Arrangements with NEOs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Potential Payments Upon Termination or Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pay Versus Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit Committee Pre-Approval Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit and Non-Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proposal 4: Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholder Approval and Board of Directors Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Key Features of the Restated Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basis for the Requested Share Reserve Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Description of the Restated Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Awards Under the Restated Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proposal 5: Shareholder Proposal Regarding Excessive Severance Pay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Questions and Answers About the Annual Meeting and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 59 59 61 64 66 70 71 71 73 73 74 74 74 74 75 76 79 80 81 85 Appendix A: Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 2024 PROXY STATEMENT Proxy Statement Summary Below are highlights of certain information in this Proxy Statement. As it is only a summary, it may not contain all of the information that is important to you. For more complete information, please refer to the complete Proxy Statement and Resideo’s 2023 Annual Report before you vote. References to “Resideo,” the “Company,” “we,” “us” or “our” refer to Resideo Technologies, Inc. 2024 Annual Meeting of Shareholders Date and Time: June 5, 2024, 1:00 p.m. EDT Place: Via the internet at www.virtualshareholdermeeting.com/REZI2024 Record Date: April 8, 2024 Voting: Admission: Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on To enter Resideo’s virtual annual meeting via www.virtualshareholdermeeting.com/REZI2024, you will need the 16-digit control number provided in your proxy materials How to Cast Your Vote Your vote is important! Please cast your vote and play a part in the future of Resideo. Shareholders of record on the Record Date can vote through any of the following ways: INTERNET PHONE MAIL VIRTUAL MEETING Visit www.proxyvote.com Call 1-800-690-6903 toll-free from the U.S. or Canada Return the signed proxy card Vote your shares live at the virtual annual meeting 2024 PROXY STATEMENT | 1 The deadline for voting via the internet or by telephone is 11:59 p.m. EDT on June 4, 2024. If you vote by mail, your proxy card must be received before the virtual annual meeting. Beneficial owners who own shares through a bank, brokerage firm or similar organization can vote by returning the voting instruction form, or by following the instructions for voting via the internet or by telephone, as provided by the bank, brokerage firm or similar organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares. If you are a shareholder of record or a beneficial owner, you may choose to vote at the virtual annual meeting. Even if you plan to attend our virtual annual meeting, please cast your vote as soon as possible. For more information on voting your shares, please see “Questions and Answers About the Annual Meeting and Voting” beginning on page 85. About Resideo Resideo is a leading global manufacturer and developer of technology-driven products and solutions that provide critical comfort, energy management, and safety and security solutions to over 150 million homes globally. We are also a leading wholesale distributor of low-voltage security, fire and life safety products for commercial and residential markets and serve a variety of adjacent product categories including audio visual, networking, wire and cable, and smart home solutions. We deliver value to our customers via two business segments, Products and Solutions and ADI Global Distribution. Our primary focus is on the professional channel where we are a trusted partner to approximately 100,000 professionals. Our global scale, breadth of product offerings, innovation heritage, and differentiated service and support has enabled our trusted relationship with professional installers and has been a key driver of our success. Voting Matters and Board Recommendations VOTING MATTERS BOARD RECOMMENDATIONS PAGE REFERENCE (FOR MORE DETAIL) Proposal 1. Proposal 2. Proposal 3. Proposal 4. Election of Directors FOR Each Nominee Advisory Vote to Approve Executive Compensation Ratification of the Appointment of Independent Registered Public Accounting Firm Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates FOR FOR FOR Proposal 5. Shareholder Proposal Regarding Excessive Severance Pay AGAINST 6 42 71 74 79 2 | 2024 PROXY STATEMENT Director Dashboard Director Independence Board Diversity (Gender, Race/Ethnicity) Tenure Age 1 90% 9 Independent Not Independent 40% 6 3 1 Gender diverse Racially/ ethnically diverse Not diverse 1 Avg. 5.2 6 2 1 3 years 4 years 5 years 6 years (Spin-Off) 1 2 Avg. 63 7 50’s 60’s 70’s Our Board of Directors Name Roger Fradin (Chairman) Jay Geldmacher (President & CEO) Paul Deninger Cynthia Hostetler Brian Kushner Jack Lazar Nina Richardson Andrew Teich Sharon Wienbar Kareem Yusuf Age Independent 70 Yes Board Committee Memberships Finance Innovation and Technology Other Public Company Board Service Janus International Group L3Harris Technologies, Inc. Vertiv Holdings Co None Seagate Technology Holdings plc 68 65 61 65 58 65 63 62 52 No Yes Yes Yes Yes Audit Finance (Chair) Innovation and Technology Finance Nominating and Governance Audit Finance Innovation and Technology Audit (Chair) Innovation and Technology Yes Compensation and Human Capital Yes Yes Yes Management Nominating and Governance (Chair) Compensation and Human Capital Management Innovation and Technology (Chair) Nominating and Governance Compensation and Human Capital Management (Chair) Nominating and Governance Compensation and Human Capital Management Innovation and Technology EverQuote TriLinc Global Impact Fund, LLC Invesco Funds Vulcan Materials Company Cumulus Media Inc. Astera Labs, Inc. Box, Inc. GLOBALFOUNDRIES Inc. thredUP Cohu, Inc. Silicon Laboratories, Inc. Sensata Technologies Holding PLC Envois Corporation Corporate Governance Highlights We are committed to strong corporate governance practices and policies, as described below, that support effective Board leadership and prudent management practices. Annual election of all directors Majority voting for directors in uncontested elections Independent Chairman of the Board Robust risk oversight by full Board and Committees Annual review of Committee charters and Corporate Governance Guidelines 2024 PROXY STATEMENT | 3 All Board committees consist solely of independent directors Finance Committee that reviews and oversees Resideo’s capital structure and opportunities for maximizing shareholder value Innovation and Technology Committee that oversees Resideo’s overall strategic direction and investment in technology initiatives Rigorous risk oversight of cybersecurity programs by the Audit and Innovation and Technology Committees Annual Board and Committee evaluations Proposed annual advisory vote to approve executive compensation Meaningful stock ownership guidelines for directors and executives Adoption of proxy access Limits on memberships on other boards Commitment to recruiting qualified, diverse director candidates Commitment to health, safety and environmental sustainability Oversight of human capital management, including diversity, equity and inclusion, by Compensation and Human Capital Management Committee Oversight of our code of business conduct and our role as a responsible corporate citizen, including our environmental, social and governance (“ESG”) programs, by the Nominating and Governance Committee Policies prohibiting short sales, hedging, margin accounts and pledging Shareholders holding at least 25% of the outstanding stock of the Company have the right to call a special meeting Executive Compensation Preview The Compensation Discussion and Analysis section of this Proxy Statement provides a focused discussion of our executive compensation philosophy and the pay programs applicable to our named executive officers. Our compensation program design directly links compensation to the performance of our business and rewards fiscal year results through our annual incentive plan and long-term performance with equity awards. Our Named Executive Officers Our leadership team during fiscal 2023 included the following Named Executive Officers (“NEOs”): NAME POSITION Jay Geldmacher Anthony L. Trunzo Robert Aarnes Jeannine Lane Dana Huth President and Chief Executive Officer Executive Vice President, Chief Financial Officer President, ADI Global Distribution Executive Vice President, General Counsel & Corporate Secretary Executive Vice President, Chief Revenue Officer Phillip Theodore(1) Former President, Products & Solutions (1) Effective December 5, 2023, the Board appointed Thomas Surran to succeed Mr. Theodore as President, Products & Solutions, and Mr. Theodore was appointed to a non-executive officer position of Senior Vice President, Executive Advisor. 4 | 2024 PROXY STATEMENT Forward-Looking Statements This Proxy Statement and the cover letter contain “forward-looking statements” regarding expectations about future business and financial results, which speak only as of the date of this Proxy Statement. Although we believe that the forward-looking statements contained in this Proxy Statement are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not those described under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2023. You are cautioned not to place undue reliance on these forward-looking statements, which 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 presentation, and we caution investors not to place undue reliance on any such forward-looking statements. limited to, The information on our website and the materials available through it are not incorporated by reference into this Proxy Statement. 2024 PROXY STATEMENT | 5 Proposal 1: Election of Directors Our Board currently consists of ten directors, and the Board has set the size of the Board as of this year’s Annual Meeting at ten. All directors will stand for election each year for annual terms. Our Board has nominated the director nominees for re-election to the Board. We do not know of any reason why any nominee would be unable to serve as a director. If any nominee should become unavailable to serve prior to the Annual Meeting, the shares represented by proxy will be voted for the election of such other person as may be designated by the Board. The Board may also determine to leave the vacancy temporarily unfilled or reduce the authorized number of directors in accordance with the By-Laws. Resideo’s By-Laws provide that in any uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), any nominee who receives a greater number of votes cast “FOR” his or her election than votes cast “AGAINST” his or her election will be elected to the Board. Majority Voting for Directors Resideo’s By-Laws provide a majority voting standard for election of directors in uncontested elections. Each director will be elected by the affirmative vote of a majority of the votes cast, meaning that the number of votes cast “FOR” a director nominee exceeds 50% of the number of votes cast with respect to that director’s election. No incumbent director nominee shall qualify for service as a director unless he or she agrees to submit upon re-nomination to the Board an irrevocable resignation effective upon such director nominee’s failure to receive a majority of the votes cast in an uncontested election. The Nominating and Governance Committee (excluding the nominee, if applicable) will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board, excluding the nominee, will act on the resignation and publicly disclose its decision in accordance with the By-Laws. An election of directors is considered to be contested if there are more nominees for election than positions on the Board to be filled by election at the meeting of shareholders. In a contested election, the required vote would be a plurality of votes cast. Director Nominees The Board has affirmatively determined that each of the nominees qualifies for election under the Company’s criteria for evaluation of directors. See “Nominating Board Candidates – Procedures and Qualifications” on page 27 for more information on qualifications for director nominees. The Nominating and Governance Committee is responsible for nominating a slate of director nominees who collectively have the complementary experience, qualifications, skills and attributes to guide the Company and function effectively as a Board. The Nominating and Governance Committee believes that each of the nominees has key personal attributes that are important to an effective board, including integrity, relevant industry or professional experience, contribution to the composition, diversity and culture of the Board, the ability and willingness to constructively challenge management and the ability and commitment to devote sufficient time to Board duties. Set forth below is biographical information provided by the director nominees and their specific experience, qualifications and skills that have led the Board and the Nominating and Governance Committee to conclude that they should continue to serve as directors of the Board has determined that each non-employee director nominee qualifies as an Resideo. independent director under NYSE corporate governance listing standards and the Company’s director independence standards as further described under “Director Independence” on page 22. In addition, 6 | 2024 PROXY STATEMENT Director Qualifications and Skills Our directors have a broad range of experience that spans different industries and encompasses the relevant business and technology sectors. Directors bring a variety of qualifications, skills and viewpoints to our Board that both strengthen their ability to carry out their oversight responsibilities on behalf of our shareholders and bring richness to Board deliberations. As described above and in the director biographies, our directors have key experiences, qualifications and skills that are relevant and important in light of our business, structure and growth strategy and include the following: DIRECTOR QUALIFICATIONS AND SKILLS CRITERIA Senior Leadership Experience Experience serving as CEO or a senior executive that provides a practical understanding of how complex organizations function and the ability to support our commercial strategy, growth and performance Consumer Products Experience with the retail consumer industry, e-commerce, customer service and consumer dynamics that aligns with our business strategies and opportunities Manufacturing and Supply Chain Experience with the operations of manufacturing facilities and supply chains that provides critical perspectives in understanding and evaluating operational planning, management and risk mitigation of our business Technology Experience developing and adopting new technologies as well as leading innovation initiatives that supports the execution of our vision in the comfort, energy management, safety and security solutions markets Global Relations International business strategy, operations and substantive expertise in international matters relevant to our global business Finance Experience with finance and financial reporting processes, including monitoring and assessing a company’s operating performance to ensure accurate financial reporting and robust controls Public Company Board Service Service on the boards and board committees of public companies that provides an understanding of corporate governance practices and risk management oversight as well as insights into board management and relations between the board, the CEO and senior management that will support our commitment to maintain a strong governance framework as an independent public company Marketing Expertise in brand development, marketing and sales in local markets on a global scale relevant to our global business Operations Experience managing the operations of a business and possessing a deep understanding of the end-markets we serve Strategy Practical understanding of the development and implementation of strategic priorities and the risks and opportunities that can impact the Company’s operations and strategies which will serve to drive our long-term growth Mergers & Acquisitions Experience in business development and mergers and acquisitions to support our initiatives to identify and execute on acquisitions and investments 2024 PROXY STATEMENT | 7 The table below is a summary of the range of qualifications and skills that each director brings to the Board. The table does not include all of the qualifications that each director offers, and the fact that a particular experience, skill, or qualification is not checked for a specific director does not mean that the director does not possess it. I I I S N O T S U Q C A & S R E G R E M I I E C N E R E P X E P H S R E D A E L R O N E S I I E C V R E S D R A O B Y N A P M O C C I L B U P S T C U D O R P R E M U S N O C I G N R U T C A F U N A M Y G O L O N H C E T I S N O T A L E R L A B O L G E C N A N F I I G N T E K R A M I S N O T A R E P O Y G E T A R T S NAME Roger Fradin (Chairman) Jay Geldmacher (President & CEO) Paul Deninger Cynthia Hostetler Brian Kushner Jack Lazar Nina Richardson Andrew Teich Sharon Wienbar Kareem Yusuf 8 | 2024 PROXY STATEMENT Director Biographies The Board of Directors unanimously recommends a vote “FOR” each of the following director nominees. Nominees for Election Included in each biography are the key qualifications that led to the conclusion that such directors should serve on our Board. Roger Fradin, 70 Chairman of the Board Director since 2018 Committee Memberships: • Finance • Innovation and Technology Other Public Company Directorships: • Janus International Group • L3Harris Technologies, Inc. (formerly Harris Corporation) • Vertiv Holdings Co (formerly GS Acquisition Holdings) Former: • Juniper II Corp. (2021-2022) • Goldman Sachs Acquisition Holdings (2018-2020) • MSC Industrial Direct (1998-2019) • Pitney Bowes (2012-2019) Mr. Fradin has over 30 years of executive leadership experience, providing expertise in management, strategy and mergers and acquisitions. Mr. Fradin also founded the Company’s ADI Global Distribution business – and launched its growth as a leading wholesale distributor of security and low-voltage products. Accordingly, in his role as non-executive Chairman of the Board, Mr. Fradin brings deep institutional knowledge, industry expertise and experience overseeing acquisitions. Key Experience and Qualifications • Executive management experience • President and CEO of Honeywell’s Automation and Control Solutions business from 2004 to 2014, where he transformed the business segment from a $7 billion business focused on U.S. markets to a $17 billion global leader that develops and manufactures environmental controls, life safety products, and building and process solutions for residential, commercial and industrial facilities • Experienced board leader • Served as vice chairman of Honeywell from 2014 to 2017, during which he was responsible for advancing the company’s mergers and acquisitions strategy and expanding its presence in high- growth regions and improving internal operations • Serves as Chairman of the Board of Janus International Group • Serves as chairman of the finance committee and as a member of the innovation and technology committee of L3Harris Technologies • Serves as chairman of the compensation committee and as a member of the nominating and corporate governance committee of Vertiv Holdings • Served as chairman of Victory Innovation, a Carlyle company Business Experience • Advisor, Seal Rock Partners, a private equity firm (2014 to present) • Operating Executive, The Carlyle Group, a private equity firm (2017 to 2020); Consultant (2020 to present) • Vice chairman, Honeywell (2014 to 2017); independent contractor, Honeywell (2018) • President and chief executive officer, Honeywell’s Automation and Control Solutions business (2004 to 2014) • President and chief executive officer, Security and Fire Solutions segment of Honeywell’s Automation and Control Solutions business (2000 to 2004) • President and CEO, Pittway Security and Fire Solutions, a manufacturer and distributor of professional fire and burglar alarms and other security systems (1976 to 2000), through its acquisition by Honeywell in 2000 Certain Other Professional Experience and Community Involvement • Serves as an advisor to the board of MSC Industrial Direct and as a board member of Sciens, a Carlyle Group company • Authored books and articles on management and strategy issues Education • B.S. degree from The Wharton School at the University of Pennsylvania • M.B.A. degree from The Wharton School at the University of Pennsylvania 2024 PROXY STATEMENT | 9 Mr. Geldmacher has more than 30 years of experience in technology and In his various leadership roles, he has used his manufacturing industries. background in operations to strategically allocate capital to gain market share and grow profits in competitive technology markets. Mr. Geldmacher brings to the Board expertise in the fields of operations, technology and international growth and public company board experience. Key Experience and Qualifications • Executive leadership experience • Serves as the President and CEO of the Company, since May 2020, where he leads an organization that provides critical comfort, thermal low- solutions, and security solutions and global wholesale distribution of voltage life safety, security, fire, audio visual, networking, wire and cable and smart home solutions for commercial and residential markets residential • Has served in president and chief executive officer roles at several companies, developing a breadth of executive leadership experience • Experience in the technology industry • Held executive leadership positions with various technology companies since 1998 Business Experience • President and CEO, Resideo (2020 to present) • President and CEO, Electro Rent, a leader in testing and technology solutions Jay Geldmacher, 68 President, Chief Executive Officer and Director Director since 2020 Committee Memberships: • None Other Public Company Directorships: • Seagate Technology Holdings plc Former: • Verra Mobility Corporation (2019 to 2020) (2018-2020) • President and CEO, Artesyn Embedded Technologies, a spin-off of Emerson • Owens-Illinois, Inc. (2008-2015) Network Power’s Embedded Computing & Power business (2013 to 2019) • Executive Vice President, Emerson Electric Company and President, Emerson Network Power’s Embedded Computing & Power Group, a company that designed, manufactured, and distributed embedded computing and power products, systems and solutions (2007 to 2013) • President, Astec Power Solutions, an Emerson subsidiary (1998 to 2006) • Held executive leadership positions at Emerson Electric, since 1996, and previously served in various management capacities of Knowles Electronics Certain Other Professional Experience and Community Involvement • Has served on the board of directors of Seagate Technologies since 2012 • Served on the boards of directors of Verra Mobility and Owens-Illinois • Served on the advisory boards of Vertiv Holdings and the Eller Business School at the University of Arizona Business School Education • B.S. degree in marketing from the University of Arizona • Executive M.B.A. degree from the University of Chicago 10 | 2024 PROXY STATEMENT Paul Deninger, 65 Independent Director Director since 2018 Committee Memberships: • Audit • Finance (Chair) • Innovation and Technology Other Public Company Directorships: • EverQuote Former: • Epiphany Technology Acquisition Corp. (2020-2023) • Iron Mountain Inc. (2010-2021) Mr. Deninger has over 35 years of experience in the technology industry. As an advisor to CEOs and a former investment banker, he has guided hundreds of companies to effectively allocate capital and other resources and to strategically create shareholder value through the use of technology and has participated in over 150 technology M&A and financing transactions. Mr. Deninger brings to the Board extensive experience on both public and private company boards, capital markets experience and a deep understanding of sustainable manufacturing. Key Experience and Qualifications • Experience working with companies engaged in sustainable residential energy practices • Works with companies to apply new material science to, among other things, sustainable manufacturing and other positive environmental impact products and processes • Managed cleantech banking practice at Jefferies • Serves as a director of a geothermal helping build zero energy capable homes infrastructure company focused on Business Experience • Operating Partner, Material Impact, an early-stage venture firm that makes deep- tech investments in material science to support more sustainable manufacturing processes and products (2021 to present) • Senior Managing Director, Davis Partners Group, an advisory firm (2020 to 2022) • Senior Advisor, Evercore Inc., an investment banking firm (2015 to 2020) • Senior Managing Director, Evercore (2011 to 2015) • Chairman and CEO, Broadview International LLC, a mergers and acquisitions advisory firm focused on the technology industry that was sold to Jefferies in 2003 (1998 to 2003) Certain Other Professional Experience and Community Involvement • Chairman of the board of directors of privately held Generation Phoenix, Ltd. (since 2023) • Vice chairman of the board of directors of Epiphany Technology Acquisition Corp. (2020 to 2023) • Vice chairman of Jefferies Group LLC, a global investment bank and institutional securities firm (2003 to 2010) • Serves on the boards of directors of privately held VANTIQ and EcoSmart Solutions • Serves on the board of advisors of Absolute Software, Tomorrow.io (formerly ClimaCell) and SoftServe and on the Presidential Advisory Council of the Berklee College of Music Education • B.S. degree from Boston College • M.B.A. degree from Harvard Business School 2024 PROXY STATEMENT | 11 Ms. Hostetler has over 25 years of leadership experience managing large investment funds (with significant ESG investments), guiding institutional investors and allocating capital resources for businesses. As a public company director, she has experience overseeing governance and regulatory compliance. Ms. Hostetler brings to the board expertise in ESG standards and experience in investment management. Key Experience and Qualifications • Expertise in institutional investor issues • Serves as a full-time non-executive board member for companies ranging from start-ups to members of the S&P 500 • Serves on the boards of directors of several mutual funds • ESG experience • Led a private equity fund focused on sustainable economic development and impact, including the creation of an ESG program with metrics and tools used for measuring, disclosing and reporting the fund’s ESG outcomes Business Experience • Head of Investment Funds and Private Equity, Overseas Private Investment Corporation (now the U.S. International Development Finance Corporation), a development finance institution and agency of the U.S. government, a role she held as a presidential appointee (2001 to 2009) • President, First Manhattan Bancorporation, a regional Midwestern bank holding company (1991 to 2006) • Corporate lawyer, Simpson Thacher & Bartlett in New York Certain Other Professional Experience and Community Involvement • Serves on the board of governors of Investment Company Institute and on the board of the Independent Directors Council • Served as a trustee and investment committee chair of Aberdeen International Funds and on the boards of directors of Artio Global Funds, First Manhattan Bancorporation Edgen Group Inc. and Genesee & Wyoming, Inc. Education • B.A. degree from Southern Methodist University • J.D. degree from the University of Virginia School of Law Cynthia Hostetler, 61 Independent Director Director since 2020 Committee Memberships: • Finance • Nominating and Governance Other Public Company Directorships: • TriLinc Global Impact Fund, LLC • Vulcan Materials Company • Invesco Funds (trustee of registered investment company) Former: • Textainer Group Holdings Limited (2021-2024) • Genesee & Wyoming, Inc. (2018-2019) • Edgen Group Inc. (2013-2014) 12 | 2024 PROXY STATEMENT Brian Kushner, 65 Independent Director Director since 2019 Committee Memberships: • Audit • Finance • Innovation and Technology Other Public Company Directorships: • Cumulus Media Inc. Former: • Mudrick Capital Acquisition Corporation II (2020-2022) • Thryv, Inc. (2016-2020) • Mudrick Capital Acquisition Corporation (2018-2020) • Luxfer Holdings PLC (2016-2018) • EveryWare Global, Inc. (2015-2016) Dr. Kushner has more than 40 years of experience leading telecommunications, media, manufacturing, consumer products, technology and defense companies, having served in leadership roles at more than 35 public and private companies. He brings to the Board expertise in corporate performance, including in the areas of corporate strategy, M&A, revenue enhancement, customer service and support, cost reduction, new product introduction, supply chain management and complex financial restructuring. Key Experience and Qualifications • Advisory leadership experience • Co-leads the aerospace and defense practice and the activism and M&A solutions practice at FTI. Former leader of the private capital advisory services practice at FTI’s Private Equity practice, which he started in 2017 and grew to just under 10% of FTI’s revenues by June 2023. At FTI, he has led or supported over 100 engagements across the spectrum of corporate performance enhancement • M&A experience • Worked on the acquisition or disposition of more than 25 public and private companies while serving as a director, CEO or chief restructuring officer Business Experience • Senior Managing Director, FTI Consulting, Inc., a global business advisory firm (2009 to present) • Co-founder, CXO, L.L.C., a boutique interim and turnaround management consulting firm that was acquired by FTI in 2008 (2001 to 2008) • Periodically has served as the CEO, interim CEO or chief restructuring officer of a variety of companies, that elected to utilize bankruptcy proceedings as part of their financial restructuring process and, as such, served as an executive officer of various companies that filed bankruptcy petitions under federal law, including, most recently, Relativity Media LLC and its affiliates in 2015 including several Certain Other Professional Experience and Community Involvement • Previously served on the boards of directors of companies, including Thryv, Inc., Mudrick Capital Acquisition II, Zodiac Systems; Damovo PLC, Mudrick Capital Acquisition, Luxfer Holdings PLC, EveryWare Global (now The Oneida Group), DLN Holdings LLC, Sage Telecom, Inc., Pacific Crossing and Headway Solutions • Serves as a member of the Advisory Council of the College of Natural Sciences at the University of Texas at Austin and an Emeritus member of the Cornell University Engineering College Council Education • B.S. degree in Applied and Engineering Physics from Cornell University • M.S. degree in Applied Physics and minor in Electrical Engineering from Cornell University • Ph.D. in Applied Physics from Cornell University 2024 PROXY STATEMENT | 13 Mr. Lazar has more than 30 years of experience in finance and operational roles at companies in Silicon Valley that span multiple industries with a heavy focus on enterprise and consumer technology. He brings to the Board expertise in financial and operations matters as a public company officer in addition to his service on public and private company boards, and as chair of multiple audit and other committees. Key Experience and Qualifications • Demonstrated ability to raise capital • Completed and raised $1.4 billion in the 2014 GoPro IPO and subsequently completed multiple acquisitions • Completed the Atheros IPO in 2004 and closed the sale of Atheros to Qualcomm in 2013 • Served on the Board of multiple companies which raised over $3 billion combined in their IPOs including TubeMogul, Quantenna Communications, Casper Sleep, thredUP and GLOBALFOUNDRIES • Executive leadership experience • Served as a public company executive at multiple companies, including in CFO and corporate development roles, since 1992 • Independent auditor Business Experience • Chief Financial Officer, GoPro, Inc., a leader in mobile capture devices, software, and entertainment solutions (2014 to 2016) • Independent business consultant (2013 to 2014) • Senior Vice President, Corporate Development and General Manager, Inc., a developer of communications semiconductor Qualcomm Atheros, solutions (2011 to 2013) • Senior Vice President of Corporate Development and Chief Financial Officer roles), Atheros Communications, a provider of (and a variety of other technologies for wireless and wired communications (2004 to 2011) Jack Lazar, 58 Independent Director Director since 2018 Committee Memberships: • Audit (Chair) • Innovation and Technology Other Public Company Directorships: • Astera Labs, Inc.* • Box, Inc. • GLOBALFOUNDRIES Inc. • thredUP Former: • Silicon Laboratories Inc. (2013-2022) • Casper Sleep, Inc. (2019-2022) • Mellanox Technologies, Ltd (2018-2020) • Quantenna Communications Certain Other Professional Experience and Community Involvement (2016-2019) • TubeMogul, Inc. (2013-2016) • Serves on the board of directors of the Northern Californian Chapter of the National Association of Corporate Directors, and on the finance and accounting advisory boards of the Santa Clara University • Served on the board, including as chair, for multiple late-stage private companies • Certified public accountant (inactive) • Presented TEDx talk titled, “Why Silicon Valley’s Greatest Innovation is Not Technology” Education • B.S. degree in commerce with an emphasis in accounting from Santa Clara University * Mr. Lazar has been a member of the board of Astera Labs, Inc., which recently completed its initial public offering. In light of this development and Resideo’s overboarding policy, our Board has reviewed Mr. Lazar’s time commitments and ability to effectively serve on our Board and have unanimously approved an exception allowing him to transition back into compliance with our guidelines within one year to facilitate a smooth transition for his board commitments. 14 | 2024 PROXY STATEMENT Ms. Richardson has over 35 years of executive experience in global electronics manufacturing and supply chain from her years at both OEMs and EMS providers. She also has experience leading engineering development and new product introduction organizations and, as an experienced director and NCG chair, she provides expertise with respect to sustainability and diversity programs. Key Experience and Qualifications • Global operational and leadership experience • COO at GoPro (2013 to 2015) in scaling leadership and processes and a key member of the executive team that took the company public. Responsible for engineering, operations, sales, customer support, quality, human resources and information technology instrumental • VP/GM of Flex Inc. Inc.), a global EMS provider, responsible for global electronics manufacturing operations with over 1,000 employees in multiple geographies (formerly Flextronics, • Executive positions in consumer electronics, technology, energy, lighting and manufacturing Nina Richardson, 65 Independent Director Director since 2018 Committee Memberships: • Compensation and Human Capital Management • Experience in the technology sector • Nominating and Governance • Serves as a director at two privately held technology and biotechnology (Chair) companies Other Public Company Directorships: • Cohu, Inc. • Silicon Laboratories, Inc. Former: • Eargo, Inc. (2020-2022) • Callidus Software, Inc. • (2017-2018) Acquired by SAP • Zayo Group Holdings, Inc. (2015-2018) • Silicon Graphics International Corp. (2016) Acquired by HPE • Completed NACD’s Cybersecurity Certification • In-depth knowledge of human capital operations and sustainability • Experience as a director leading governance and ESG oversight at public companies • Executive oversight of people operations and executive team leadership at GoPro • Completed the Diligent Climate Leadership Certification Business Experience • Chief Operating Officer, GoPro, Inc. (2013 to 2015) • Held executive positions of increasing responsibility at Flex, a global electronics and manufacturing service provider Certain Other Professional Experience and Community Involvement • Managing director of Three Rivers Energy, Inc., a company she co-founded, since 2004 • Independent consultant and service on several private technology company boards • Mentor and coach to women leaders and private company CEOs Education • B.S. degree in industrial engineering from Purdue University • Executive M.B.A. degree from Pepperdine University 2024 PROXY STATEMENT | 15 Mr. Teich has over 35 years of experience with product and technology innovation and executive management. He brings to the Board recognized expertise in the technology industry, with a focus on imaging, sensing, artificial intelligence, energy conservation, automation and MEMS technologies, and extensive corporate governance experience at both the executive and board levels. Key Experience and Qualifications • Board leadership experience • Served as the Lead Independent Director of the Board • Serves as the chairman of the board of Sensata Technologies • Proven ability to grow businesses • While at FLIR Systems, grew the market capitalization from approximately $60 million to more than $6 billion • M&A experience • Successfully acquired and integrated more than 25 domestic and international businesses Business Experience • Private technology consultant (2017 to present) • Chief Executive Officer and President, FLIR Systems, Inc., a multinational innovative imaging and sensing company focused on the development of technologies for military, industrial and commercial applications (2013 to 2017) • Various executive management roles, including President, Imaging Division and President, Commercial Vision Systems and Thermography Division, FLIR Systems, which he joined after FLIR Systems acquired Inframetrics (1999 to 2013) Andrew Teich, 63 Independent Director Director since 2018 Committee Memberships: • Compensation and Human Capital Management • Innovation and Technology (Chair) • Nominating and Governance Other Public Company Directorships: • Sensata Technologies Holding PLC Former: • Juniper II Corp. (2021-2023) • FLIR Systems, Inc. (2013-2017) • Vice President, Inframetrics Inc., a developer and manufacturer of Military and Industrial thermal imaging equipment (1984 to 1999) Certain Other Professional Experience and Community Involvement • Listed as an author on more than 50 U.S. and international patents • Known in the industry as one of the principal innovators of commercial and military thermal imaging and, while at FLIR Systems, successfully expanded into visible, infrared, and CBRNE (Chemical, Biological, Radiological, Nuclear, and Explosive) technologies/markets radar, sonar, near Education • B.S. degree in marketing from Arizona State University • Alumnus of the Harvard Business School Advanced Management Program 16 | 2024 PROXY STATEMENT Ms. Wienbar has over 30 years of experience leading corporate growth as an investor in and advisor to software start-up companies and as an operating executive, investor and corporate strategist. She brings to the Board leadership experience, technology investment experience and an understanding of innovation drivers. Key Experience and Qualifications • Investment experience • Led investments in software, internet and mobile companies Sharon Wienbar, 62 • Marketing and technology leaderships Independent Director Director since 2018 Committee Memberships: • Compensation and Human Capital Management (Chair) • Nominating and Governance Other Public Company Directorships: • Envois Corporation (formerly Colfax Corporation) Former: • Covetrus, Inc. (2020-2022) • Everyday Health (2007-2016) • Glu Mobile, Inc. (2004-2008) • Served as an executive at several software companies, including CEO of Hackbright • Launched her tech career at Adobe Systems, starting as Product Manager for Asian Products and later led marketing for many of Adobe’s applications Business Experience • Limited Partner, Operator Collective, a group of limited partners in the b2b technology arena (2019) • Strategic Advisor, Capella Education Company, an education services company that acquired Hackbright Academy (2016 to 2017) • Chief Executive Officer, Hackbright Academy, a technology training firm (2015 to 2016) • Partner, Scale Venture Partners (known as BA Venture Partners prior to 2007), a technology venture capital firm (2001 to 2015) • Led marketing teams and programs in roles of increasing responsibility at consumer and software companies (1991 to 2000) after beginning her career as a consultant at Bain & Co. (1984 to 1991) Certain Other Professional Experience and Community Involvement • Serves on the boards of directors of Planned Parenthood Direct, TrueAnthem, USRowing and USRowing Foundation • Served on Microsoft Inc.’s venture advisory committee and on the boards of directors of Applause and Actiance, Inc. • Prominent public speaker and published author on venture capital and the #changetheratio diversity effort Education • B.S. degree in engineering from Harvard University • M.S. degree in engineering from Harvard University • M.B.A. degree from Stanford University 2024 PROXY STATEMENT | 17 Dr. Yusuf has senior leadership experience from his more than 25 years working at IBM, including in the areas of offering management, software development, SaaS operations, mergers and acquisitions and field technical sales. Dr. Yusuf brings to the Board vast technical expertise through his work managing and growing market- leading brands and applications. Key Experience and Qualifications • Senior leadership experience • Joined IBM in 1998 and has held positions of increasing responsibility in technical sales and support, product management, mergers and acquisitions, strategy and software development • Experience in the technology sector • Manages IBM’s Software product portfolio with a focus on enabling clients to leverage AI and intelligent insights to transform their business operations • Experience with leading sustainability efforts • Leads IBM’s sustainability initiative, focusing on harnessing the power of data resilient and to help IBM and its clients create more efficient, and AI sustainable business operations Kareem Yusuf, 52 Independent Director Director since 2021 Committee Memberships: • Compensation and Human Capital Management • Innovation and Technology • Responsible for IBM’s Corporate Environment Affairs team, which is Other Public Company Directorships: • None responsible for IBM’s global sustainability performance Business Experience • Senior Vice President, Product Management and Growth, IBM Software International Business Machines Corporation (“IBM”), a business unit of multinational technology company (since 2023) • General Manager, IBM Sustainability Software business unit of IBM (2020 to 2023) • General Manager, Watson IoT business unit of IBM (2018 to 2020) • Chief Product Officer and Chief Technology Officer, Watson Customer Engagement business unit of IBM (2016 to 2018) Certain Other Professional Experience and Community Involvement • TED speaker • Author of “Enterprise Messaging Using JMS and IBM WebSphere” Education • B.S. degree in civil engineering from the University of Berlin • M.S. degree in structural engineering from the University of Manchester • Ph.D. in civil engineering from the University of Leeds Agreement to Appoint Two New Directors Following Annual Meeting On April 14, 2024, we entered into a definitive agreement pursuant to which we agreed to acquire Snap One Holdings Corp., a leading provider of smart-living products, services, and software to professional integrators. We also entered into an investment agreement (the “Investment Agreement”) with CD&R Channel Holdings, L.P. (the “CD&R Stockholder” and, together with its affiliated funds, the “CD&R Investors”) and Clayton, Dubilier & Rice Fund XII, L.P. (for the limited purposes set forth in the Investment Agreement) providing for the purchase by the CD&R Stockholder upon and subject to the closing of the acquisition of Snap One Holdings Corp., of shares of Series A cumulative convertible participating preferred stock of Resideo. The Investment Agreement and/or related documentation provides that, upon closing of the investment, the CD&R Investors (i) may designate two directors on our Board, for so long as the CD&R Investors beneficially own “purchased shares” equal to at least 10% of our outstanding common stock, determined on an as-converted basis and calculated in accordance with the Investment Agreement, and (ii) may designate one director on our Board, for so long as the CD&R Investors beneficially own “purchased shares” equal to at least 5% but less than 10% of our outstanding common stock, determined on an as-converted basis and calculated in accordance with the Investment Agreement. It is expected that Nathan Sleeper, the Chief Executive Officer of CD&R, will serve as one of the two directors designated by CD&R and the second director is yet to be identified. The investment and acquisition are expected to close in the second half of 2024. 18 | 2024 PROXY STATEMENT Our Governance Framework Our corporate governance framework is a set of principles, guidelines and practices that support strong performance and long-term value creation for our shareholders. Our commitment to good corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership by our senior management team and oversight by our Board. Our Board is committed to maintaining the highest standards of corporate governance. Our Board is guided by our Corporate Governance Guidelines, which address director responsibilities, director skills and characteristics, memberships on other boards, director access to management and other employees, director orientation and continuing education, director tenure and the annual performance evaluations of the Board and Committees. Because corporate governance practices evolve over time, our Board will review and approve our Corporate Governance Guidelines, Committee charters and other governance policies at least once a year and update them as necessary and appropriate. Our Board and Culture Our Board is deeply engaged, provides informed and meaningful guidance and feedback, and maintains an open dialogue with management based on a clear understanding of our strategic plans. At each Board meeting, we review components of our long-term strategy with our directors and engage in constructive dialogue which our leadership team embraces. Our directors have access to our officers and employees to address questions, comments or concerns. Additionally, the Board and Committees have the power to hire independent legal, financial or other advisors without approval from, or consultation with, Resideo management. Our Board also takes an active role in ensuring we embrace “best practices” in corporate governance. The partnership and oversight of a strong and multi-faceted Board with diverse perspectives rooted in deep experience in global business, finance, technology and strategy are essential to creating long-term shareholder value. Corporate Governance Overview Presented below are some highlights of our corporate governance program. You can find details about these and other corporate governance policies and practices within this Proxy Statement. KEY GOVERNANCE PRACTICES CORPORATE GOVERNANCE GUIDELINES INDEPENDENT BOARD BOARD COMPOSITION • Our Corporate Governance Guidelines have been designed to assist the Board in the exercise of its duties and responsibilities to our Company. They reflect the Board’s commitment the Board and management levels with a view toward achieving our strategic objectives. the effectiveness of decision-making at to monitor • The guidelines are reviewed annually and subject to modification by the Board at any time. • Nine of our 10 directors are independent as defined by the listing standards of the NYSE. • Currently, the Board has fixed the number of directors at 10. • The Board will regularly assess its performance and can adjust the number of directors according to the needs of the Board and the Company. • As shown under “Director Qualifications and Skills” beginning on page 7 and in the biographies of the directors beginning on page 9, our Board has a diverse mix of skills, experience and backgrounds that support our growth and commercial strategy. 2024 PROXY STATEMENT | 19 KEY GOVERNANCE PRACTICES • The Board consists of five standing committees: • Audit, • Compensation and Human Capital Management, • Nominating and Governance, • Finance, and • Innovation and Technology. BOARD COMMITTEES • Each of our committees is currently composed entirely of independent directors. • Each Board committee has a written charter, and Board committee charters are reviewed and re-assessed annually. • Each committee charter is posted and available on our Investor Relations website at investor.resideo.com. • Under our Corporate Governance Guidelines, directors who serve as executive officers of public companies should not serve on more than two public company boards (including their own). • Other directors should not serve on more than four public company boards (including service on our Board) unless the Board determines that such simultaneous service does not impair the ability of such member to effectively serve as a Company Board member. • Directors are required to advise the Chair of the Nominating and Governance Committee in advance of accepting an invitation to serve on another public company board. MEMBERSHIPS ON OTHER BOARDS BOARD DIVERSITY • Three of our 10 Board members are women and one of our Board members is racially/ ethnically diverse. The Nominating and Governance Committee actively considers diversity when evaluating new candidates. ROBUST RISK OVERSIGHT • Our full Board is responsible for risk oversight and has designated committees to have particular oversight of certain key risks. Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. BOARD AND COMMITTEE SELF-EVALUATION • The Board conducts an annual self-evaluation led by the Nominating and Governance Committee to determine whether it and its committees are functioning effectively and to solicit feedback from directors as to whether the Board is continuing to evolve and be refreshed in a manner that serves the needs of the Company. MAJORITY VOTING OF DIRECTORS • Our By-Laws provide for majority voting in uncontested elections of directors. Any directors standing for election must agree to submit, upon election, an irrevocable resignation that would become effective upon that director’s failure to receive a majority vote in a future election if the Board accepts such resignation. INTEGRITY & COMPLIANCE PROGRAM • The Audit Committee regularly reviews the Company’s integrity and compliance program, and the Nominating and Governance Committee provides oversight of the Company’s policies related to its Code of Business Conduct. • The Company provides several mechanisms for employees and third parties to report concerns (including anonymously), enforces a strict non-retaliation policy, and ensures prompt, thorough and objective investigations. • All employees are required to complete integrity and compliance training, and the Company provides comprehensive training on additional key compliance topics, available in over 15 languages. • All employees and members of the Board are subject to the Code of Business Conduct. • Regional integrity and compliance councils meet quarterly to discuss key compliance topics and to provide feedback with regard to the integrity and compliance program. 20 | 2024 PROXY STATEMENT KEY GOVERNANCE PRACTICES OVERSIGHT OF ESG AND HUMAN CAPITAL MANAGEMENT • Our Nominating and Governance Committee oversees our role as a responsible corporate citizen, including key aspects of our ESG programs. • Our Compensation and Human Capital Management Committee oversees our human capital management, including diversity, equity and inclusion. Management regularly reports to the committee regarding diversity, equity and inclusion initiatives, our total rewards philosophy, and our plans, policies and programs related to hiring, development and retention. BOARD OVERSIGHT OF POLITICAL CONTRIBUTIONS • The Nominating and Governance Committee oversees our policies and practices relating to political contributions. Company policy prohibits direct contributions by Resideo to any political campaigns. SHAREHOLDER RIGHTS • Subject to certain terms and conditions, our By-Laws provide that shareholders who have maintained continuous qualifying ownership of at least 3% of our outstanding common stock for at least three years may use our annual meeting proxy statement to nominate a number of director candidates not to exceed the greater of two candidates or 20% of the number of directors then in office. • Shareholders holding at least 25% of the outstanding stock of the Company have the right to call a special meeting. • We do not have a poison pill, nor do we have supermajority voting provisions. SUCCESSION PLANNING • Our Board oversees and annually reviews leadership development and assessment initiatives, as well as short- and long-term succession plans for the CEO and other senior management. HEDGING AND PLEDGING PROHIBITIONS STOCK OWNERSHIP GUIDELINES CLAWBACK POLICY • Our directors, officers and employees are prohibited from engaging in short sales of Resideo securities and selling or purchasing puts or calls or otherwise trading in or writing options on Resideo securities and using certain financial instruments (including forward sale contracts, equity swaps, collars and exchange funds), holding securities in margin accounts or pledging Resideo securities as collateral, in each case, that are designed to hedge or offset any decrease in the market value of Resideo securities. • We have meaningful stock ownership guidelines: • CEO: 6x base salary • Other Executive Officers: 3x base salary • Non-employee directors: 5x annual cash retainer • Five-year period from appointment or election to meet the ownership requirement • We have a clawback policy requiring that, in the event the Company is required to prepare an accounting restatement, the Company will reasonably promptly recover any excess incentive-based compensation paid to our current and former executive officers based on any misstated financial reporting measure that was received during the three- year period preceding the date the Company is required to prepare the restatement. Our Certificate of Incorporation, By-Laws, Committee Charters, Corporate Governance Guidelines and Code of Business Conduct are available on our Investor Relations website at investor.resideo.com. Paper copies of these documents can be obtained by writing to Resideo Technologies, Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary. Board Leadership Structure The Company’s current Board leadership structure separates the roles of an independent Chairman and CEO. The Board believes the current structure of separating the roles of Chairman and CEO allows for alignment of corporate governance with the interests of shareholders. The Board believes that this structure allows our CEO to focus on operating and managing the Company and leverages our Chairman’s experience in guidance and oversight. While the Board believes that this structure currently is in the best interests of Resideo and its 2024 PROXY STATEMENT | 21 shareholders, it does not have a policy with respect to separating the roles of Chairman and CEO; however, at any time when the Chairman is not independent, our Corporate Governance Guidelines require that a Lead Independent Director be elected by the independent directors, with such Lead Independent Director having the duties and responsibilities set forth in those guidelines. Director Independence Providing objective, independent judgment is at the core of the Board’s oversight function. The Nominating and Governance Committee conducts an annual review of the independence of the directors and reports its findings to the full Board. The Board has affirmatively determined that all non-employee directors satisfy the independence criteria in the applicable NYSE listing standards and SEC rules (including the enhanced criteria with respect to members of the Audit Committee and the Compensation and Human Capital Management Committee). For a director to be considered independent, the Board must determine that the director does not have any material relationships with Resideo, either directly or as a partner, shareholder or officer of an organization that has a relationship with Resideo, other than as a director and shareholder. Material relationships can include vendor, supplier, consulting, legal, banking, accounting, charitable and family relationships, among others. Mr. Geldmacher, as an employee of Resideo, is the only director who does not satisfy the independence criteria described below. Criteria for Director Independence The Board considered all relevant facts and circumstances in making its determination that all of our directors are independent other than Mr. Geldmacher, including the following: • No such director or nominee receives any direct compensation from Resideo other than under the non-employee director compensation program described beginning on page 31. • No immediate family member (within the meaning of the NYSE listing standards) of any such director or nominee is an employee of Resideo or otherwise receives direct compensation from Resideo. • No such director or nominee is affiliated with Resideo or any of its subsidiaries or affiliates. • No such director or nominee is an employee of Resideo’s independent accountants, and no such director or nominee (or any of their respective immediate family members) is a current partner of Resideo’s independent accountants, or was within the last three years, a partner or employee of Resideo’s independent accountants who personally worked on Resideo’s audit. • No such director or nominee is a member, partner or principal of any law firm, accounting firm or investment banking firm that receives any consulting, advisory or other fees from Resideo. • No Resideo executive officer is on the compensation committee of the board of directors of a company that their respective immediate family employs any of our non-employee directors or nominees (or any of members) as an executive officer. • No such director or nominee (or any of their respective immediate family members) is indebted to Resideo, nor is Resideo indebted to any such director or nominee (or any of their respective immediate family members). • No such director or nominee serves as an executive officer of a charitable or other tax-exempt organization that received contributions from Resideo. • While a non-employee director’s or nominee’s service as an outside director of another company with which Resideo does business would generally not be expected to raise independence issues, the Board also considered those relationships and confirmed the absence of any material commercial relationships with any such company. Specifically, those commercial relationships were in the ordinary course of business for Resideo and the other companies involved and were on terms and conditions available to similarly situated customers and suppliers. The above information was derived from Resideo’s books and records and responses to questionnaires completed by the directors and officers in connection with the preparation of this Proxy Statement. 22 | 2024 PROXY STATEMENT Committees of the Board Our Board consists of five standing Committees: Audit, Compensation and Human Capital Management, Nominating and Governance, Finance and Innovation and Technology. The Board has adopted written charters for each Committee, which are available on our Investor Relations website at investor.resideo.com. All Board members are invited to attend the meetings of each Committee, except as restricted by independence standards. The following table sets forth the Board Committees and the current members of each of the Committees. Paul Deninger Roger Fradin Jay Geldmacher Cynthia Hostetler Brian Kushner Jack Lazar Nina Richardson Andrew Teich Sharon Wienbar Kareem Yusuf 2023 Meetings Compensation and Human Capital Management Nominating and Governance Independent Audit Member Innovation and Technology Finance Chair Member Member Member Member Chair Member Member Member Member Member Member Chair Member Chair Member Member Member Chair Member 6 6 6 5 4 2024 PROXY STATEMENT | 23 Each of our committees consists solely of directors who have been determined by the Board to be independent in accordance with SEC regulations, NYSE listing standards and the Company’s director independence standards (including the heightened independence standards and considerations for members of the Audit and Compensation and Human Capital Management Committees). COMMITTEE AUDIT COMMITTEE Jack Lazar, Chair Paul Deninger Brian Kushner RESPONSIBILITIES • Appoint and recommend to the shareholders for approval the firm to be engaged as the Company’s independent auditor and be directly responsible for the compensation, retention and oversight of the independent auditor, including the resolution of disagreements between management and the independent auditor regarding financial reporting; • Review the results of each external audit and other matters related to the conduct of the audit and advise the Board on whether it recommends that the audited financial statements be included in the annual report on Form 10-K; • Review with management and the independent auditors, prior to filing, the interim financial results to be included in quarterly reports on Form 10-Q; • Review and discuss with the independent auditors any identified critical audit matters; • Evaluate the independent auditor’s performance at least annually; • Approve all non-audit engagements with the independent auditor; • Review reports of the independent auditor and the chief internal auditor related to the adequacy of the Company’s internal accounting controls, disclosure processes and its procedures designed to ensure compliance with laws and regulations; • Consider and review, in consultation with the independent auditor and the chief internal auditor, the scope and plan for forthcoming external and internal audits; • Review annually the performance of the internal audit group; • Review annually the effectiveness of the integrity and compliance program; • Review management’s assessment of the effectiveness of the Company’s internal control over financial reporting; • Review, approve and establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters or other legal, ethical, reputational or regulatory concerns; • Produce the annual Report of the Audit Committee included in the proxy statement; and • Oversee major financial risks and enterprise exposures and risk assessment and risk management litigation and matters related to risks of the Company’s supply chain, policies, including material manufacturing processes and product quality. Each member of the Audit Committee is an independent director under applicable SEC rules and NYSE listing standards and is “financially literate” under NYSE listing standards. The Board has determined that Messrs. Lazar, Deninger and Kushner each qualify as an “audit committee financial expert” under applicable SEC rules. In addition to Resideo, Mr. Lazar serves on the audit committee of four other public reporting companies. The Board has determined that Mr. Lazar’s simultaneous service on these other boards does not impair his ability to serve effectively on the Company’s Audit Committee. COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE Sharon Wienbar, Chair Nina Richardson Andrew Teich Kareem Yusuf • Review and approve the corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance relative to these goals and objectives and determine and approve the CEO’s compensation level; • Review and approve the annual salary and other remuneration of the executive officers; • Periodically review the operation and structure of the Company’s compensation programs; • Review proposals for and determine total share usage under the Company’s equity compensation programs; • Oversee the Company’s plans, policies and programs related to hiring, development and retention of talent; • Review or take such action in connection with the bonus, stock, retirement and other benefit plans of the Company and its subsidiaries; • Establish and review annual stock ownership guidelines applicable to directors and senior management; • Advise the Board with respect to proposed changes in Board or committee compensation; • Review and discuss with management the Compensation Discussion and Analysis and other executive compensation disclosure included in the Proxy Statement; • Assist the Board in oversight of the Company’s policies and strategies relating to human capital management, including diversity, equity and inclusion; • Produce the annual Compensation and Human Capital Management Committee Report included in the proxy statement; and • Exercise sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement. See “Oversight of Independent Compensation Consultant” on page 25 regarding the Compensation and Human Capital Management Committee’s engagement of a compensation consultant. The Compensation and Human Capital Management Committee may form and delegate its authority to subcommittees and management, when appropriate, including delegation to the CEO to determine and approve annual incentive and long-term incentive awards for non-executive employees of the Company as prescribed by the Compensation and Human Capital Management Committee. For more information on the responsibilities and activities of the Compensation and Human Capital Management Committee, including its processes for determining executive compensation, see “Compensation Discussion and Analysis” beginning on page 43. 24 | 2024 PROXY STATEMENT COMMITTEE NOMINATING AND GOVERNANCE COMMITTEE Nina Richardson, Chair Cynthia Hostetler Andrew Teich Sharon Wienbar FINANCE COMMITTEE Paul Deninger, Chair Roger Fradin Cynthia Hostetler Brian Kushner INNOVATION AND TECHNOLOGY COMMITTEE Andrew Teich, Chair Paul Deninger Roger Fradin Brian Kushner Jack Lazar Kareen Yusuf RESPONSIBILITIES • Make recommendations to the Board concerning size, composition and organization of the Board, qualifications and criteria for election to the Board, nominees to be proposed by the Company for election to the Board, retirement from the Board, whether to accept any resignation tendered by a director and Board Committee assignments; • Actively seek individuals qualified to become Board members and recommend them to the full Board for consideration, including evaluating all potential candidates, including those suggested or nominated by third parties; • Consider director candidates holistically to ensure a diversity of perspectives, taking into consideration factors such as skills, experience, gender, ethnicity, race, nationality and age; • Make recommendations to the Board on the disclosures in the proxy statement on director independence, governance and director nomination matters; • Oversee the Company’s new director orientation program and continuing education program for incumbent directors; • Review and reassess the adequacy of the Company’s Corporate Governance Guidelines; • Oversee and report to the Board on the Company’s compliance with its programs relating to the Code of Business Conduct; • Oversee and report to the Board on the Company’s role as a responsible corporate citizen, including its ESG programs; • Oversee, and coordinate with other Committees as necessary, matters related to the Company’s supply chain processes; • Review reports from management regarding supply chain strategies and plans, including critical supply chain assessments; • Coordinate with the Audit Committee to properly assess risk related to the Company’s supply chain; and • Oversee the annual performance review of the Board and its Committees. • Review matters related to the Company’s capital structure and allocation, financial condition, leverage and financial strategies, interest rate risk, expense management, strategic investments and dispositions such as significant mergers, acquisitions, divestitures, joint ventures, real estate purchases and other debt and equity investments; • Consider, review and recommend to the Board any Company dividend and share repurchase policies and programs; • Approve the Company’s derivatives and hedging policies and strategies for managing interest rate and foreign exchange rate exposure; • Review the Company’s investment policies and practices, credit ratings and ratings strategy; • Review the Company’s investor relations strategy; • Review the Company’s insurance practices and strategy; and • Review the types of information to be disclosed in connection with earnings releases and earnings guidance provided to analysts and rating agencies. • Facilitate the Board’s oversight, review, discussion and understanding of the Company’s major technology and innovation strategies and plans in the following key areas: – investments in technology and software; – development and execution of technology strategies; – overall strategy, effectiveness and risk profile of its product technology and software cybersecurity programs; – technology trends with significant impacts on the Company’s business; and – research and development operations. Compensation and Human Capital Management Committee Matters Compensation and Human Capital Management Committee Interlocks and Insider Participation No current member of the Compensation and Human Capital Management Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Compensation and Human Capital Management Committee or Board. Oversight of Independent Compensation Consultant The Compensation and Human Capital Management Committee has sole authority to retain a compensation consultant to assist it in the evaluation of director, CEO or senior management compensation, but only after the considering all to the consultant’s independence from management. factors relevant In addition, 2024 PROXY STATEMENT | 25 Compensation and Human Capital Management Committee is directly responsible for approving the compensation consultant’s compensation, evaluating its performance and terminating its engagement. The Compensation and Human Capital Management Committee has retained Frederic W. Cook & Co. (“FW Cook”) as its independent compensation consultant to assist it with the design of our executive compensation programs as well as to provide objective advice on compensation practices and the competitive landscape for the compensation of Resideo’s executive officers. FW Cook reports to the Compensation and Human Capital Management Committee, has direct access to Compensation and Human Capital Management Committee members, interacts with Resideo management when necessary and appropriate and attends Compensation and Human Capital Management Committee meetings. FW Cook provides services only to the Compensation and Human Capital Management Committee as an independent consultant and does not have any other consulting engagements with, or provide any other services to, Resideo, other than assisting Resideo’s human resources department by providing and reviewing market data. The independence of FW Cook has been assessed according to factors stipulated by the SEC, and the Compensation and Human Capital Management Committee interest exists that would prevent FW Cook from independently advising the concluded that no conflict of Compensation and Human Capital Management Committee. FW Cook compiles information and provides advice regarding the components and mix (short-term/long-term; fixed/variable; cash/equity) of the executive compensation programs of Resideo and its peer group (see page 44 for further details regarding the compensation peer group) and analyzes the relative performance of Resideo and the compensation peer group with respect to the financial metrics generally used in the programs. FW Cook also provides information regarding emerging trends and best practices in executive compensation. Compensation Input from Senior Management The Compensation and Human Capital Management Committee considers input from senior management in making determinations regarding the overall executive compensation program and the individual compensation of the CEO, CFO, and Chief Human the executive officers. As part of Resideo’s annual planning process, Resources Officer develop targets for Resideo’s incentive compensation programs and present them to the Compensation and Human Capital Management Committee. These targets are reviewed by the Compensation and Human Capital Management Committee to ensure alignment with our strategic and annual operating plans, taking into account the targeted year-over-year and multi-year improvements as well as identified opportunities and risks. The CEO does not provide recommendations on his own compensation. Unless otherwise set by negotiated offer terms, the CEO recommends base salary adjustments and cash and equity incentive award levels for Resideo’s other executive officers. The recommendations of the CEO are based on performance appraisals together with a review of competitive market data and prior compensation levels relative to performance. The CEO presents to the Compensation and Human Capital Management Committee his evaluation of each executive officer’s contribution and performance over the past year, strengths and development needs and actions and presents to the full Board succession plans for each of the executive officers. The Board’s Role in Risk Oversight The Board is actively engaged in overseeing and reviewing the Company’s strategic direction and objectives, taking into account (among other considerations) Resideo’s risk profile and exposures. It is management’s responsibility to manage risk as overseen and assessed by the Board. The Board receives regular updates on risk exposures, and there is open communication between management and the directors. The Company has established processes to report and monitor for material risks applicable to the Company. The Board oversees these reporting processes and annually reviews Resideo’s enterprise risk management programs. Furthermore, the Board’s independent Chairman of the Board and independent Board committees ensure independent oversight of management’s management of risk. The Board as a whole has responsibility for risk oversight, including succession planning relating to the CEO and risks relating to the competitive landscape, cybersecurity, strategy, business conditions and capital requirements of the Company. The Committees of the Board also oversee Resideo’s risk profile and exposures relating to matters within the scope of their authority. The Board regularly receives detailed reports from the Committees regarding risk oversight in their areas of responsibility. 26 | 2024 PROXY STATEMENT The Audit Committee discusses the Company’s risk profile, risk management, and exposure (and Resideo’s the internal auditors and the independent auditors. Such policies relating to the same) with management, discussions include the Company’s major financial risk exposures and the steps management has taken to monitor and control these exposures. The Audit Committee is also charged with oversight of Resideo’s Integrity & Compliance program, supply chain resiliency risk (in collaboration with the Nominating and Governance Committee), product quality risk and risks relating to enterprise-wide cybersecurity, including review of the state of the Company’s cybersecurity program, emerging cybersecurity developments and threats and the Company’s strategy to mitigate cybersecurity risks. The Compensation and Human Capital Management Committee considers risks related to the attraction and retention of talent and the design of compensation programs and incentive arrangements. The Compensation and Human Capital Management Committee periodically undertakes a review of Resideo’s incentive structure to avoid encouraging material risk taking through financial incentives. The Nominating and Governance Committee considers risks related to the Company’s reputation, environmental and sustainability matters, health and safety issues, supply chain processes (in collaboration with the Audit Committee), equal employment opportunity, anti- harassment matters, policies and practices related to political contributions and community/government relations. The Nominating and Governance Committee also oversees succession planning for the Board and the appropriate assignment of directors to the Board Committees for risk oversight and other areas of responsibilities. The Finance Committee considers risks related to the Company’s capital structure, capital allocation decisions, financial condition, leverage and financial strategies, interest rate risk, insurance practices and strategy, expense management and strategic investments and dispositions. The Innovation and Technology Committee considers risks related to the Company’s overall technology and innovation strategies and its product technology and software cybersecurity program. Enterprise Risk Management Program As a part of its overall risk management strategy, the Company has implemented an Enterprise Risk Management (“ERM”) program to identify and monitor key risks. The ERM program is designed to identify, assess, and monitor management of key risks that are aligned with the Company’s strategic and business objectives. The ERM program is overseen and governed by the Audit Committee and managed by members of senior management. Working with the ERM program management team, the Board and the Audit Committee regularly assess the overall risks applicable to the Company, its businesses and functions as well as management action plans to mitigate or minimize the risks identified, providing the Audit Committee and the full Board with visibility into the risks that impact us and the plans to mitigate them. Nominating Board Candidates – Procedures and Qualifications Minimum Qualifications for Director Nominees and Board Member Attributes Board Composition, Characteristics and Skills Collectively, the Board must be capable of effectively overseeing risk management, capital allocation and leadership succession. In addition, the composition of the Board, as well as the perspective and skills of its individual members, needs to align with the Company’s growth and commercial strategy. Board composition and the members’ perspectives and skills should evolve at an appropriate pace to meet the challenges of the Company’s changing commercial and strategic goals. The identification and evaluation of director candidates is an essential part of this process. The Nominating and Governance Committee has primary responsibility for reviewing with the Board, on an annual basis, the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole. This assessment independence, procedures for shareholder suggestion or nomination of candidates for the Board, and any related requirements of applicable law or listing rules. includes a consideration of director 2024 PROXY STATEMENT | 27 The Nominating and Governance Committee considers diversity in the context of the Board as a whole and takes into account the skills, experience, gender, ethnicity, race, nationality and age of current and prospective directors to facilitate Board deliberations that reflect a broad range of perspectives. The Board believes that increased heterogeneity leads to better governance. The Nominating and Governance Committee is committed to recruiting director candidates with diverse characteristics, experiences and attributes who satisfy the Board’s nomination criteria and who will otherwise contribute to the collaborative culture of the Board. Identifying and Recruiting New Members of the Board In the recruiting of potential new members for the Board, the Nominating and Governance Committee, through discussions with the Chairman, CEO and other Board members, identifies specific skill sets, experience and knowledge important for new Board members and prioritizes the same in accordance with the procedures set forth in the Nominating and Governance Committee Charter, the Company’s Corporate Governance Guidelines, organizational documents and applicable law. Potential candidates meeting these criteria are then identified either by professional recruiting agencies, reputation or existing Board members. Candidates are interviewed by the Chairman, CEO, Chair of the Nominating and Governance Committee, and other members of the Board, as appropriate, to ensure that candidates not only possess the requisite skills and characteristics but also the personality, leadership traits, work ethic and independence to effectively contribute as a member of the Board. The Nominating and Governance Committee also considers diversity of perspective including experience, skills, gender, ethnicity, race, nationality and age. On successful completion of this process, the Nominating and Governance Committee recommends the proposed candidate to the Board and the Board may nominate the successful candidate for election to the Board at the annual meeting of shareholders or such other time as the Board determines appropriate. The Nominating and Governance Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates and has sole authority to approve the search firm’s fees and other retention terms. When the Nominating and Governance Committee has retained search firms to identify potential director candidates, it has provided guidance as to the particular experience, skills or other characteristics that the Board is then seeking, and directed the firms to ensure that the pool of candidates included diverse candidates. The Nominating and Governance Committee may also retain other external advisors, including for the purposes of performing background reviews of potential candidates. Resideo’s current Board members were either identified through a nationally recognized search firm or were recommended by an existing member of the Board. General Criteria In addition to the specific criteria and priorities developed collectively, director candidates are considered by the Nominating and Governance Committee in light of a range of more general criteria, including: • Demonstration of the highest standards of personal and professional integrity; • Experience and industry background that align with the Company’s strategic and business objectives; • Potential contribution to the composition, diversity and culture of the Board; • Age, educational background and relative skills and characteristics; and • Ability and willingness to constructively challenge management through active participation in Board and Committee meetings and to otherwise devote sufficient time to Board duties. Shareholder Recommendations for Director Nominees Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to Resideo Technologies, Inc., Nominating and Governance Committee, 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and By-Laws. The Nominating and Governance Committee will consider all candidates recommended by shareholders in the same manner as other it considers other candidates so long as they comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes. 28 | 2024 PROXY STATEMENT Advance Notice Director Nominations Resideo’s By-Laws provide that any shareholder entitled to vote at an annual meeting of shareholders may nominate one or more director candidates for election at that annual meeting by following certain prescribed procedures. To be timely, the shareholder must provide written notice of the shareholder’s intent to make such a nomination or nominations to Resideo’s Corporate Secretary not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting, except as otherwise provided in our By-Laws. The notice must contain all of the information required in our By-Laws. Any such notice must be sent to Resideo Technologies, Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary. For the 2025 annual meeting of shareholders, such notice must be delivered to the Corporate Secretary no earlier than February 5, 2025 and no later than March 7, 2025. Proxy Access Director Nominations In addition to advance notice procedures, our By-Laws also include provisions permitting, subject to certain terms and conditions set forth therein, shareholders who have maintained continuous qualifying ownership of at least 3% of our outstanding common stock for at least three years to nominate a number of director candidates not to exceed the greater of two candidates or 20% of the number of directors then in office who will be included in our annual meeting proxy statement. Shareholders who wish to nominate a proxy access candidate must follow the procedures described in our By-Laws. Proxy access candidates and the shareholder nominators meeting the qualifications and requirements set forth in our By-Laws will be included in the Company’s proxy statement and ballot. To be timely, a shareholder’s proxy access notice must be delivered to our principal executive offices, Resideo Technologies, Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary, no less than 120 days and no more than 150 days prior to the first anniversary date that we commenced mailing of our definitive proxy statement (as stated in such proxy statement) for the immediately preceding annual meeting, except as otherwise provided in the By-Laws. For the 2025 annual meeting, such notice must be delivered to our principal executive offices no earlier than November 24, 2024 and no later than December 24, 2024. Director Onboarding and Continuing Education Under our Corporate Governance Guidelines, all new directors participate in an orientation program upon joining the Board. Orientation includes presentations by senior management to familiarize our new directors with Resideo’s strategic plans, financial statements and key issues, policies and practices and materials pertaining to the Board and its Committees, corporate governance policies and practices and the Company’s businesses, functions, the Company’s expense, seminars, conferences and other continuing education programs designed for directors of public companies. The Board has and will continue to invite external subject matter experts to speak with the directors on subjects of importance to the Company. initiatives and processes. Board members may attend, at Board Meetings and Attendance The Board met six times in 2023. Each director attended at least 75% of the meetings of the Board and Committees on which the director served. Though we have no specific policy regarding director attendance at annual meetings of shareholders, our directors are expected to attend. All but one of the then-serving directors attended our 2023 annual meeting of shareholders. Board and Committee Evaluations As part of the Board’s commitment to good governance, the Board conducts an annual process to assess the effectiveness of the full Board and the operations of its Committees. The Nominating and Governance Committee will oversee the evaluation of the Board as a whole and its Committees and solicit feedback from directors as to whether the Board is continuing to evolve and to be refreshed in a manner that serves our business and strategic needs. After distribution of the self-evaluation materials to directors, the Nominating and Governance Committee receives comments from all directors and reports to the Board, in the performance of the Board and its Committees. The Nominating and Governance Committee retained an external third party to facilitate the evaluation process again in 2023. identifying areas for improvement 2024 PROXY STATEMENT | 29 The Nominating and Governance Committee annually reviews the scope and content of the self-evaluation to ensure it is contemporary, appropriate for the needs of the Company and that actionable feedback is solicited on the operation and effectiveness of the Board and its Committees. Before recommending the re-nomination of a slate of incumbent directors for an additional term, the Nominating and Governance Committee will evaluate whether incumbent directors possess the requisite skills and perspective, both individually and collectively, to continue to serve our business and strategic needs. This assessment will include members’ qualification as independent, strength of character, judgment and ability to devote sufficient time to attendance at, and preparation for, Board meetings. Shareholder Engagement Regarding Corporate Governance We view shareholder engagement and open dialogue as an important way to ensure that we understand the views of our shareholders. We regularly engage in a variety of communications and meetings with our investors and potential investors to discuss our business strategy and corporate governance, and to listen to feedback from our shareholders on these matters. In late 2023, we initiated a formal shareholder outreach program related to corporate governance, described below. We are committed to maintaining ongoing dialogue with our shareholders. 2023 SHAREHOLDER GOVERNANCE ENGAGEMENT SUMMARY OUTREACH ENGAGEMENT FEEDBACK RESPONSIVENESS • During fall 2023, we reached out largest shareholders to gain a better understanding of their views regarding our corporate governance, ESG and executive compensation practices. to our • Specifically, we reached out to 20 of our largest shareholders representing approximately 70% of our outstanding shares. • In addition to our governance engagement, throughout the year, we engage with our shareholders through our quarterly earnings calls, annual shareholder meeting, investor conferences, and individual investor meetings. • In response to our governance outreach in fall 2023, we met with any shareholder that expressed an interest in further dialogue. • Overall support for our governance practices. • Discussion of the shareholder proposal requesting shareholder ratification of severance or termination pay packages with a value exceeding 2.99 times the sum of base salary plus bonus that received support from 50.3% of the votes cast at the 2023 annual meeting, which included input that an appropriate limit on cash severance was viewed as a desired governance practice. • Discussion of ESG practices and reporting, including setting goals around reduction of Scope 1 and 2 greenhouse gas emissions and sustainable procurement. • Discussion of the use of equity as a component of compensation and the Company’s responsible burn rate. • In response to the shareholder proposal that received 50.3% support at our 2023 annual meeting, and informed by feedback from our shareholders during 2023 and early 2024, the Compensation and Human Capital Management Committee adopted an Executive Officer Cash Severance Policy providing the following: • We will not enter into or amend a severance arrangement to provide payment of cash severance benefits to an executive officer exceeding 2.99 times the sum of the executive officer’s annual base salary plus the executive officer’s target annual cash incentive award without presenting it for advisory ratification at the next regularly scheduled annual meeting of shareholders. • We expect to include Scope 1 and 2 reduction targets in our 2023 ESG Report, which we expect to publish in the second quarter of 2024. • We continue to enhance our ESG procedures and initiatives, including those practices related to sustainable procurement, as well as our reporting on ESG. • We have continued to grant equity approximately consistent with our historical burn rate. • The Board and committees continue to consider and review all matters raised by shareholders during our engagement meetings. 30 | 2024 PROXY STATEMENT Non-Employee Director Compensation Director Compensation Our Compensation and Human Capital Management Committee, with assistance from its independent compensation consultant, periodically reviews and makes recommendations to our Board regarding the form and amount of compensation for non-employee directors. Directors who are also our employees receive no compensation for service on our Board. We believe that annual compensation for non-employee directors should consist of both a cash component, designed to compensate members for their service on the Board and its Committees, and an equity component, designed to align the interests of directors and shareholders. In May 2023, the Compensation and Human Capital Management Committee reviewed market data on director compensation among the Company’s peer group, and based on its review and conclusion that total director compensation was below the peer median, the committee recommended, and the Board approved, the following change to director compensation: • An increase to the annual equity compensation from $150,000 to $160,000 effective with the awards to be made in connection with the 2023 Annual Meeting of Shareholders; and • No changes were made to annual cash, Committee chair or Committee member retainers in 2023. The table below outlines the current annual compensation program for our non-employee directors. Board of Directors Annual Cash Compensation Member of the Board of Directors Chairman of Board—Additional Cash Retainer Board Committee Membership—Additional Cash Retainers: Audit Committee Compensation and Human Capital Management Committee Finance Committee Nominating and Governance Committee Innovation and Technology Committee * Committee Chair retainers include the member retainer fees. Chair* 25,000 20,000 10,000 15,000 10,000 Annual Retainer ($) 90,000 175,000 Member 12,500 10,000 5,000 7,500 5,000 Board of Directors Annual Equity Compensation Annual Restricted Stock Units (“RSUs”) Annual Retainer ($) 160,000 Cash elements are paid in quarterly installments in arrears and pro-rated if necessary, including for changes in Committee service or for partial years of service. The RSUs are granted on the date of each Annual Meeting of Shareholders and generally vest on the earliest of the first anniversary of the date of grant, the director’s death or disability, or removal from the Board coincident with the occurrence of a change in control. Directors who join the Board between Annual Meetings generally receive a pro-rated RSU grant. We do not separately compensate our directors for attending Board or Committee meetings. Director Deferred Compensation Plan In September 2019, the Compensation and Human Capital Management Committee approved the adoption of the Resideo Deferred Compensation Plan for Non-Employee Directors (the “Director Deferred Compensation Plan”). This plan encourages our directors to hold a portion of their compensation in the form of equity or deferred cash, which can only be monetized at the end of their tenure on the Board or in other limited circumstances. At the the Compensation and Human Capital Management Committee also permitted non-employee same time, directors to defer their annual equity award in accordance with the terms of our 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc. (the “Director Stock Plan”). 2024 PROXY STATEMENT | 31 Prior to the first day of each calendar year beginning on or after January 1, 2020, each non-employee director may (i) elect to convert all of his or her annual cash retainer fees as well as any annual committee and chair fees other than reimbursements otherwise payable to him or her by the Company into deferred stock units or deferred cash pursuant to the Director Deferred Compensation Plan, and (ii) elect to defer payment of his or her annual equity grant of RSUs once the award has vested in accordance with its terms and conditions. Each deferred stock unit under the Director Deferred Compensation Plan and each vested RSU that a Non-employee director has elected to defer under the terms of the Director Stock Plan, represents the right to receive one share of our common stock generally on the first day of the seventh calendar month following the date the non-employee director incurs a separation of service from us. Other Benefits: Non-employee directors are also provided with $350,000 in business travel accident insurance. Director Compensation for 2023 In 2023, each non-employee director received his or her annual cash retainer amount in addition to the annual equity retainer award of RSUs with a grant date fair value of approximately $160,000. Annual equity retainers generally vest with respect to 100% of the RSUs awarded on the first anniversary of the grant date, subject to continued service on the Board. Each of our non-employee directors has the ability to elect to defer all of his or her annual cash retainer as well as his or her annual equity retainer award pursuant to the terms of our Director Deferred Compensation Plan and Director Stock Plan, respectively, as discussed above. The table below reflects the 2023 compensation paid to our non-employee directors. Director Name Roger Fradin, Chairman of the Board Paul Deninger Cynthia Hostetler Brian Kushner Jack Lazar(2) Nina Richardson Andrew Teich(3) Sharon Wienbar(4) Kareem Yusuf Fees Earned or Paid in Cash ($) Stock Awards (1)($) 275,000 117,500 102,500 112,500 119,991 115,000 128,339 117,500 105,000 159,990 159,990 159,990 159,990 159,990 159,990 159,990 159,990 159,990 Total ($) 434,990 277,490 262,490 272,490 279,981 274,990 288,329 277,490 264,990 (2) (1) The stock award values set forth in the above 2023 Director Compensation Table represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. Annual equity retainer awards in the form of RSUs totaling 9,158 shares were made to non-employee directors on June 7, 2023, with a fair value of $17.47 per share. Included in the Fees Earned or Paid in Cash for Mr. Lazar are $119,991 in cash retainers, which Mr. Lazar elected to defer as deferred share units (“DSUs”). These DSUs are fully vested when granted but will not be distributed to Mr. Lazar until he leaves the Resideo Board in accordance with the provisions of the Director Deferred Compensation Plan. Included in the Fees Earned or Paid in Cash for Mr. Teich are $128,339 in cash retainers, which Mr. Teich elected to defer as DSUs. These DSUs are fully vested when granted but will not be distributed to Mr. Teich until he leaves the Resideo Board in accordance with the provisions of the Director Deferred Compensation Plan. Included in the Fees Earned or Paid in Cash for Ms. Wienbar are $29,964 in cash retainers, which Ms. Wienbar elected to defer as DSUs. These DSUs are fully vested when granted but will not be distributed to Ms. Wienbar until she leaves the Resideo Board in accordance with the provisions of the Director Deferred Compensation Plan. (3) (4) 32 | 2024 PROXY STATEMENT A more detailed discussion of the assumptions used in the valuation of stock awards made in fiscal year 2023 may be found in Note 8 of the Notes to the Financial Statements in the Company’s Form 10-K for the year ended December 31, 2023. Director Name Roger Fradin Paul Deninger Cynthia Hostetler Brian Kushner Jack Lazar Nina Richardson Andrew Teich Sharon Wienbar Kareem Yusuf Outstanding Equity Awards as of 12/31/2023 (#) 9,158 9,158 31,680 9,158 42,989 31,680 37,061 25,462 19,508 Stock Ownership Guideline for Non-Employee Directors To further align the interests of directors with the long-term interests of our shareholders, non-employee directors are required to own, until their separation from service from the Board, at least five times the value of their annual cash retainer, or $450,000, in our common stock by the fifth anniversary of their appointment to the Board. For purposes of the guidelines, share ownership includes shares of Resideo common stock, RSUs and deferred stock units. Accordingly, the guidelines align our directors’ economic interests in the performance of the Company with those of our shareholders. As of December 31, 2023, all directors, except Mr. Yusuf who joined the Board in 2021, have met the minimum stock ownership required under our stock ownership guidelines. Other Executive Officers In addition to Mr. Geldmacher, whose biographical information is included above, the following is a list of individuals serving as executive officers of Resideo as of the date of this Proxy Statement. All of Resideo’s executive officers have been appointed by the Board and serve at the discretion of the Board and CEO. There are no family relationships among any of our executive officers. NAME, AGE, YEAR FIRST APPOINTED AN EXECUTIVE OFFICER Robert Aarnes, 54, 2018 POSITION BUSINESS EXPERIENCE President, ADI Global Distribution Prior to joining the Company, Mr. Aarnes served as president of Honeywell’s ADI Global Distribution business since January 2017. Mr. Aarnes served as vice president and general manager of Honeywell’s ADI North America business from November 2014 to January 2017. Mr. Aarnes served as vice president of operations of Honeywell’s ADI North America business from January 2013 to November 2014. Prior to joining Honeywell, Mr. Aarnes served as president and chief executive officer of GUNNAR Optiks, LLC, a company that specializes in developing and manufacturing digital eyewear, from September 2008 to November 2012. Mr. Aarnes received his bachelor’s degree in political science from the United States Naval Academy and his MBA in management from San Diego State University. 2024 PROXY STATEMENT | 33 NAME, AGE, YEAR FIRST APPOINTED AN EXECUTIVE OFFICER Dana Huth, 62, 2021 Executive Vice President, Chief Revenue Officer POSITION BUSINESS EXPERIENCE Prior to joining the Company, Mr. Huth served as executive vice president and chief revenue officer of Advanced Energy, a multinational technology company from 2019 to 2021. Prior to that, Mr. Huth served as president of Artesyn Embedded Power, a power supply company, during 2019 until it was acquired by Advanced Energy later that year. Before leading Embedded Power, Mr. Huth served as president of consumer business and global sales at Artesyn Embedded Technologies from 2014 to 2019, and as president of global sales, key accounts and distribution at Emerson Embedded Power from 2008 to 2014. At Motorola, Mr. Huth held senior management positions from 2004 to 2008, including vice President of worldwide sales and market development, vice president of global accounts, and vice president of sales for the Asia Pacific region and Japan. Mr. Huth also spent more than 19 years with Avnet, Inc., one of the world’s largest value-added distributors and systems integrators of electronic components, computer products, and embedded technology. Prior to joining the Company, Mr. Kelly served as vice president of Human Resources and Communications for Honeywell’s aerospace business from 2014 to 2018. Mr. Kelly was the vice president of Corporate Human Resources, Organizational Development & Learning at Honeywell from 2013 to 2014. Mr. Kelly joined Honeywell in 2008 and has served in various human resources leadership positions for Honeywell’s aerospace business. He was vice president for Honeywell’s aerospace business’s of Human Resources in 2013. Previously, Mr. Kelly was vice commercial segment president of Human Resources for Honeywell’s Aerospace Defense & Space unit from 2011 to 2013. He was vice president of Human Resources for Honeywell’s aerospace Engineering & Marketing unit to joining Honeywell, Mr. Kelly was vice president of Human Resources for the Dental business at Danaher Corporation, a global science and technology innovator, from 2007 to 2008. Mr. Kelly was Vice President of the EMEA region and global head of staffing and talent management of the Industrial Technologies business at Danaher from 2005 to 2007. to joining Danaher, Mr. Kelly was the head of Human Prior Resources for BHA Group, Inc., a leading global supplier of replacement parts and services for industrial air pollution control systems. Mr. Kelly received his bachelor’s degree in personnel administration from the University of Kansas and a master’s degree in organizational development from Ottawa University. from 2008 to 2011. Prior Prior to joining the Company, Ms. Lane was the Vice President and General Counsel of Honeywell Homes since January 2018. She was the Vice President and General Counsel of Honeywell Security and Fire from 2015 to 2017, Honeywell Fire Business and Honeywell Safety Business from 2014 to 2015, Honeywell Life Safety Business from 2013 to 2014 and Honeywell Security from 2004 to 2013. Prior to Honeywell, Ms. Lane served as the Vice President and General Counsel of Prestone Products Corporation, an automotive consumer car care company. Ms. Lane holds a bachelor’s degree in English and political science from SUNY University at Albany and a Doctorate of Law from Albany Law School. Prior to joining the Company, Mr. Surran was Chief Operating Officer Inc., a multinational company focused on the of FLIR Systems, development of innovative imaging and sensing technologies for military, industrial and commercial applications, from January 2014 to September 2017. He was President, FLIR Commercial Systems from May 2013 to January 2014 and CFO – CS Division from November 2009 to May 2013. Mr. Surran received a Bachelor of Science from Xavier University and a Master of Business Administration from the University of Chicago. Stephen Kelly, 56, 2018 Executive Vice President and Chief Human Resources Officer Jeannine Lane, 63, 2018 Executive Vice President, General Counsel and Corporate Secretary Thomas Surran, 61, 2023 President, Products and Solutions 34 | 2024 PROXY STATEMENT NAME, AGE, YEAR FIRST APPOINTED AN EXECUTIVE OFFICER Anthony L. Trunzo, 61, 2020 POSITION BUSINESS EXPERIENCE Executive Vice President, Chief Financial Officer Prior to joining the Company, Mr. Trunzo served as managing director at Gryphon Investors, a private equity firm, since October 2019, and he was an independent consultant advising private equity firms from January 2017 to October 2019. From April 2015 to November 2016, Mr. Trunzo was executive vice president and CFO of FEI Company, a microscope technology company, before it was acquired by ThermoFisher Scientific in September 2016. Prior to that, he served in leadership roles at FLIR Systems, Inc., an industrial technology company focused on intelligent sensing solutions, including as senior vice president and CFO from 2010 to 2015, and as senior vice president, Corporate Strategy and Development from 2003 to 2010. Earlier in his career, Mr. Trunzo worked in various capacities at Bank of America Securities and PNC Bank. Mr. Trunzo received his bachelor’s degree in economics from the Catholic University of America and an MBA from the University of Pittsburgh. Mr. Trunzo has also completed Harvard Business School’s Advanced Management Program. 2024 PROXY STATEMENT | 35 ESG at Resideo Our Board of Directors and its committees play a key role in oversight of the Company’s Environmental, Social and Governance (“ESG”) efforts. Our Nominating and Governance Committee oversees and reports to the Board on the Company’s role as a responsible corporate citizen, including its ESG programs. Our Compensation and Human Capital Management Committee oversees the Company’s plans, policies and programs relating to hiring, development and retention of talent, and assists the Board in oversight of the Company’s policies relating to human capital management, including Diversity, Equity, Inclusion and Belonging (“DEIB”). Our external and internal viewpoints are aligned: we hold ourselves accountable to our people, our communities, the planet, and our brand. Resideo is focused on simplifying the connected world to give people peace of mind and allow them to focus on what matters most. Our ESG strategy is supported by a framework rooted in innovative solutions to help make homes and buildings better for the planet while reducing our own footprint, committing to creating a positive work environment for our employees, driving positive impact in our communities and maintaining a foundation of trust. These are the cornerstones of Resideo’s commitment to help protect what matters most. To drive our ESG efforts, Resideo focuses on five elements connected to the Company’s material Innovate, Reduce, Commit, Impact and Trust. issues: Innovate We strive to innovate whole-home, smart offerings in water, air, energy and security for homes and buildings that advance comfort, safety, well-being and sustainability. In 2023, we advanced our Green Horizons program, our internal framework to help qualify sustainable solutions at Resideo for years to come. This framework is designed to consider the environmental, social and economic impacts of solutions at each stage of their life cycles, from product conception to recovery. To accompany energy- and water-saving hardware solutions, we are on a journey to provide our customers with software and services that enable products to work more efficiently and to help ensure optimal performance. Innovative services include solutions for smart homes and buildings, which address energy management, water conversation, and remote monitoring. Responding to megatrends such as decarbonization, and electrification, our focus is on solving customer pain points through research and development of innovative solutions that provide long-term value. Reduce Each year since 2019, we have worked toward reduction goals for energy use, greenhouse gas emissions, water management and waste management. In our 2022 ESG report, we published our Scope 1 and 2 emissions footprint data for the first time and completed our first submission to CDP related to our carbon emissions. We achieved ISO 14001 certification at seven of our 13 manufacturing sites. We have implemented numerous recycling and paper reduction initiatives, LED lighting retrofitting and other key energy savings initiatives in various offices and facilities globally. We are also investing in solar panel installation across four of our EMEA manufacturing locations, enabling self-generation of renewable energy and further reducing our impact on the environment. We are working to set near-term emissions reduction goals related to Scope 1 and 2 emissions and accurately calculating and reporting on specified Scope 3 emissions in 2024. 36 | 2024 PROXY STATEMENT Commit We are committed to creating an equitable, safe and nurturing environment, where our employees can be themselves and do their best work. In 2023, we continued efforts in leadership training and development globally across all levels at Resideo, and further invested in building DEIB initiatives across the Company. We continue to partner with industry organizations, including the Society of Women Engineers, National Society of Black Engineers and the Leadership Council on Legal Diversity, helping us to hire, train and empower talent with diverse backgrounds and experiences. Approximately 700 global employees participate in at least one of six Employee Resource Groups at Resideo, including Women, Dis-Abilities, Black, Latino, Veterans and LGBTQ. Impact “Make a Difference” is one of Resideo’s core values and serves as a guiding principle for business and philanthropic efforts. Our focus on community centers around the belief that all people should feel safe and have access to food, housing and opportunities to create better futures for themselves and their families. We continue to support Habitat for Humanity International and Mission 500 and have initiated partnerships with academic institutions to make vocational training opportunities more accessible through Resideo Academy. Through a strategic collaboration with the Building Talent Foundation, we are helping to advance education, training and career progression of young people and people from underrepresented groups to help seed the next generation of skilled workers. ADI Branch locations hosted a variety of donation-based events supporting children in their local communities through school supply, hygiene and toy drives. Trust to governance is integral to our business and reflects not only regulatory Resideo’s commitment requirements, NYSE listing standards, and broadly recognized governance practices, but also effective leadership by our senior management team and oversight by the Board of Directors. The Code of Business Conduct is reviewed annually by all directors and professional-level employees, and the Company provides several mechanisms for employees to report concerns. All employees are required to complete “Integrity and Compliance at Resideo” and anti-harassment/anti-discrimination training. Additionally, we recognize and promote human rights for all throughout the value chain, as emphasized through our Supplier Code of Conduct and an Environmental Health and Safety Management System aligned with ISO 14001 and ISO 45001 standards. In 2023, we achieved a Silver rating from EcoVadis, a global monitoring system, which evaluates sustainable business practices. This rating reflects Resideo’s status in the top 8% of companies assessed by EcoVadis worldwide. In 2023, Resideo published its second ESG Report, detailing progress under each pillar in 2022 and ambitions for the information about Resideo’s sustainability efforts are available at: future. This ESG Report and additional www.resideo.com/sustainability. 2024 PROXY STATEMENT | 37 Related Party Transactions Review, Approval and Ratification of Transactions with Related Parties The Company has a written Policy Concerning Related Party Transactions (the “Policy”) regarding the review and approval or ratification of transactions between the Company and related parties. The Policy applies to any transaction in which Resideo or its subsidiary is a participant, the amount involved exceeds $120,000 and a related party has a direct or indirect material interest. A related party means any director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities and any immediate family member of any such persons. Under the Policy, reviews are conducted by management to determine which transactions or relationships should be referred to the Audit Committee for consideration. The Audit Committee then reviews the material facts and circumstances regarding a transaction and determines whether or not the transaction is fair and reasonable and consistent with the Policy. Under the Policy, any related party transaction must be submitted for prior approval where reasonably possible or, if not approved in advance, submitted for ratification. The Policy is in addition to the provisions addressing conflicts of interest in our Code of Business Conduct and any similar policies regarding conflicts of interest adopted by the Board. Our directors, executive officers and all other employees are expected to comply with the Code of Business Conduct. 38 | 2024 PROXY STATEMENT Beneficial Ownership Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file initial reports of ownership and reports of changes in ownership of the Company’s common stock and other equity securities with the SEC within specified periods. Due to the complexity of the reporting rules, the Company undertakes to file such reports on behalf of its directors and executive officers and has instituted procedures to assist them with these obligations. Based solely on a review of filings with the SEC and written representations from the Company’s directors and executive officers, the Company believes that in 2023 all of its directors and executive officers filed the required reports on a timely basis with respect to Resideo’s equity securities under Section 16(a), except for the following filings that were inadvertently filed late: (i) a Form 4 for Mr. Geldmacher was filed on May 31, 2023 reporting settlement on February 14, 2023 of PSUs in the form of RSUs, which RSUs were settled in shares of common stock that were released on May 28, 2023, (ii) a Form 4 for Mr. Trunzo was filed on June 9, 2023 reporting settlement on February 14, 2023 of PSUs in the form of RSUs, which RSUs were settled in shares of common stock that were released on June 8, 2023, (iii) Form 4s for Mr. Fradin, Mr. Deninger, Ms. Hostetler, Mr. Kushner, Mr. Lazar, Ms. Richardson, Mr. Teich, Ms. Wienbar, and Mr. Yusuf were filed on July 5, 2023 reporting the annual grant of RSUs on June 7, 2023, and (v) Form 4s for Mr. Aarnes, Mr. Geldmacher, Mr. Huth, Mr. Kelly, Ms. Lane, and Mr. Trunzo were filed February 15, 2024 reporting the forfeiture of shares for tax withholding upon vesting of RSUs on February 9, 2024. Stock Ownership of Certain Beneficial Owners The following shareholders reported to the SEC that they beneficially owned more than 5% of Resideo common stock as of December 31, 2023. Name and Address of Beneficial Owner BlackRock, Inc. 50 Hudson Yards New York, NY 10001 The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 Ariel Investments, LLC 200 E. Randolph Street, Suite 2900 Chicago, IL 60601 State Street Corporation 1 Congress Street, Suite 1 Boston, MA 02114 Fuller & Thaler Asset Management, Inc. 441 Borel Avenue, Suite 300 San Mateo, CA 94402 Title of Class Amount and Nature of Beneficial Ownership (#) Percent of Class (1) Common Stock 23,868,619(2) 16.3% Common Stock 16,059,444(3) 10.99% Common Stock 12,672,096(4) 8.7% Common Stock 8,153,552(5) 5.58% Common Stock 7,976,516(6) 5.46% (1) Percentage ownership based on the Schedule 13G/A filings of BlackRock, Inc., The Vanguard Group, Boston Partners and Ariel Investments as further described below. (2) According to Schedule 13G/A filed with the SEC on January 22, 2024, BlackRock, Inc. is the beneficial owner of 23,868,619 shares (with sole voting power with respect to 23,498,768 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 23,868,619 shares and shared dispositive power with respect to 0 shares). 2024 PROXY STATEMENT | 39 (3) According to Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group is the beneficial owner of 16,059,444 shares (with sole voting power with respect to 0 shares, shared voting power with respect to 135,435 shares, sole dispositive power with respect to 15,769,183 shares and shared dispositive power with respect to 290,261 shares). (4) According to a Schedule 13G filed with the SEC on February 14, 2024, Ariel Investments, LLC, in its capacity as investment adviser to certain managed accounts and investment fund vehicles on behalf of investment advisory clients, is the beneficial owner of 12,672,096 shares (with sole voting power with respect to 11,174,925 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 12,672,096 shares and shared dispositive power with respect to 0 shares). (5) According to a Schedule 13G/A filed with the SEC on January 25, 2024, State Street Corporation, in its capacity as investment adviser to certain managed accounts and investment fund vehicles on behalf of investment advisory clients, is the beneficial owner of 8,153,552 shares (with sole voting power with respect to 0 shares, shared voting power with respect to 7,695,464 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 8,153,552 shares). (6) According to a Schedule 13G filed with the SEC on February 13, 2024, Fuller & Thaler Asset Management, Inc., in its capacity as investment adviser to certain managed accounts and investment fund vehicles on behalf of investment advisory clients, is the beneficial owner of 7,976,516 shares (with sole voting power with respect to 7,826,083 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 7,976,516 shares and shared dispositive power with respect to 0 shares). Stock Ownership of Directors and Executive Officers The following table shows the ownership of Resideo common stock, as of April 8, 2024, by each director, each of the NEOs, and all current directors and executive officers as a group. The address of each director and executive officer shown in the table below is c/o Resideo Technologies, Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254. Executive officers and directors are subject to stock ownership guidelines. Please see the “Compensation Discussion and Analysis” for a discussion of executive stock ownership guidelines and the “Stock Ownership Guideline for Non-Employee Directors” for a discussion of non-employee stock ownership guidelines. Name Non-Employee Directors Roger Fradin Paul Deninger Cynthia Hostetler Brian Kushner Jack Lazar Nina Richardson Andrew Teich Sharon Wienbar Kareem Yusuf Named Executive Officers Jay Geldmacher(5) Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore Shares of Common Stock(1) Rights to acquire Shares of Common Stock(2) Total(3) Percentage of Class Beneficially Owned Deferred Share Units(4) — — 31,680 — 45,959 22,522 40,306 25,462 19,508 214,244 50,181 6,143 39,926 52,858 25,209 157,460 39,606 940 287,965 166,043 30,041 71,281 44,675 79,680 9,158 9,158 — 9,158 — 9,158 — — — 237,035 111,078 253,818 111,507 — 223,402 59,339 6,143 49,084 52,858 34,367 157,460 39,606 940 525,000 277,121 283,859 182,788 44,675 85,185 164,865 * * * * * * * * * * * * * * * All Current Directors and Executive Officers as a Group (16 individuals) 1,353,668 869,941 2,223,609 1.5% 180,118 * Indicates that the percentage of beneficial ownership does not exceed 1%, based on 146,015,214 shares of Company common stock outstanding as of April 8, 2024. (1) This column includes shares held of record, shares held by a bank, broker or nominee for the person’s account, shares held through family trust arrangements and shares held jointly with the named individuals’ spouses. For Mr. Fradin, this column includes 8 shares held by a limited liability company owned by Mr. Fradin. For Mr. Trunzo, this column includes 4,020 shares held by his sons. 40 | 2024 PROXY STATEMENT (2) This column includes shares of Company common stock that may be acquired under employee stock options that are exercisable as of April 8, 2024 or will become exercisable within 60 days thereafter and shares subject to RSUs that will vest within 60 days of April 8, 2024. No non-employee directors have Company stock options. (3) This table does not include performance-based RSUs or time-based stock options and RSUs that will not be earned and/or paid within 60 days of April 8, 2024. (4) Beneficial ownership excludes shares of deferred stock units credited to each individual non-employee director’s deferred stock account as of April 8, 2024. Seven months after a director’s termination of service on the Board, the non-employee director will be paid the balance in his or her deferred stock account through the issuance of common shares. The information in the column “Deferred Stock Units” is not required by the rules of the Securities and Exchange Commission because the deferred stock units carry no voting rights, and the non-employee director has no right or ability to convert the deferred stock units to common stock within 60 days of April 8, 2024. Nevertheless, we believe this information provides a more complete picture of the financial stake our directors have in our Company. (5) Mr. Geldmacher is also a director of Resideo. 2024 PROXY STATEMENT | 41 Executive Compensation Proposal 2: Advisory Vote to Approve Executive Compensation We seek an annual non-binding advisory vote from our shareholders to approve the compensation of our Named Executive Officers as described in the “Compensation Discussion and Analysis” section below and the accompanying compensation tables. This vote is commonly known as “Say-on-Pay.” We encourage you to read the “Compensation Discussion and Analysis” and accompanying compensation tables to learn more about our executive compensation programs and policies. Our Board believes that its 2023 compensation-related pay decisions and our executive compensation programs align the interests of shareholders and executives by emphasizing variable compensation tied to achieving measurable goals that drive value. This vote is not intended to address a specific item of compensation, but rather our overall compensation policies and procedures related to the Named Executive Officers. Because the Say-on-Pay vote is advisory, it will not be binding upon our Board. However, our Board will take into account the outcome of the vote and discussions with investors when considering future executive compensation arrangements. Our Board recommends that shareholders vote in favor of the following resolution: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2023 Summary Compensation Table and the other related tables and disclosure.” The Board of Directors unanimously recommends a vote “FOR” Proposal 2, to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as stated in the above resolution. 42 | 2024 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS Executive Summary Our Named Executive Officers This Compensation Discussion and Analysis (“CD&A”) describes the basic objectives, principles, decisions and rationale underlying our executive compensation policies and decisions made by the Compensation and Human Capital Committee of the Board (referred to as the “Committee” throughout the Executive Compensation section). The CD&A describes the material elements of the compensation of our executive officers identified below (the “Named Executive Officers” or “NEOs”) for fiscal 2023: NAMED EXECUTIVE POSITION(S) Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth President and Chief Executive Officer Executive Vice President, Chief Financial Officer President, ADI Global Distribution Executive Vice President, General Counsel & Corporate Secretary Executive Vice President, Chief Revenue Officer Phillip Theodore(1) President, Products & Solutions (1) Mr. Theodore served as President, Products & Solutions until December 5, 2023, at which time he was appointed to a non-executive officer position of Senior Vice President, Executive Advisor Our Executive Compensation Philosophy and Approach We operate in a highly competitive and rapidly evolving market. Our ability to compete and succeed in this environment depends on our ability to recruit, incentivize and retain talented individuals. We strive to create a compensation program for our employees, including our executives, that provides a compelling and engaging opportunity. The program offers rewards for performance and engages our participants by requiring them to focus on driving the business to generate long-term value for our shareholders. We believe this approach is building a performance-driven leadership culture. Utilizing this philosophy, our executive compensation program has been designed to: • Provide competitive pay levels using our peer group data for market context; • Create sustained increases in shareholder value through incentives designed to drive high performance; • Drive revenue growth and margin expansion and accelerate innovation; • Reward achievement of near- and long-term business performance targets; • Make pay decisions based on an executive’s skills and responsibilities, individual performance, experience, importance to the organization, retention, affordability and internal pay equity; and • Deliver compensation in accordance with good governance practices that do not encourage undue risk-taking by our executives. Our executive compensation program for 2023 utilized net revenue, operating income margin, and cash flow from operating activities as components of our annual incentive plan. At least half of our long-term incentive award is linked to relative total shareholder return that reinforces our belief that the interests of our executive team must be intricately linked to that of our shareholders. We remain committed to best practices in compensation governance for public companies, as described in more detail below, and will regularly review our executive compensation strategy to maintain alignment with our objectives. Each year, we carefully consider the results of our shareholder say-on-pay vote from the preceding year. In 2023, approximately 94% of the votes cast supported our executive compensation decisions. Overall, we believe our shareholders are supportive of our executive compensation program and its direction. As a result, we did not make significant modifications to the structure of our program. We will continue to consider feedback from shareholders on our compensation program. 2024 PROXY STATEMENT | 43 Our Commitment to Compensation Best Practices the Committee is committed to regularly reviewing and As part of our executive compensation program, considering best practices in governance in executive compensation. We maintain the following policies and practices that guide our ongoing, annual executive compensation program. WHAT WE DO WHAT WE DON’T DO ✖ Allow hedging or pledging of our securities by our directors and employees, including our NEOs ✖ Backdate or spring-load equity awards ✖ Reprice stock options or stock appreciation rights without shareholder approval ✖ Offer any compensation programs or policies that reward excessive risk-taking ✖ Provide multi-year guaranteed payments to executive officers ✖ Offer tax reimbursement payments or gross-ups on any severance or change in control payments ✖ Provide any significant perquisites ✖ Enter into or amend an agreement with an executive officer that provides cash severance benefits exceeding 2.99x base plus bonus without advisory shareholder ratification Maintain robust stock ownership guidelines requiring our officers and directors to hold a significant ownership position in the Company Provide compensation packages heavily weighted toward equity compensation Tie our incentive compensation programs directly to the creation of shareholder value Link our annual bonus plan goals directly to our annual operating plan to drive our growth plan Use multiple performance metrics for our 2023 annual incentive plan and include a maximum cap on all our incentive award payouts Ensure a significant portion of our NEOs’ compensation is variable and based on Company performance Retain an independent compensation consultant, selected by the Committee, to advise on competitive compensation practices Provide for severance benefits to our NEOs in connection with a change in control of the Company that requires a double trigger Require our NEOs, where permitted by law, to sign non-competition and intellectual property agreements Set the annual goals for our CEO with consultation and regular performance evaluations by our independent directors Maintain a compensation recoupment (“clawback”) policy triggered by an accounting restatement of the Company’s financial statements, which is applicable to all our Section 16 officers, including the NEOs Evaluate and manage risk in our compensation programs Peer Group and Market Data With the assistance of our independent compensation consultant, FW Cook, the Committee selected the companies below to include in our peer group based on similar size revenue and market capitalization as well as alignment with our current profile, targeting industrial and distribution companies and internet and technology companies and focusing on the connected home. The peer companies generally had reported annual revenues within a range of one-fourth and two times our annual revenues and market capitalization within a range of one-fourth and four times our market capitalization at the time of analysis. This peer group was used to support 2023 compensation decisions. 44 | 2024 PROXY STATEMENT • A.O. Smith Corp. (AOS) • Acuity Brands, Inc. (AYI) • ADT Inc. (ADT) • Alarm.com Holdings, Inc. (ALRM) • Allegion plc (ALLE) • Arlo Technologies Inc. (ARLO) • BlackBerry Limited (BB) • Fortune Brands Home & Sec. (FBIN) • Itron, Inc. (ITRI) • Juniper Networks, Inc. (JNPR) • Lennox International Inc. (LII) • NCR Corporation (VYX) • NETGEAR, Inc. (NTGR) • Owens Corning (OC) • Pentair plc (PNR) • Watsco, Inc. (WSO) While the Committee considers peer group information provided by its independent consultant as part of its benchmarking analysis, it also refers to other available resources, including published compensation data from surveys, to fully understand competitive compensation practices in the external marketplace for executive talent. The Committee reviews the peer group benchmark data as one reference point in assessing to guide its compensation decisions, although actual compensation levels may vary based on the Committee’s consideration of other factors described below. Compensation Risk Assessment Management regularly reviews the potential for risks arising from our compensation programs. For 2023, the compensation risk assessment of our incentive compensation plans, performed under guidance of our independent executive compensation consultant, and reviewed by the audit firm serving as our internal auditors, identified no material risks created by any of our incentive programs. The analysis was reviewed by and discussed with the Committee at its December 2023 meeting. Elements of Compensation Overview The Committee has the primary authority to determine and approve the compensation of our NEOs. The Committee is charged with reviewing our executive compensation policies and practices annually to ensure that the total compensation paid to our NEOs is fair, reasonable, competitive to our peers and commensurate with the level of expertise and experience of our NEOs. The Committee reviews and approves the total amount of compensation for our NEOs and the allocation of total compensation among each of the components. The Committee’s decisions related to NEO compensation levels and mix for fiscal 2023 were determined principally on the following factors: • Individual and Company performance; • Each executive’s scope of responsibility and experience; • The judgment and general industry knowledge obtained through years of service with comparably-sized companies in our industry and other similar industries; and • Input about competitive market practices from our independent compensation consultant. The Company’s management team and human resources leadership worked closely with the Committee to analyze competitive market practices and effectively design and implement our executive compensation program. Our CEO regularly participates in Committee meetings and develops and provides recommendations to the Committee regarding the compensation for our NEOs (excluding himself) and the design of our incentive compensation programs. Our CEO and other NEOs are not present when their own compensation arrangements are discussed by the Committee. 2024 PROXY STATEMENT | 45 Resideo’s 2023 Executive Compensation Program We have designed both near- and long-term incentive (“LTI”) compensation packages that we believe are competitive and support the compensation objectives described above. The key elements of our compensation program for NEOs are set forth below. BASE SALARY • Salaries are competitive with median market practice for the individual’s role, taking into consideration individual performance, experience, scope of role relative to market benchmarks and other factors ANNUAL INCENTIVE PLAN approved by the Board • Our 2023 annual incentives were tied to achieving growth and profitability targets LONG-TERM INCENTIVES • Financial metrics for 2023 were net revenue, operating income margin, and cash flow from operating activities, which represented 100% of the target incentive opportunity • Target LTI values were granted to our NEOs through two equity instruments: • RSUs representing 40% of the total LTI value for our CEO, and 50% of the total LTI three years in equal, one-third value for other NEOs, vesting annually over installments; and • Performance share units (“PSUs”) representing 60% of the total LTI value for our the total LTI value for other NEOs, with potential payout the total CEO, and 50% of determined based on our total shareholder return measured against shareholder return of the companies in the S&P 600 Index (“rTSR”) The Committee approved a 2023 executive compensation program that reflects our business strategy and a strong pay-for-performance culture. Our rTSR-based PSUs will be earned based on our performance against that of the companies in the S&P 600 Index over a three-year performance period. The use of the S&P 600 Index for awards granted in February 2023 represented a change from prior years that used the S&P 400 Industrials index and was made to align with the index currently including Resideo stock. Our RSU awards further align the interests of our NEOs with our shareholders and provide a meaningful retention vehicle. 2023 Base Salary Base salaries provide a competitive level of fixed compensation for our NEOs, which are aligned with their roles and account for additional factors such as their level of experience and individual performance. The Committee considers competitive fixed cash compensation to be an important foundation of a competitive total compensation the Committee reviews the program that will both retain and motivate our executives. At competitiveness of base salaries relative to external benchmarks and considers changes, as appropriate, taking into consideration market data as well as factors specific to the Company, the compensation philosophy described above. For 2023, base salaries for NEOs were generally increased to reflect market-based increases of 3.0%, which align with increases provided to other employees in the United States. Mr. Huth was awarded a 12.7% base salary increase to recognize the significant expansion in his commercial responsibilities for the Products and Solutions segment in addition to his business development responsibilities, and Mr. Aarnes’ 5.0% salary increase was a market adjustment to better align his salary with competitive market data. Mr. Theodore did not receive a salary increase and transitioned to a non-executive role in December 2023. Fiscal 2023 annual base salaries for the NEOs, including any change from the prior year, are reflected below: including key elements of least annually, Name Title Jay Geldmacher President and Chief Executive Officer Anthony Trunzo Executive Vice President, Chief Financial Officer Robert Aarnes President, ADI Global Distribution Jeannine Lane Executive Vice President, General Counsel & Corporate Secretary $ 535,000 $ 551,000 Dana Huth Executive Vice President, Chief Revenue Officer Phillip Theodore President, Products & Solutions $ 465,750 $ 525,000 $ 569,250 $ 569,250 46 | 2024 PROXY STATEMENT 2022 Base Salary 2023 Base Salary Percent Increase $1,035,000 $1,066,000 $ 631,350 $ 650,300 $ 595,125 $ 624,900 3.0% 3.0% 5.0% 3.0% 12.7% 0.0% 2023 Annual Incentive Plan The fiscal 2023 annual incentive plan provided NEOs the opportunity to earn a cash bonus with a target set as a percent of the NEO’s base salary. The Committee set financial metrics that represented 100% of the target incentive opportunity. Under the 2023 annual incentive plan, our NEOs were eligible to receive a payout ranging from a threshold payment of 50% to a maximum of 200% of the target award allocated to the achievement of each financial metric. No bonus is paid if performance is below threshold. In determining the financial metrics used to set performance targets for the 2023 annual incentive compensation awards, our leadership team and the Committee considered, among other factors, the importance of a clear and direct link between our published financial results and awards under our annual incentive plan. To that end, for 2023, the Committee selected financial metrics, consisting of reported Net Revenue, Operating Income as a percentage of Net Revenue (“Operating Income Margin”), and Cash Flow from Operating Activities, adjusted for allowable impacts outlined in the annual incentive plan. The relative weighting of each financial metric and a definition of the metric is set forth below: Financial Metric Weighting Definition* Net Revenue 20% Total value of the products and services sold to our customers net of discounts and returns from continuing operations Operating Income Margin Cash Flow from Operating Activities (“CFFO”) 50% Represents the ratio of operating income to revenue 30% Represents cash flow from operating activities * The measures of Net Revenue and Operating Income Margin at the segment level are calculated consistent with the segment footnote reported in the Company’s Form 10-K for the year ended December 31, 2023. Further, the measure of CFFO at the segment level begins with operating profits, which excludes taxes, interest, and non-operating expenses. The annual incentive plan financial metrics for our NEOs, other than Messrs. Aarnes and Theodore, were based on Resideo’s consolidated results. The financial metrics for Mr. Aarnes’ annual incentive award were weighted 50% on the results of the ADI segment, and 50% on Resideo’s consolidated results. The financial metrics for Mr. Theodore’s annual incentive award were weighted 50% on the results of the Products and Solutions segment and 50% on Resideo’s consolidated results. In connection with setting the performance goals for the 2023 performance period, the Committee determined to measure revenue on a constant currency basis. The Committee also determined to adjust the financial measures for the results of businesses acquired and divested during 2023 and for restructuring and similar unusual events occurring during the year, as these items were not contemplated at the time the goals were originally determined. In certifying the level of performance achieved for 2023, in addition to adjusting for the impacts of foreign exchange rates and businesses acquired or divested during 2023, the Committee adjusted the revenue, operating income, and CFFO measures for unusual restructuring expenses and certain legal settlements. The effect of items resulted in an increase in revenue by $2 million, decrease in revenue of $25 million, and increase in revenue of $27 million for total Resideo, ADI, and P&S, respectively. Operating income margin increased by 80 bps, 40 bps, and 100 bps for total Resideo, ADI, and P&S, respectively. CFFO increased by $24 million, $4 million, and $12 million for total Resideo, ADI, and P&S, respectively. the adjustments for these unusual items consisting of 2024 PROXY STATEMENT | 47 Financial Performance* For the Period January 1, 2023 - December 31, 2023 Total Company Financial Metrics* (Weight) Threshold ($M) Goal ($M) Maximum ($M) Actual ($M) Financial Performance % of Goal Financial Performance Payout % Weighted Payout % Net Revenue (20%) $5,586 $6,374 - $6,769 $7,557 $6,270 Operating Income Margin (50%) 8.66% 10.5% - 11.14% 12.98% 9.5% 95% 88% 93% 74% Cash Flow from Operating Activities (30%) Total Company $ 170 $215 - $237 $ 283 $ 464 205% 200% 19% 37% 60% 116% Financial Performance* For the Period January 1, 2023 - December 31, 2023 ADI Global Distribution Financial Metrics (Weight) Threshold ($M) Goal ($M) Maximum ($M) Actual ($M) Financial Performance % of Goal Financial Performance Payout % Weighted Payout % Net Revenue (20%) $3,194 $ 3,645 - $3,871 $4,322 $3,562 Operating Income Margin (50%) 7.26% 8.81% - 9.35% 10.90% 7.9% 95% 87% 91% 72% Cash Flow from Operating Activities (30%) ADI Total Total Company $ 221 $ 279 - $309 $ 368 $ 279 95% 100% Weighted Total (50% ADI Total/50% Company Total) 18% 36% 30% 84% 116% 100% Financial Performance* For the Period January 1, 2023 - December 31, 2023 Products and Solutions Financial Metris* (Weight) Threshold ($M) Goal ($M) Maximum ($M) Actual ($M) Financial Performance % of Goal Financial Performance Payout % Weighted Payout % Net Revenue (20%) $2,391 $ 2,729 - $2,897 $3,235 $2,708 Operating Income Margin (50%) 16.49% 19.99% - 21.23% 24.73% 19.5% 96% 95% 97% 93% Cash Flow from Operating Activities (30%) Products and Solutions Total Total Company $ 386 $ 488 - $540 $ 643 $ 657 128% 200% Weighted Total (50% Products and Solutions Total/50% Company Total) * Actual results are reported at constant currency. 19% 47% 60% 126% 116% 121% To determine the actual 2023 annual incentive cash awards paid to each NEO pursuant to the annual incentive plan, the following formula was applied. The base salary amount used in the formula was the NEO’s 2023 base salary rate. Base Salary × Target Bonus Percentage × Financial Performance Payout Percentage = Annual Incentive Cash Award 48 | 2024 PROXY STATEMENT NEO Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phil Theodore 2023 Base Salary $ 1,066,000 $ $ $ $ $ 650,300 624,900 551,000 525,000 569,250 Bonus Target % Financial Performance Payout Percentage 150% 100% 100% 80% 80% 100% 116% 116% 100% 116% 116% 121% Annual Incentive Cash Award $ 1,854,840 $ $ $ $ $ 754,348 624,900 511,328 487,200 688,793 2023 Long-Term Incentives The goal of our LTI plan is to align the compensation of our executives with the interests of shareholders by encouraging sustained long- term improvement in operational and financial performance and long-term increase in shareholder value. LTI compensation also serves as a retention instrument and provides equity-building opportunities for executives. These equity awards are granted under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “2018 Stock Incentive Plan”). In determining the target award value for each executive, the Committee considers competitive long-term incentive award information among our peer group companies provided by the independent compensation consultant, taking into consideration the total value of all elements of compensation. Further, the Committee recognizes the importance of LTI awards in providing a compensation package that will motivate and retain Company executives. The table below shows the mix of annual LTI components for 2023: Performance Stock Units (PSUs) Restricted Stock Units (RSUs) Name Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore CEO (% of Total LTI) Other NEOs (% of Total LTI) 60% 40% 50% 50% 2023 LTI Award Target Value 2023 PSU Target Value 2023 RSU Target Value $8,000,000 $4,800,000 $3,200,000 $2,250,000 $1,125,000 $1,125,000 $2,200,000 $1,100,000 $1,100,000 $1,300,000 $ 650,000 $ 650,000 $1,300,000 $ 650,000 $ 650,000 $2,200,000 $1,100,000 $1,100,000 The number of shares awarded to each NEO for each component of the award is determined by dividing the target value by the average of the closing stock price of a share of the Company’s common stock on the three market trading days leading up to and including the grant date, rounded down to the nearest cent. 2023 RSUs The annual RSUs awarded in 2023 will vest ratably over a three-year period, with one-third of the shares vesting on each anniversary of the grant date, subject to the recipient being employed by the Company through each vesting date. 2024 PROXY STATEMENT | 49 2023 PSUs The PSUs granted in 2023 will vest based on an rTSR metric and will be earned by comparing our total shareholder return to the total shareholder return of other companies in the S&P 600 Index from January 1, 2023 through December 31, 2025. The threshold, target and maximum levels of rTSR achievement that correspond to the number of shares that will be earned are set forth below. Performance below the threshold level will result in no shares being paid. The arrangement is similar to PSUs awarded in 2021 and 2022, except that the comparator group used to determine a payout under 2023 PSU awards is the S&P 600 Index, as opposed to the S&P 400 Industrials Index used for prior awards. Threshold Target Maximum * Linear interpolations between points 2021 PSUs Percentile Rank Payout as percent of Target shares* 25th 55th 75th 50% 100% 200% December 31, 2023 marked the end of the three-year performance period for PSUs granted in February 2021. Those PSUs forfeited based on the ranking of Resideo’s total shareholder return (“TSR”) over the three-year period from January 1, 2021 through December 31, 2023 as compared to the TSR of the companies in the S&P 400 Industrials Index over the same period. The total shares that could be earned by an executive under these awards range from 50% of the target award for achievement of the minimum level of performance to a maximum of 200% of the target award. Based on Resideo achieving a TSR rank of 52 out of the 63 companies in the S&P 400 Industrials Index, which represents a 16th percentile ranking, the 2021 PSU awards achieved no payout of the award. Special Awards to Mr. Huth and Mr. Aarnes In December 2023, the Committee approved a grant of $250,000 in RSUs to Mr. Huth in recognition of his leadership role as he supports the transition of the President, Products and Solutions. The RSUs will vest in equal installments on December 7, 2024, and December 7, 2025. In February 2024, the Committee approved a grant of $5 million in RSUs to Mr. Aarnes in recognition of his strong leadership of ADI and the Company’s desire to retain him. The special RSU award vests 50% on each of the third and fourth anniversaries of the grant date. Unlike the standard annual RSU awards, the special RSU award does not provide for continued vesting in the event of Mr. Aarnes’ retirement. Other Components of Our Compensation Program Severance Plan Each of our NEOs participates in the Resideo Technologies, Inc. Severance Plan for Designated Officers (the “Severance Plan”). The Severance Plan addresses severance for our NEOs upon a termination following a change in control (“CIC”), considered a “double trigger”, and is intended to ensure the continued attention of our NEOs to their roles and responsibilities without the distraction that may arise from the possibility of a job loss concurrent with a CIC of the Company. In addition, the Severance Plan provides for severance payments and benefits that become payable if the employment of one of our NEOs is terminated by us without “cause” (as defined in the Severance Plan) subject to such individual signing and not revoking a release of claims. 50 | 2024 PROXY STATEMENT The Committee has adopted the Severance Plan to provide competitive post-employment compensation arrangements that promote the continued attention, dedication and continuity of the members of our senior management team, including our NEOs, and enable us to continue to recruit talented senior executive officers. The Committee intends to periodically review the severance available to our NEOs under the Severance Plan to ensure ongoing competitiveness and alignment with our overall compensation philosophy. In response to the shareholder proposal that received 50.3% support at our 2023 annual meeting, and informed by feedback from our shareholders during 2023, the Compensation Committee adopted an Executive Officer Cash Severance Policy providing the following: • We will not enter into or amend a severance arrangement to provide payment of cash severance benefits to an executive officer exceeding 2.99 times the sum of the executive officer’s annual base salary plus the executive officer’s target annual cash incentive award without presenting it for advisory ratification at the next regularly scheduled annual meeting of shareholders. The severance benefits provided to our NEOs are outlined in the Potential Payments Upon Termination or Change in Control Table found later in this Proxy Statement. Nonqualified Deferred Compensation Plan Executive officers (including the NEOs) may choose to participate in the Resideo Supplemental Savings Plan, a nonqualified deferred compensation plan that permits additional tax-deferred retirement savings options. The Resideo Supplemental Savings Plan has two components, the Deferred Incentive Program (“DIP”) and the Supplemental Savings Program (“SSP”). Executive officers can elect to defer up to 100% of their annual incentive award under the DIP component. In addition, under the SSP component, executive officers may also elect to defer eligible compensation that cannot be contributed to the Company’s 401(k) plan due to IRS limitations. The amounts contributed to the Supplemental Savings Plan are eligible for company matching credits, not to exceed 100% of the first 7% contributed combined between the SSP and the Company’s 401(k) plan. The participant account balances in the SSP are subject to gains and losses, based on the returns of the Fidelity® U.S. Bond Index Fund. Benefits and Perquisites Our NEOs are eligible to receive the same benefits as our salaried employees in the U.S. The Company and the Committee believe this approach is reasonable and consistent with the overall compensation objectives to attract and retain employees. These benefits include medical, dental, vision, disability insurance, a 401(k) plan and other plans and programs made available to other eligible employees in the U.S. Employee benefits. Perquisites are reviewed periodically to ensure that benefit levels remain competitive. Executive Annual Physical Program, Commuting and Relocation the Committee determined that all executive officers are encouraged to have an annual Starting in 2019, executive physical and would be eligible to participate in an executive annual physical program paid for by the Company. These physicals provide a more in-depth review of the health of our executive officers. In connection with his hire, the Committee approved Mr. Geldmacher receiving an annual physical up to $5,000 and the right to use a private jet for business and commuting purposes, including a full tax gross-up for such use. These additional benefits were approved for Mr. Geldmacher related to his health and safety. In 2023, no commuting expenses were incurred. Executive officers who are asked to relocate to a new work location are eligible to participate in the Company’s relocation program. The program includes reimbursement of various transition expenses, including for temporary living, house hunting and final move expenses, as well as a home sale assistance program and shipment of personal items, and a related tax gross-up payment. Beginning in February 2022, travel by Mr. Theodore as President, Products & Solutions, from his home in Tennessee to the Company’s headquarters in letter, which Scottsdale, AZ. Reimbursement of such costs aligned with Mr. Theodore’s original offer the Committee approved reimbursement of commuting costs for 2024 PROXY STATEMENT | 51 contemplated him remaining in Tennessee, avoided payment by the Company of relocation costs, and supported Mr. Theodore’s essential in-person interaction with other executive officers and employees. Executive Stock Ownership Guidelines The Committee believes that the interests of our executives, including our NEOs, will be more aligned with those of our shareholders, and our NEOs will more effectively pursue strategies that promote our shareholders’ long- term interests, if our executives hold substantial amounts of our stock. All of our executive officers, including our NEOs, are subject to minimum stock ownership guidelines that are administered by the Committee. Under these guidelines, our executive officers must hold shares of Resideo common stock or equivalents equal in value to the following multiples of their current base salary: CEO 6x Base Salary Other Executive Officers 3x Base Salary Our executive officers have five years from the date they become subject to the guidelines to meet the ownership requirement. Shares owned outright, unvested RSU awards and earned performance share awards are counted toward the ownership requirement. Shares may be sold during the accumulation period if satisfactory progress towards meeting the minimum requirement is demonstrated. As of December 31, 2023, all executive officers have met the minimum stock ownership requirement, except Tom Surran, who joined Resideo on December 5, 2023. Incentive Recoupment (“Clawback”) Policy In 2023, the Committee approved a revised Clawback policy to comply with the new NYSE listing standards. Under the policy, in the event the Company is required to prepare an accounting restatement, the Company will reasonably promptly recover any excess incentive-based compensation paid to our current and former executive officers based on any misstated financial reporting measure that was received during the three-year period preceding the date the Company is required to prepare the restatement. Hedging and Pledging Policy It is our policy that all of our directors, officers and employees are prohibited from engaging in short sales of Resideo securities and selling or purchasing puts or calls or otherwise trading in or writing options on Resideo securities and using certain financial instruments (including forward sale contracts, equity swaps, collars and exchange funds), holding securities in margin accounts or pledging Resideo securities as collateral, in each case, that are designed to hedge or offset any decrease in the market value of Resideo securities. Tax Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation paid to the CEO and other covered officers to $1 million in any taxable year. Thus, we generally will not be able to take a deduction for any compensation paid to our NEOs in excess of $1 million. While the Committee considers this limitation on tax deductibility, its decisions regarding executive compensation are determined based on the philosophy and factors described above. Compensation and Human Capital Management Committee Report The Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Committee recommended to the Compensation Discussion and Analysis be included in this Proxy Statement and the the Board that Company’s Form 10-K for the year ended December 31, 2023. This report is provided by the following independent members of the Board, who comprise the Committee: Sharon Wienbar (Chair) Nina Richardson Andrew Teich Kareem Yusuf 52 | 2024 PROXY STATEMENT Summary Compensation Table The following table sets forth information concerning the compensation awarded to, earned by or paid to our NEOs during 2023. Officer Name Position Year Base Salary ($) Bonus ($)(1) Stock Awards ($)(2) Option Awards ($)(3) Non-Equity Incentive Plan Compensation ($)(4) Changes in Pension Values and Non Qual. Deferred Comp Earnings ($)(5) All Other Compensation ($)(6) Total Compensation ($) Jay Geldmacher President & Chief Executive Officer 2023 1,057,654 1,548,634 10,743,018 — 1,854,840 2022 1,025,712 — 10,380,918 — 1,164,375 — — 3,464 15,207.609 4,403 12,575,407 2021 973,846 — 9,835,196 — 2,370,000 — 924,228 14,103,270 Anthony Trunzo EVP, Chief 2023 645,198 — 2,893,334 — 754,348 3,241 47,790 4,343,911 Financial Officer 2022 625,684 — 2,815,717 — 473,513 2021 603,462 — 2,799,719 — 963,800 — 245 46,496 3,961,409 40,956 4,408,182 Robert Aarnes Jeannine Lane Dana Huth President, ADI Global Distribution EVP, General Counsel & Corporate Secretary EVP, Chief Revenue Officer 2023 616,884 — 2,829,023 — 624,900 82,242 26,222 4,179,271 2022 589,784 — 2,753,100 — 579,057 91,869 22,706 4,036,516 2021 575,000 20,192 2,622,673 — 960,250 40,676 21,515 4,240,306 2023 546,692 — 1,671,680 — 511,328 318,764 30,546 3,079,010 2022 525,711 — 1,626,863 — 321,000 152,028 24,535 2,650,137 2021 486,923 18,173 1,180,196 — 632,000 86,503 22,911 2,426,706 2023 509,048 — 1,921,957 — 487,200 954 37,625 2,956,785 Phillip Theodore President, Products & Solutions 2023 569,250 — 2,829,023 — 688,793 2022 564,141 — 2,753,100 — 392,783 2021 530,385 — 2,294,821 1,153,050 869,000 — — — 63,808 4,150,874 46,352 3,756,377 19,785 4,867,041 (1) The amount for Mr. Geldmacher for 2023 represents payment of a cash bonus Mr. Geldmacher was awarded in connection with the commencement of his employment that would be paid on the third anniversary of his hire if he remained employed. The amount reflected for Mr. Aarnes and Ms. Lane in 2021 represent payments approximately equivalent to salary reductions taken from their pay in the first quarter of 2020 as part of cost cutting initiatives in response to the COVID-19 pandemic. Early in 2021, the Company elected to award these one-time bonuses following a review of the Company’s performance in fiscal year 2020. (2) Stock awards granted in 2023 consisted of RSU awards and PSU awards. The amounts reported in this column represent the aggregate grant date fair value of the RSU awards for fiscal years 2023, 2022, and 2021 and of the target level of the PSU awards for fiscal years 2023, 2022, and 2021. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718 utilizing the assumptions discussed in Note 8 of the Notes to the Financial Statements in the Company’s Form 10-K for the year ended December 31, 2023. The fair value of the RSUs is based on the average of the high and low prices for Resideo stock on the grant date. The value of the 2023 PSUs reflects the grant date fair value of the PSUs when granted in February 2023 of $29.89 per share based on the Monte Carlo simulation model assuming volatility of 63.37% and a risk-free interest rate of 4.24%. Included in the amount reported for Mr. Huth for 2023 is the grant date value of an additional grant of RSUs issued on December 7, 2023, as described in more detail in the 2023 Long- Term Incentives section above. 2024 PROXY STATEMENT | 53 The grant date fair value of the 2023 RSUs and the grant date fair value of the 2023 PSUs, if target performance and maximum performance is achieved, are as follows: Name Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore PSUs RSUs ($) Target ($) Maximum ($) 3,203,773 7,539,244 15,078,489 1,126,327 1,767,007 3,534,014 1,101,292 1,727,732 3,455,463 650,757 1,020,923 2,041,846 901,034 1,020,923 2,041,846 1,101,292 1,727,732 3,455,463 (3) The amounts reported in this column represent the aggregate grant date fair value of the option awards for fiscal year 2021. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718, utilizing the assumptions discussed in Note 8 of the Notes to the Financial Statements in the Company’s Form 10-K for the year ended December 31, 2023. (4) The amounts in this column represent the total 2023, 2022, and 2021 annual incentive payments, as applicable, made to the NEOs as described in more detail above in the “Compensation Discussion & Analysis – Elements of Compensation” section of this Proxy Statement. The amount shown was paid shortly after the end of the respective fiscal year. (5) The amounts in this column represent the aggregate change in the present value of each NEO’s accumulated benefit under the Company’s pension plans (as disclosed in the Pension Benefits table below). (6) The amounts reported in this column for 2023, 2022, and 2021 include costs for relocation benefits, including the cost of temporary housing, commuting costs, Company contributions under the 401(k) and deferred compensation plan, the imputed value of Company- provided life insurance, and costs for executive healthcare services. Name Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore 401(k) Company Contributions ($) Deferred Compensation Plan Company Contributions ($) All Other ($)(a)(b) — 22,500 22,500 22,500 22,500 22,500 — 23,298 — — 13,133 — 3,464 1,992 3,722 8,046 1,992 41,308 (a) (b) Includes costs for executive healthcare services and excess liability insurance premiums paid by the Company. Included in the amount reported for Mr. Theodore is $ 33,104 in commuting expenses from his home in Tennessee to the Company headquarters in Arizona, which were reimbursed by the Company during 2023. In addition to the reported amounts, Mr. Geldmacher’s spouse was permitted to accompany him when he used a private jet for business travel, for which there was no incremental cost. 54 | 2024 PROXY STATEMENT Grants of Plan-Based Awards — Fiscal Year 2023 The following table summarizes the grants of plan-based awards made to our NEOs during the fiscal year ended December 31, 2023. Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards Officer Name Award Type Grant Date Threshold ($)(1) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Grant Date Fair Value of Stock and Option Awards ($/sh.) All Other Stock Awards (#) Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore AIP(2) RSU(3) PSU(4) AIP(2) RSU(3) PSU(4) AIP(2) RSU(3) PSU(4) AIP(2) RSU(3) PSU(4) AIP(2) RSU(3) PSU(4) RSU(5) AIP(2) RSU(3) PSU(4) 02/14/2023 02/14/2023 02/14/2023 02/14/2023 02/14/2023 02/14/2023 02/14/2023 02/14/2023 02/14/2023 02/14/2023 12/07/2023 02/14/2023 02/14/2023 799,500 1,599,000 3,198,000 — — — — — — — — 168,155 3,203,773 — — — — — 325,150 650,300 1,300,600 — — — — — — 312,450 624,900 1,249,800 — — — — — — 220,400 440,800 881,600 — — — — — — 210,000 420,000 840,000 284,625 569,250 1,138,500 — — — — — — — 126,116 252,233 504,466 — — — — — — 29,558 59,117 118,234 — — — — — — 28,901 57,803 115,606 — — — — — — — — 7,539,244 — 59,117 1,126,327 — — 1,767 007 — 57,803 1,101,292 — — 1,727,732 — 34,156 650,757 17,078 34,156 68,312 — 1,020,923 — — — 34,156 650,757 17,078 34,156 68,312 — 1,020,923 — — — — — — 14,619 250,277 — — 57,803 1,101,292 28,901 57,803 115,606 — 1,727,732 (1) Represents the payment received for the minimum level of performance required to earn a payout under the plan for 2023. (2) Annual incentive plan (“AIP”) compensation awarded under the Resideo Bonus Plan for the 2023 performance year, which are paid in early 2024. (3) Annual RSUs granted under the Resideo 2018 Stock Incentive Plan, which will vest ratably on the first, second and third anniversaries of the grant date. See the Outstanding Equity Awards at 2023 Fiscal Year-End table below for further details on the equity awards listed above. The fair value of the RSUs reflected in the final column is based on the average of the high and low prices for Resideo stock on the grant date. (4) PSUs granted under the Resideo 2018 Stock Incentive Plan, which are subject to Resideo’s rTSR ranking against the companies in the S&P 600 Index for the period from January 1, 2023 through December 31, 2025 and will pay out in February 2026 if earned. The amounts in the Target column represent the number of shares earned at a ranking of the 55th percentile as compared to the companies in the S&P 600 Index. The amounts in the column labeled Threshold represent the total number of shares that would be earned if Resideo were to achieve a ranking of the 25th percentile. The amounts in the column labeled Maximum represent the total number of shares that would be earned if Resideo were to achieve a ranking of the 75th percentile or above. The fair value reflected in the final column is calculated in accordance with the provisions of FASB ASC Topic 718 as described in footnote 2 to the Summary Compensation Table above. (5) Additional RSU award granted under the Resideo 2018 Stock Incentive Plan, which will vest in equal increments on December 7, 2024, and December 7, 2025. The fair value of the RSUs reflected in the final column is based on the average of the high and low prices for Resideo stock on the grant date. Certain Terms of Equity Awards Dividend equivalents may be earned on the RSU and PSU awards, however they will be subject to the same vesting and forfeiture provisions that apply to the underlying award to which they relate. The Company has not paid dividends since becoming an independent public company. If an award recipient breaches certain non-competition or non-solicitation obligations, the recipient’s unvested units will be forfeited, and certain shares issued in settlement of units that have already vested must be returned to the Company or the recipient must pay the Company the amount of the shares’ fair market value as of the date they were issued. The impact of a termination of employment or change in control of our Company on option, RSU and PSU awards held by our NEOs is described and quantified in the “Potential Payments Upon Termination or Change in Control” section below. All stock awards granted to the NEOs shown in the table above were granted under the 2018 Stock Incentive Plan and are governed by and subject to the terms and conditions of the plan and the relevant award agreements. 2024 PROXY STATEMENT | 55 Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes information regarding outstanding equity awards held by our NEOs as of December 31, 2023. Option Awards Stock Awards Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Price ($) Unexercised Option Expiration Date Grant Date Notes Number of Shares or Units of Stock That Have Not Vested (#) Market Value* of Shares or Units That Have Not Vested ($) 5/28/2020 2/18/2021 2/9/2022 2/9/2022 2/14/2023 2/14/2023 Total 6/8/2020 6/8/2020 2/18/2021 2/9/2022 2/9/2022 2/14/2023 2/14/2023 Total 2/11/2019 2/20/2020 12/14/2020 2/18/2021 2/9/2022 2/9/2022 2/14/2023 2/14/2023 Total 2/11/2019 2/20/2020 2/18/2021 2/9/2022 2/9/2022 2/14/2023 2/14/2023 Total 9/14/2021 2/9/2022 2/9/2022 2/14/2023 2/14/2023 12/7/2023 Total 6/1/2020 2/18/2021 9/28/2021 2/9/2022 2/9/2022 2/14/2023 2/14/2023 Total (1) (2) (3) (4) (5) (6) (7) (8) (2) (3) (4) (5) (6) (9) (10) (11) (2) (3) (4) (5) (6) (9) (10) (2) (3) (4) (5) (6) (12) (3) (4) (5) (6) (13) (14) (2) (15) (3) (4) (5) (6) 237,035 — — — — — 237,035 111,078 — — — — — — 111,078 68,829 184,989 — — — — — — 253,818 35,398 76,109 — — — — — 111,507 — — — — — — — 85,185 — — — — — — 85,185 6.63 — — — — — — — — — — — — — 9.86 — — — — — — — — — — — — — — — — 24.39 — 10.27 — — — — — — — — — — — — — — — 24.39 — 10.27 — — — — — — — — — — — — — — — — — — — — — — — — — — 6.97 — — — 25.48 150,000 — — — — — — — — — 150,000 6/7/2027 — — 5/27/2027 891,089 47,348 — 1,648,162 87,575 — 3,708,368 — 197,044 3,164,677 — 168,155 — 252,233 4,747,025 — 752,355 14,159,321 — — 2,823,000 — 150,000 253,656 13,478 — 579,430 30,788 — 869,145 46,182 — 1,112,582 59,117 — 1,112,582 — 59,117 6,750,395 — 358,682 — — 2/10/2026 — — 2/19/2027 941,000 50,000 — 237,621 12,626 — 566,538 30,103 — 849,817 45,155 — 1,087,852 57,803 — 1,087,852 — 57,803 4,770,682 — 253,490 — — 2/10/2026 — — 2/19/2027 106,935 5,682 — 334,789 17,789 — 502,174 26,683 — 642,816 34,156 — 642,816 — 34,156 2,229,530 — 118,466 395,220 21,000 — 334,789 17,789 — 502,174 26,683 — 642,816 34,156 — 642,816 34,156 — 275,130 — 14,619 2,792,944 — 148,403 — — 5/31/2027 207,923 11,048 — — — 9/27/2028 566,538 30,103 — 849,817 45,155 — 1,087,852 57,803 — 1,087,852 — 57,803 3,799,984 — 201,912 Officer Name Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore 56 | 2024 PROXY STATEMENT * (1) (2) Based on the closing stock price for Resideo stock on December 31, 2023 ($18.82). These non-qualified stock options were granted May 28, 2020 and are fully vested. These RSUs will vest in full on February 18, 2024. (3) Of these remaining RSUs, one-half vested on February 9, 2024 and one-half will vest on February 9, 2025. (4) (5) (6) (7) (8) (9) These PSUs were awarded on February 9, 2022 and can be earned after the end of the three-year performance period ending on December 31, 2024. The number of PSUs that the NEO will receive is dependent upon the ranking of our rTSR as compared to the TSR of the companies in the S&P 400 Industrials Index. The number of PSUs shown is the target number of shares that can be earned. These RSUs will vest in equal installments on February 14, 2024, February 14, 2025, and February 14, 2026. These PSUs were awarded on February 14, 2023 and can be earned after the end of the three-year performance period ending on December 31, 2025. The number of PSUs that the NEO will receive is dependent upon the ranking of our rTSR as compared to the TSR of the companies in the S&P 600 Index. The number of PSUs shown is the target number of shares that can be earned. These non-qualified stock options were granted June 8, 2020 and are fully vested. These RSUs will vest in full on June 8, 2024. These non-qualified stock options were granted February 11, 2019, and are fully vested. (10) These non-qualified stock options were granted on February 20, 2020, and are fully vested. (11) These RSUs will vest in full on December 14, 2025. (12) These RSUs will vest in full on September 14, 2024. (13) These RSUs will vest in equal installments on December 7, 2024, and December 7, 2025. (14) These non-qualified stock options were granted on June 1, 2020, and are fully vested. (15) These non-qualified stock options were granted on September 28, 2021, and will vest in full on September 28, 2024. Option Exercises and Stock Vested — Fiscal Year 2023 The following table summarizes information regarding stock options exercised by the NEOs during the fiscal year ended December 31, 2023 and RSU and PSU awards that vested during that same period. Officer Name Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore Option Awards Stock Awards # of Shares Acquired on Exercise (#) — — — — — — Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#)(1) Value Realized on Vesting ($)(2) — — — — — — 284,714 262,998 43,017 19,327 29,894 31,775 4,970 695 4,657,274 821,955 374,111 504,916 594,754 (1) Represents the total number of RSUs that vested during 2023 and, in the case of Mr. Geldmacher and Mr. Trunzo, includes the number of shares that vested pursuant to PSUs for the 2020-2022 performance period which vested and were paid in May and June 2023, respectively, in all cases before share withholding for taxes. PSUs granted in 2021 did not achieve a payment for the performance period ended December 31, 2023. (2) Represents the total value of RSUs and PSUs (where applicable) at the vesting date calculated as the average of the high and low prices for Resideo stock on the applicable day of vesting multiplied by the total number of RSUs and PSUs that vested. The individual totals may include multiple vesting transactions during the year. Pension Benefits The following table provides summary information and related disclosures provide information regarding benefits under the Resideo Technologies Inc. Pension Plan (“RPP”) and the Resideo Supplemental Pension Plan (“SPP”), a nonqualified plan. The RPP and SPP provide pension benefits only to those employees who previously participated in the Honeywell pension plans prior to the Spin-Off. Accordingly, the only NEOs who participate in the RPP and SPP are Mr. Aarnes and Ms. Lane. The RPP and SPP benefits depend on the length of each NEO’s employment with the Company and certain predecessor companies. This information is provided in the table below under the column entitled “Number of 2024 PROXY STATEMENT | 57 Years of Credited Service.” A participant’s credited service is generally equal to his or her period of employment with the Company or an affiliate (or, for periods prior to October 29, 2018, Honeywell International Inc. or a Honeywell affiliate), excluding periods of employment when the participant was not eligible to participate in the RPP or a predecessor Honeywell plan. The column in the table below entitled “Present Value of Accumulated Benefits” represents a financial calculation that estimates the cash value today of the full pension benefit that has been earned by each NEO. It is based on various assumptions, including assumptions about how long each NEO will live and future interest rates. Additional details about the pension benefits for each NEO follow the table. Officer Name Robert Aarnes Jeannine Lane Plan Names Resideo Technologies Inc. Pension Plan (Qualified component) Resideo Technologies Inc. Supplemental Pension Plan (Non-Qualified component) Total Resideo Technologies Inc. Pension Plan (Qualified component) Resideo Technologies Inc. Supplemental Pension Plan (Non-Qualified component) Total Summary Information Number of Years of Credited Service (#) Present Value of Accumulated Benefits ($) Payments During Last Fiscal Year ($) Early Retirement Eligible? Yes Yes 11.0 11.0 29.3 29.3 98,193 263,390 361,584 524,496 952,453 1,476,949 — — — — — — • The RPP is a tax-qualified pension plan in which employees who were participants in the Honeywell pension plans prior to the Spin-Off participate. • The RPP complies with tax requirements applicable to broad-based pension plans, which impose dollar limits on the compensation that can be used to calculate benefits and on the amount of benefits that can be provided. As a result, the pensions that can be paid under the RPP for higher-paid employees represent a much smaller fraction of current income than the pensions that can be paid to less highly paid employees. We make up for this difference, in part, by providing supplemental pensions through the SPP. Pension Benefit Calculation Formulas Within the RPP and the SPP, a variety of formulas are used to determine pension benefits. Different benefit formulas apply for different groups of employees for historical reasons (e.g., past acquisitions by a predecessor company) and the differences in the benefit formulas for our NEOs reflect this history. • The Retirement Earnings Plan (“REP”) formula is used to determine the amount of pension benefits for each of our NEOs under the RPP and the SPP. Under this formula, benefits are paid as a lump sum equal to (a) 3% or 6% of final average compensation (the average of a participant’s annual compensation for the five calendar years that produces the highest average out of the previous 10 calendar years) multiplied by (b) credited service. For each pension benefit calculation formula, compensation includes base pay, short-term incentive compensation, payroll-based rewards and recognition and lump-sum incentives. The amount of compensation taken into account under the RPP is limited by tax rules. The amount of compensation taken into account under the SPP is not. The table below describes which formulas are applicable to our participating NEOs. NAME Mr. Aarnes Ms. Lane DESCRIPTION OF PENSION BENEFITS/FORMULA • Mr. Aarnes’ pension benefits under the RPP and the SPP are determined under the 3% REP formula. • Ms. Lane’s pension benefits under the RPP and the SPP are determined under the 6% REP formula. 58 | 2024 PROXY STATEMENT Nonqualified Deferred Compensation Officer Name Anthony Trunzo Jeannine Lane Dana Huth Executive Contributions in 2023 ($)(1) Registrant Contributions in 2023 ($)(2) Aggregate Earnings in 2023 ($)(3) Aggregate Withdrawals and Distributions in 2023 ($) Aggregate Balance at the End of Fiscal Year 2023 ($)(4) 46,135 23,298 — — 15,809 11,810 3,241 1,647 954 — — — 138,045 57,482 42,027 (1) The amounts in this column were contributed by the NEO into his or her account under the deferred compensation plan, which includes amounts reflected in the “Base Salary” column of the Summary Compensation Table. (2) The amounts in this column are contributions made to the NEOs account in 2024 for the 2023 calendar year. (3) The amounts in this column represent changes in the NEO’s account balance, including dividends and interest, during 2023. (4) Of the balance shown, the following amounts were reported in the Summary Compensation Table for 2023: Mr. Trunzo - $23,298 and Mr. Huth - $11,810; and the following amounts were reported in the Summary Compensation Table for years prior to 2023: in 2022, Mr. Trunzo - $45,177; and - in 2021, Mr. Trunzo - $24,120 and Ms. Lane - $62,624. All deferred compensation amounts are unfunded and unsecured obligations of the Company and are subject to the same risks as any of the Company’s general obligations. Resideo Supplemental Savings Plan The Resideo Supplemental Savings Program (“RSSP”) is a nonqualified deferred compensation plan that allows eligible Resideo employees, including the NEOs, to save additional amounts in excess of what is allowed under the Company’s tax-qualified 401(k) plan due to the annual deferral and compensation limits imposed by the Internal Revenue Code. The RSSP has two components, the Deferred Incentive Program (“DIP”) and the Supplemental Savings Program (“SSP”). Executive officers can elect to defer up to 100% of their annual bonus awards under the DIP component. to defer eligible In addition, executive officers may also participate in the SSP component compensation that cannot be contributed to the Company’s 401(k) savings plan due to IRS limitations. The amounts contributed to the SSP component are eligible for matching contributions not to exceed 100% of the first 7% contributed combined between the SSP and the 401(k) plan. Matching contributions are always vested. Interest Rate. All funds are invested in the Fidelity U.S. Bond Index Fund, and participant accounts are credited with interest based on the fund’s performance. Matching contributions are also treated as invested in Fidelity U.S. Bond Index Fund. Distribution. Amounts transferred from the Honeywell Supplemental Savings Plan or Honeywell Deferred Incentive Plan to the RSSP will follow the same distribution options as applied under the Honeywell plan. For deferrals to the RSSP that started in 2019 or later years, payments will commence at the earlier of the participant’s separation from service, death or the in-service distribution date elected by the participant. Amounts will be paid to participants in a lump sum or installment payments, for payments triggered by separation from service or an in-service distribution at the election of the participant. Participant RSSP accounts are distributed in cash only. Participants can make different payment elections under the SSP and the DIP components of the RSSP. Compensatory Arrangements with NEOs We are party to offer letters with our CEO and CFO, and a transition letter agreement with Mr. Theodore, the material terms of which are summarized below. The summary below excludes payments and benefits generally available to all executive officers under the terms of the Company’s equity award agreements that are described above. We do not have any individual compensatory arrangements with the other NEOs. Offer Letter with Jay Geldmacher, President and Chief Executive Officer The Company entered into an offer letter with Mr. Geldmacher, effective May 28, 2020, in connection with his appointment as President and Chief Executive Officer. Pursuant to the letter agreement, Mr. Geldmacher is 2024 PROXY STATEMENT | 59 eligible to receive an annual base salary of $900,000, subject to annual adjustment. Mr. Geldmacher has a target annual incentive compensation opportunity equal to 150% of his annual base salary, with a maximum opportunity of no less than 200%. In 2020, Mr. Geldmacher was granted a pro-rated long-term incentive award valued at $3,097,000 at target, 10% of which value was granted as time-based RSUs, 15% as stock options and 25% as performance-based RSUs, all of which were eligible to vest on the third anniversary of the grant date, and the remaining 50% was granted as a cash bonus payable following the third anniversary of if Mr. Geldmacher remains employed; provided that Mr. Geldmacher would receive a pro-rated payout of the cash bonus if his employment terminated due to death, disability, termination without cause or resignation for good reason, which cash bonus was paid in 2023. In the event of a change in control, all of Mr. Geldmacher’s equity awards will vest in full in the event they are not assumed in such change in control or if his employment is terminated without cause or for good reason within 24 months following such change in control. the grant Mr. Geldmacher will be eligible for severance benefits under the Resideo Technologies, Inc. Severance Plan for Designated Officers (the “Severance Plan”); provided, that Mr. Geldmacher will also be eligible to receive severance benefits in the event he resigns for good reason. Good reason is defined as Mr. Geldmacher not serving as the most senior executive of the Company or reporting directly and exclusively to the Board, assignment to Mr. Geldmacher of duties materially inconsistent with his position, any material diminution of his position, authority, duties or responsibilities, any reduction in annual base salary or target annual incentive opportunity from the amounts in the offer letter, requiring Mr. Geldmacher to be based at any office or location greater than 25 miles away from the Company’s headquarters or any material breach of the offer letter by the Company. In addition to participating in the Company’s benefits for other employees and executives, Mr. Geldmacher will receive (i) an executive physical benefit valued at up to $5,000 annually, and (ii) the right to use a private jet for business and commuting purposes, including a full tax gross-up for any income taxes on such use. In July 2021, in connection with a determination that we would relocate our corporate headquarters, the Compensation Committee approved an amendment to Mr. Geldmacher’s offer letter to increase his temporary housing allowance, in excess of the company’s standard benefits, to $125,000 and to remove the time limitation on such benefits. Offer Letter with Anthony Trunzo, Executive Vice President, Chief Financial Officer The Company entered into an offer letter with Mr. Trunzo on May 22, 2020, in connection with Mr. Trunzo’s appointment as Executive Vice President, Chief Financial Officer effective June 8, 2020. Pursuant to the terms of the offer letter, Mr. Trunzo is eligible to receive an annual base salary of $585,000, subject to annual adjustment. Mr. Trunzo has a target annual incentive compensation opportunity equal to 90% of his annual base salary. In 2020, Mr. Trunzo was granted a long-term incentive award valued at $1,131,148 at target, 20% of which value was granted as time-based RSUs, 30% as stock options and 50% as performance-based RSUs, subject to the same customary vesting terms for the Company’s equity awards for other executive officers. Mr. Trunzo received a sign-on equity award of 300,000 RSUs that vested as to one-half of such shares on the third anniversary of the date of grant and will vest as to the remaining shares on the fourth anniversary of the date of grant. Mr. Trunzo will be eligible for the Severance Plan; provided that Mr. Trunzo will also be eligible to receive severance benefits in the event he resigns for good reason. Pursuant to the letter agreement, good reason is defined as assignment to Mr. Trunzo of duties materially inconsistent with his position, any material diminution of his position, authority, duties or responsibilities, any reduction in annual base salary or target annual incentive opportunity from the amounts in the offer letter or any material breach of the offer letter by the Company. Letter Agreement with Phillip Theodore for Transition to Role as Senior Vice President, Executive Advisor In connection with Mr. Theodore’s change in position from President, Products & Solutions to Senior Vice President, Executive Advisor, a non-executive officer position, on December 5, 2023, the Committee approved certain compensatory arrangements for Mr. Theodore for his service in his new role, which include maintaining his annual base salary of $569,250 and his target annual incentive compensation opportunity equal to 100% of his annual base salary and extending Mr. Theodore’s participation in the executive-level excess liability insurance and executive physical programs while in his new role. The Committee also approved the following additional severance benefits in the event Mr. Theodore’s employment is terminated without cause within 12 months following his transition to his 60 | 2024 PROXY STATEMENT new position, and subject to his compliance with certain restrictive covenants: (i) continued eligibility for 18 months of to the Company’s Severance Pay Plan for Designated Executive Employees of salary continuation pursuant Resideo Technologies, Inc., (ii) continued vesting of any unvested stock options from the grant he received September 28, 2021 and (iii) an extension of the expiration date for all stock options granted to him on September 28, 2021 to September 27, 2028. Potential Payments Upon Termination or Change in Control Overview This section describes the benefits payable to our NEOs in two circumstances: • Termination of employment • Change in Control (“CIC”) Officer Severance Plan These benefits are determined primarily under our Resideo Technologies, Inc. Severance Plan for Designated Officers (the “Severance Plan”), which our Committee approved in November 2018 and has been periodically reviewed and benchmarked against severance practices of companies in our approved compensation peer group. The Committee strongly believes that our severance benefits are generally in line with current market practices and are particularly important as we do not maintain employment agreements with our NEOs. Benefits provided under the Severance Plan are conditioned on the executive executing a full release of claims and compliance with certain non-competition and non-solicitation covenants in favor of the Company. The right to continued severance benefits under the plan ceases in the event of a violation of such covenants. In addition, we have the right to recover certain severance benefits already paid to any executive who violates such restrictive covenants. In addition to the Severance Plan, several of our other benefits plans, such as our Annual Incentive Compensation Plan, also have provisions that impact these benefits. These benefits ensure that our executives are motivated primarily by the needs of the businesses for which they are responsible, rather than circumstances that are outside the ordinary course of business, i.e., circumstances that might lead to the termination of an executive’s employment or that might lead to a CIC of the Company. Generally, this is achieved by assuring our NEOs that they will receive a level of continued compensation if their employment is adversely affected in these circumstances, subject to certain conditions. We believe that these benefits help ensure that affected executives act in the best interests of our shareholders, even if such actions are otherwise contrary to their personal interests. This is critical because these are circumstances in which the actions of our NEOs may have a material impact upon our shareholders. Accordingly, we set the level and terms of these benefits in a way that we believe is necessary to obtain the desired results. The level of benefit and the rights to benefits are determined by the type of termination event, as described below. In the case of a CIC, severance benefits under the Severance Plan are payable only in the event that both parts of the “double trigger” are satisfied. That is, (i) there must be a CIC of our Company, and (ii)(A) the NEO must be involuntarily terminated other than for cause, or (B) the NEO must initiate the termination of his own employment for good reason. Similarly, our 2018 Stock Incentive Plan does not offer single-trigger vesting of equity awards that are assumed or replaced by an acquirer upon a CIC. Equity Awards Death and Disability – In the case of a recipient’s death or disability, vesting of options and RSUs accelerates in full and a pro rata portion of the PSUs will vest and settle if, and to the extent of, Resideo’s actual achievement of the performance measures during the performance period. The options remain exercisable until the earlier of three years after termination or the original expiration date. Involuntary Termination Without Cause – If an executive officer is subject to an involuntary termination without cause by Resideo, a pro rata portion of his or her options and RSUs will vest immediately upon termination, and a pro rata portion of the PSUs will vest and settle if, and to the extent of, Resideo’s actual achievement of the performance measures during the performance period. The options will remain exercisable until the earlier of one year after termination or the original expiration date. 2024 PROXY STATEMENT | 61 Voluntary Resignation – If a recipient resigns voluntarily from the Company (other than as a Retirement as described below), he or she will forfeit any unvested options, RSUs and PSUs, and will have 30 days to exercise any then-vested options. Retirement – Equity awards generally provide that an award recipient is retirement eligible if he or she is age 55 years or older, has at least 10 years of service to Resideo and also has provided Resideo with at least 6 months’ prior notice that he or she is considering retirement. If an NEO is retirement eligible, his or her employment with Resideo ends as a result of retirement and he or she accepts certain post-employment conditions, RSU awards and options will continue to vest in accordance with the original vesting schedule (and options shall remain exercisable until the earlier of their original expiration date and three (3) years after retirement) and the PSU awards will vest on a pro-rata basis, based on actual performance as measured at the end of the performance period. “Double Trigger” Change in Control – In the event of an involuntary termination or termination for good reason within 24 months of a CIC, all unvested options and RSUs will vest in full. In 2022, the Committee approved a change in terms for both outstanding and new PSUs to provide that in the event of an involuntary termination or termination for good reason within 24 months of a CIC, the PSUs will vest in full (i) if the CIC occurs after the end of the performance period, based on actual results and (ii) if the CIC occurs during the performance period, based on target. If the surviving entity in the CIC does not continue, assume, or replace the awards, the options and RSU awards will vest in full immediately, and assuming the performance period has not been completed, the PSU awards will vest in full based on target performance. Pension and Non-Qualified Deferred Compensation Pension and non-qualified deferred compensation benefits, which are described elsewhere in this Proxy Statement, are not included in the table below in accordance with the applicable proxy statement disclosure requirements, even though they may become payable at the times specified in the table. If an executive who participates in the RSSP terminates employment with Resideo, the balance of that executive’s SSP or DIP account will be paid to the executive in June of the year following his or her termination. Similarly, if an executive who is a participant in the RPP or the SPP described above terminates employment, the executive’s balance in the pension plan will be paid to the executive 105 days after his or her termination date. The following table summarizes estimated payments and benefits to which our NEOs would be entitled upon the hypothetical occurrence of various termination scenarios or a CIC. The information in the table below is based on the assumption, in each case, that the termination of employment occurred on December 31, 2023. None of these termination benefits are payable to NEOs who voluntarily resign (other than voluntary resignations for good reason as specified or certain qualifying retirements) or whose employment is terminated by us for cause. 62 | 2024 PROXY STATEMENT Termination by the Company Without Cause ($)(A) Named Executive Officer Jay Geldmacher 2,132,000 Death ($) Disability ($) Change-in-Control– No Termination of Employment ($) Change-in-Control– Termination of Employment by Company, Without Cause, by NEO for Good Reason ($) Payments and Benefits Cash Severance(1) (Base Salary) Annual Incentive Compensation(2)(3) –Year of Termination Outstanding Equity Awards(4) Benefits(5) Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore Jay Geldmacher Anthony Trunzo Robert Aarnes Jeannine Lane Dana Huth Phillip Theodore 975,450 937,350 826,500 787,500 853,875 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 16,832,608 16,832,608 — — — — — 15,381 23,314 23,314 13,343 22,229 18,471 7,511,382 7,511,382 5,483,546 5,483,546 2,550,317 2,550,317 2,792,944 2,792,944 4,423,735 4,423,735 — — — — — — — — — — — — Total Jay Geldmacher 2,147,381 16,832,608 16,832,608 Anthony Trunzo 998,764 7,511,382 7,511,382 Robert Aarnes Jeannine Lane Dana Huth 960,664 5,483,546 5,483,546 839,843 2,550,317 2,550,317 809,729 2,792,944 2,792,944 Phillip Theodore 872,346 4,423,735 4,423,735 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,132,000 1,300,600 1,249,800 1,102,000 1,050,000 1,138,500 3,198,000 1,300,600 1,249,800 881,600 840,000 1,138,500 16,832,608 7,511,382 5,483,546 2,550,317 2,792,944 4,423,735 15,381 31,086 31,086 17,791 29,639 24,628 22,177,989 10,143,668 8,014,231 4,551,708 4,712,583 6,725,363 2024 PROXY STATEMENT | 63 The amounts reflected in the first column related to involuntary termination unrelated to a CIC, as well as the final two columns specific to circumstances following a CIC, are based on the provisions of the Severance Plan, and the provisions of the 2018 Stock Incentive Plan. (A) Pursuant to their offer letters, Messrs. Geldmacher and Trunzo are also entitled to receive the same severance benefits set forth here for termination by the Company without cause if they terminate their employment for good reason as defined in their offer letters. See “Compensatory Arrangements with NEOs” above for additional information. (1) Severance amounts in the event of involuntary termination not related to a CIC represent a cash payment equal to 24 months of annual base salary for Mr. Geldmacher and 18 months of annual base salary for the other NEOs. Severance amounts related to an involuntary termination or termination for good reason related to a CIC represent a cash payment equal to 24 months of annual base salary, based on the highest base salary paid during the preceding 36 months, as well as two times the NEO’s annual incentive calculated based on the greater of the average annual incentive target for the preceding 3 years or the NEO’s current target annual incentive compensation. In addition to the severance benefits reported in the table, pursuant to a letter agreement between the Company and Mr. Theodore described above, if Mr. Theodore’s employment is involuntarily terminated without cause before December 5, 2024, and subject to his compliance with certain restrictive covenants, Mr. Theodore would also be entitled to ((i) continued vesting of any unvested stock options from the grant he received September 28, 2021 and (ii) an extension of the expiration date for all stock options granted to him on September 28, 2021 to September 27, 2028. (2) No severance amounts for the year of termination are reported for an involuntary termination without cause unrelated to a CIC; however, in the limited circumstance such termination occurs in connection with a reduction-in-force between December 31, 2023 and the payment date, the NEO would be entitled to receive the payout if the NEO signs a release. (3) In addition to the amounts reflected in the final column, if an NEO is terminated without cause in situations following a CIC, the NEO will also be entitled to a pro-rated Annual Incentive Award for the period of employment during the year of termination. (4) Amounts represent the intrinsic value of RSUs and PSUs as of December 31, 2023 for which the vesting would be accelerated pursuant to the award terms described above. The value included for RSUs and PSUs is the product of the number of units for which vesting would be accelerated and $18.82, the closing price of Resideo common stock on December 31, 2023. (5) The amounts reflected represent the Company’s cost for continuation of benefits, such as medical, dental, vision and life insurance, for the Salary Continuation Period as defined under the Severance Plan. CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the individual identified as our median paid employee and the annual total compensation of Mr. Jay Geldmacher, our President and Chief Executive Officer (the CEO). For 2023, our last completed fiscal year: • • the annual total compensation of our median employee was $36,813; and the annual total compensation of our CEO as reported in the Summary Compensation Table of this proxy statement on page 53 was $15,207,609. Based on this information, for 2023, the ratio of the annual total annualized compensation of Mr. Geldmacher, our CEO, to the annual total compensation of the median employee was estimated to be 413 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. To identify our median employee for 2023, we considered our global population as of October 1, 2023 (the “Measurement Date”). As of the Measurement Date, our total global employee population (excluding our CEO) consisted of approximately 14,315 individuals. Total U.S. Employees Total Non-U.S. Employees Total Global Workforce 3,288 11,027 14,315 (no exemptions utilized) To identify the “median employee” from our total global employee population (excluding our CEO), we aggregated annual total base salary and actual incentive awards paid during 2023, including bonuses and commissions. We also annualized the compensation of all newly hired permanent employees who were employed on the measurement date, for the 12-month period ending December 31, 2023, as permitted under SEC rules. All non-U.S. pay components were converted to U.S. dollars using the same currency exchange rates in effect in our financial records at October 1, 2023. 64 | 2024 PROXY STATEMENT Once we identified the median employee, we determined the median employee’s total compensation by applying the same rules required to report NEO compensation on the Summary Compensation Table. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. 2024 PROXY STATEMENT | 65 Pay Versus Performance Under the rules of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the information below to illustrate the relationship between the SEC-defined compensation actually paid (“CAP”) and various measures used to gauge the Company’s financial performance in conformance with Item 402(v) of Regulation S-K. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation shown in the Summary Compensation Table on page 53 and CEO and other NEO performance year compensation tables shown on pages 48 and 49, respectively. See below for a reconciliation of the total compensation shown in the Summary Compensation Table to CAP. Resideo’s Compensation and Human Capital Management Committee makes executive compensation decisions independent of SEC disclosure requirements and reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance. See “Compensation Discussion and Analysis” above for a discussion of our decision-making process. Pay vs Performance Table Year 2023 2022 2021 Summary Compensation Table Total for First CEO (CEO 1) Summary Compensation Table Total for Second CEO(2)(3) (CEO 2) Compensation Actually Paid to First CEO (CEO 1) Compensation Actually Paid to Second CEO(2)(3) (CEO 2) Average Summary Compensation Table Total for Non-CEO NEOs Average Compensation Actually Paid for Non-CEO NEOs(2)(3) Value of Fixed $100 Investment Based on: Total Shareholder Return(4) S&P 600 Total Shareholder Return(5) Net Income Operating Income Margin(6) — $15,207,609 — $ 15,077,967 $ 3,741,970 $ 4,017,606 — $12,575,407 — ($ 3,523,691) $ 3,610,970 ($ 1,990,076) — $14,103,270 — $ 16,023,137 $ 3,977,809 $ 5,726,287 2020 $ 3,906,587 $ 4,697,966 $ 3,659,863 $ 12,432,207 $ 3,191,673 $ 6,198,341 $ 158 $ 138 $ 218 $ 178 $ 129 $210,000,000 9.60% $ 113 $283,000,000 10.48% $ 137 $242,000,000 $ 110 $ 37,000,000 9.84% 9.70% (1) Resideo’s first chief executive officer for fiscal 2020 was Michael Nefkens. Resideo’s second chief executive officer for fiscal 2020 through fiscal 2023 was Jay Geldmacher. Resideo’s other, non-CEO, NEOs for fiscal 2020 were Anthony Trunzo, Stephen Kelly, Robert Aarnes, Jeannine Lane, Robert Ryder, Michael Flink, and Sachin Sankpal. Resideo’s other, non-CEO, NEOs for fiscal 2021 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Travis Merrill. Resideo’s other, non-CEO, NEOs for fiscal 2022 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Jeannine Lane. Resideo’s other, non-CEO, NEOs for fiscal 2023 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, Jeannine Lane, and Dana Huth. 66 | 2024 PROXY STATEMENT (2) The table below reconciles Total Compensation from the Summary Compensation Table to CAP to our CEOs and Non-CEO NEOs (averaged): Compensation Actually Paid Calculation Detail Compensation Element SCT Reported Total Compensation (i) Aggregate SCT Reported Equity Compensation (-) (ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) 2023 (Avg. Non-CEO NEO) 2023 (CEO 2) $ 15,207,609 $ 3,741,970 $ 10,743,018 $ 2,429,004 $ 10,229,723 $ 2,331,292 (iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) ($ 1,552,151) ($ 127,078) (iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) (v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) $ $ 0 $ 0 207,115 $ 251,905 (vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) ($ 1,728,688) ($ 312,771) (vii) Year-Over-Year Change in Deferred Benefits and Pension Value (-) (viii) Current Year Pension Service Costs (+) Compensation Actually Paid Determination $ $ 0 $ 83,127 0 $ 18,875 $ 15,077,967 $ 4,017,606 (3) Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718. (4) Total shareholder return calculated based on an assumed $100 investment as of December 31, 2019. (5) S&P 600 index total shareholder return calculated based on an assumed $100 investment as of December 31, 2019. In our pay versus performance disclosures for 2022, we used the S&P 400 Industrials Index. Pursuant to SEC guidance, we have changed the index used for our peer group due to Resideo’s inclusion in the S&P 600 index. A comparison of our TSR, the S&P 400 Industrial Index TSR, and the S&P 600 TSR is below: Year 2023 2022 2021 2020 Resideo S&P 400 Industrials Index S&P 600 Index $158 $138 $218 $178 $172 $132 $150 $116 $129 $113 $137 $110 (6) Calculation of Operating Income Margin, as adjusted for incentive compensation purposes, is described under “Compensation Discussion and Analysis — Elements of Compensation — 2023 Annual Incentive Plan” above. 2024 PROXY STATEMENT | 67 Pay vs Performance Narrative Disclosure The following graphs provide a description of the relationships between Resideo’s total shareholder return relative to peer comparator index, as well as compensation actually paid relative to Resideo’s total shareholder return, net income, and operating income percentage over the last three completed fiscal years. Compensation Actually Paid vs. TSR ) t n e m t s e v n I i 0 0 1 $ d e x F f o e u a V l ( e m o c n I t e N i d a P y l l a u t c A n o i t a s n e p m o C i d a P y l l a u t c A n o i t a s n e p m o C $40m $35m $30m $25m $20m $15m $10m $5m $0m -$5m -$10m $16.0m $15.1m $12.4m $6.2m $5.7m $3.7m 2020 2021 $4.0m $0.0m 2022 $(2.0)m $(3.5)m 2023 Compensation Actually Paid for CEO 1 Compensation Actually Paid for CEO 2 Average Compensation Actually Paid for Non-CEO NEOs Resideo Total Shareholder Return S&P 600 Total Shareholder Return Compensation Actually Paid vs. Net Income $40m $35m $30m $25m $20m $15m $10m $5m $0m -$5m -$10m $16.0m $15.1m $12.4m $3.7m $6.2m $5.7m 2020 2021 $4.0m $0.0m 2022 $(2.0)m $(3.5)m 2023 Compensation Actually Paid for CEO 1 Compensation Actually Paid for CEO 2 Average Compensation Actually Paid for Non-CEO NEOs Net Income $300 $250 $200 $150 $100 $50 n r u t e R r e d o h e r a h S l l a t o T $350m $300m $250m $200m $150m $100m $50m $0m -$50m -$100m 68 | 2024 PROXY STATEMENT Compensation Actually Paid vs. Operating Income Margin d i a P y l l a u t c A n o i t a s n e p m o C $40m $35m $30m $25m $20m $15m $10m $5m $0m -$5m -$10m $16.0m $15.1m $12.4m $3.7m $6.2m $5.7m $4.0m 2020 2021 2022 $(2.0)m $(3.5)m 2023 Compensation Actually Paid for CEO 1 Compensation Actually Paid for CEO 2 Average Compensation Actually Paid for Non-CEO NEOs Operating Income Margin 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% -2.00% -4.00% i n g r a M e m o c n I g n i t a r e p O Performance Metrics to Link Executive Compensation Actually Paid with Company Performance Provided below are the most important financial measures used to link compensation actually paid with Resideo performance during the most recently completed fiscal year: Operating Income Margin* Net Revenue* Cash Flow from Operations* Relative Total Shareholder Return * As used in our annual incentive plan for fiscal 2023, each measure was adjusted as described above under “Compensation Discussion and Analysis — Elements of Compensation — 2023 Annual Incentive Plan. See the “Compensation Discussion and Analysis” above and published in Resideo’s historical proxy statements for additional detail on executive compensation actions. 2024 PROXY STATEMENT | 69 Equity Compensation Plan Information As of December 31, 2023, information about equity compensation plans is as follows: Plan Category Equity compensation plans approved by security holders Equity compensation Plans not approved by security holders Total Number of Shares to be Issued Upon Exercises of Outstanding Options, Warrants and Rights (a) Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b)($) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) 6,671,319(1) — 6,671,319 14.52 — 14.52 7,564,792(2) — 7,564,792 Equity compensation plans approved by shareholders in the table above include the Amended and Restated 2018 Stock Incentive Plan for Resideo Technologies, Inc. and its Affiliates as well as the 2018 Stock Plan For Non-Employee Directors of Resideo Technologies, Inc., the Resideo Employee Stock Purchase Plan, and the Resideo Technologies UK ShareBuilder Plan. (1) (2) Includes 1,220,957 shares underlying stock options, 3,856,496 shares underlying RSUs and 1,593,866 shares underlying PSUs (assuming target). Includes 4,590,526 shares available for future issuance under the Resideo Technologies, Inc. 2018 Stock Incentive Plan, 2,300,197 shares available for future issuance under the Resideo Technologies, Inc. Employee Stock Purchase Plan, 511,693 shares available for future issuance under the 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc., and 162,376 shares available for future issuance under the Resideo Technologies UK ShareBuilder Plan. 70 | 2024 PROXY STATEMENT Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm Under its written charter, the Audit Committee of the Board has sole authority and is directly responsible for the appointment, compensation, retention, oversight, evaluation and termination of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee evaluated the qualifications, performance and independence of the Company’s independent auditors and based on its evaluation, has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for 2024. Deloitte served as the independent auditor of Resideo during 2023. The Audit Committee and the Board believe that the retention of Deloitte to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. The Audit Committee is responsible for the approval of the engagement fees and terms associated with the retention of Deloitte. In addition to assuring the regular rotation of the lead audit partner as required by law, the Audit Committee will be involved in the selection and evaluation of the lead audit partner and considers whether, in order to assure continuing auditor independence, there should be a regular rotation of the independent registered public accounting firm. Although the By-Laws do not require that we seek shareholder ratification of the appointment of Deloitte as our independent registered public accounting firm, we are doing so as a matter of good corporate governance. If the shareholders do not ratify the appointment, the Audit Committee will reconsider whether to retain Deloitte. Representatives of Deloitte are expected to be present at the annual meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions by shareholders. The Board of Directors unanimously recommends a vote “FOR” Proposal 3, to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024. Report of the Audit Committee The Audit Committee consists of the three directors named below. Each member of the Audit Committee is an independent director as defined by applicable SEC and NYSE listing standards. In addition, the Board has determined that Mr. Lazar, Mr. Deninger and Mr. Kushner are “audit committee financial experts” as defined by applicable SEC rules and satisfy the “accounting or related financial management expertise” criteria established by the NYSE. In accordance with its written charter, the Audit Committee of the Board is responsible for assisting the Board to fulfill its oversight of: • • • • the integrity of the Company’s financial statements and internal controls; the Company’s compliance with legal and regulatory requirements; the independent auditors’ qualifications and independence; and the performance of the Company’s internal audit function and independent auditors. 2024 PROXY STATEMENT | 71 It is the responsibility of Resideo’s management to prepare the Company’s financial statements and to develop and maintain adequate systems of internal accounting and financial controls. The Company’s internal auditors are responsible for conducting internal audits intended to evaluate the adequacy and effectiveness of the Company’s financial and operating internal control systems. Deloitte, the Company’s independent registered public accounting firm for 2024 (the “independent auditor”), is responsible for performing an independent audit of the Company’s consolidated financial statements, issuing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America (“GAAP”), and evaluating the Company’s assessment of internal controls over financial reporting. The independent auditor also reviews the Company’s interim financial statements in accordance with applicable auditing standards. In evaluating the independence of Deloitte, the Audit Committee has (i) received the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board firm’s communications with the Audit Committee concerning independence, (“PCAOB”) regarding the audit (ii) discussed with Deloitte the firm’s independence from the Company and management and (iii) considered whether Deloitte’s provision of non-audit services to the Company is compatible with the auditors’ independence. In addition, the Audit Committee assures that the lead audit partner is rotated at least every five years in accordance with SEC and PCAOB requirements, and considered whether there should be a regular rotation of the audit firm itself in order to assure the continuing independence of the outside auditors. The Audit Committee has concluded that Deloitte is independent from the Company and its management. The Audit Committee has reviewed with the independent auditor and the Company’s internal auditors the overall scope and specific plans for their respective audits, and the Audit Committee is monitoring the progress of both in assessing the Company’s preparedness for future compliance with Section 404 of the Sarbanes-Oxley Act. At every regular meeting, the Audit Committee meets separately, and without management present, with the independent auditor and the Company’s Internal Audit leader to review the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s accounting and financial reporting. The Audit Committee also meets separately at its regular meetings with the Chief Financial Officer. The Audit Committee has met and discussed with management and the independent auditor the fair and complete presentation of the Company’s financial statements. The Audit Committee has also discussed and reviewed with the independent auditor all matters required to be discussed by applicable requirements of the PCAOB and the SEC. The Audit Committee has discussed significant accounting policies applied in the financial statements, as well as any alternative treatments. Management has represented that the consolidated financial statements have been prepared in accordance with GAAP, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with both management and the independent auditor. Relying on the foregoing reviews and discussions, the Audit Committee recommended to the Board, and the Board approved, inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC. In addition, the Audit Committee has approved, subject to shareholder ratification, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024. The Audit Committee Jack Lazar (Chair) Paul Deninger Brian Kushner 72 | 2024 PROXY STATEMENT Audit Committee Pre-Approval Policy The Audit Committee has adopted policies and procedures for pre-approval of audit, audit-related, tax and other services, and for pre-approval of related fee estimates or fee arrangements. These procedures require that the terms and fees for the annual audit service engagement be approved by the Audit Committee. The Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. Unless a type of service to be provided by the independent auditor has received general pre-approval under this policy, it will require specific pre-approval by the Audit Committee before the service is provided. In the event the invoice in respect of any covered service that is the subject of general pre-approval is materially in excess of the estimated amount or range, the Audit Committee must approve such excess amount prior to payment of the invoice. Predictable and recurring covered services and their related fee estimates or fee arrangements may be considered for general pre-approval by the full Audit Committee on an annual basis at or about the start of each fiscal year. Specific pre-approval of such services that have not received general pre-approval may be given or effective up to one year prior to commencement of the services. Under the policy, the Audit Committee has delegated to the Chair the authority to pre-approve audit-related and non-audit services and associated fees, that are not otherwise prohibited by law, to be performed by the Company’s independent registered public accounting firm in an amount of up to $100,000 for any one service; the Chair is required to report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All services set forth in the following table below were approved by the Audit Committee before being rendered. Audit and Non-Audit Fees The following table shows fees for professional services rendered by Deloitte for the years ended December 31, 2023 and 2022. 2023 ($) 2022 ($) Description of Services Audit Fees 5,562,002 5,961,000 Fees pertaining to the audit of the Company’s annual consolidated financial statements, audits of statutory financial statements of our subsidiaries and fees pertaining to the review of SEC filings. Audit-Related Fees Tax Fees 17,352 39,083 0 Social security opinion reports 58,044 Fees pertaining to international tax compliance and global trade advisory services. All Other Fees 2,058 2,058 DART Subscription Total 5,620,495 6,021,102 2024 PROXY STATEMENT | 73 Proposal 4: Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates Introduction On April 15, 2024, the Board of Directors, at the recommendation of the Compensation and Human Capital Management Committee (referred to as the “Committee” in this Proposal 4), approved the further amendment and restatement of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Plan”), subject If approved by our shareholders, the amendment and restatement of the Plan will become effective on the date that it is approved by shareholders. If our shareholders do not approve this proposal, the amended and restated Plan described in this proposal will not take effect and the Plan will continue to be administered in its current form. However, as described below, without the proposed share increase, the shares that remain available for issuance under the Plan will not be sufficient for us to be able to achieve our goals of attracting, motivating and retaining our employees through grants of equity awards. to approval by our shareholders at the Annual Meeting. Shareholder Approval and Board of Directors Recommendation Shareholder approval of the amendment and restatement of the Plan is being sought in order to, among other things, satisfy the shareholder approval requirements of the NYSE of certain of the amendments to the Plan, including the increase in the number of shares of our common stock available for issuance under the Plan by 3,500,000 and the extension of the term of the Plan to the date that is 10 years after shareholder approval of the amendment and restatement of the Plan, and obtain shareholder approval of the number of shares that may be subject to incentive stock options under Internal Revenue Code (“Code”) Section 422. The Plan, as proposed to be amended and restated, is referred to as the “Restated Plan.” The Board of Directors recommends that our shareholders vote in favor of the Restated Plan because equity compensation is a critical component of our compensation program, designed to align the interests of our employees and other service providers with those of our shareholders, and will provide us with a share reserve that will enable us to continue to provide a competitive mix of compensation to our key employees. The Restated Plan also includes a number of features that we believe are consistent with the interests of our shareholders and sound corporate governance practices. Key Features of the Restated Plan The Restated Plan continues to include a number of provisions that we believe are consistent with the interests of our shareholders and sound corporate governance practices, including the following: • No evergreen. The Restated Plan does not have an evergreen or similar provision, which provides for an automatic replenishment of shares available for grant. • No liberal share recycling. We may not add back to the Restated Plan’s share reserve shares that are tendered or withheld to pay the exercise price of an option award or to satisfy a tax withholding obligation in connection with any awards, shares that we repurchase using option exercise proceeds and shares subject to a stock appreciation rights (“SAR”) award that are not issued in connection with the stock settlement of that award upon its exercise. • Minimum vesting period for all awards. The Restated Plan imposes a minimum vesting or performance period of one year, subject only to limited exceptions. 74 | 2024 PROXY STATEMENT • No payment of dividends or dividend equivalents on unearned awards. While we do not currently pay the Restated Plan prohibits the payment of dividends or dividend dividends on our common stock, equivalents in connection with an award until it vests. • No liberal definition of “change in control.” No change in control would be triggered by shareholder approval of a business combination transaction, the announcement or commencement of a tender offer or any Board assessment that a change in control may be imminent. • No automatic accelerated vesting of equity awards upon a change in control. • No repricing of underwater options or stock appreciation rights without shareholder approval. The Restated Plan prohibits, without shareholder approval, actions to reprice, replace, or repurchase options or SARs. • Clawback. The Restated Plan provides that all awards are subject to any clawback or recoupment policies in effect from time to time, which includes the Clawback policy revised in 2023 to comply with the NYSE listing standards described above, which applies to all awards constituting incentive-based compensation. Basis for the Requested Share Reserve Increase In determining the number of additional shares to request for authorization for issuance under the Restated Plan, the Board and the Committee considered a number of factors, as set forth below. As of March 1, 2024, there were 146,000,772 shares of our common stock issued and outstanding. The closing sale price of a share of our common stock on the NYSE was $22.68. The following table summarizes information regarding awards outstanding and shares of our common stock remaining available for grant under the Plan as of March 1, 2024: Stock Options Outstanding Weighted Average Exercise Price of Stock Options Outstanding Weighted Average Remaining Term of Stock Options Outstanding Full Value Awards Outstanding: Restricted Stock Units (“RSUs”) Performance-based Restricted Stock Units (“PSUs”), at target Shares Available for Grant under the Plan (1) 1,209.306 $14.43 3.01 years 4,512,626 1,734,073 2,725,939 (1) We disclosed that there were 12 million shares available for grant under our stock incentive plans as of 12/31/23 in our Form 10-K; however, that value inappropriately referenced awards available for issuance rather than shares available for grant. In addition to the Plan, we issue awards to our non-employee directors under the 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc. We also offer certain of our employees in the U.K. the ability to purchase shares under our Resideo Technologies UK Sharebuilder Plan, which is a qualified U.K. share scheme. As of March 1, 2024, the following awards were outstanding, and the following number of shares were available for future awards, under each of these plans: Plan 2018 Stock Plan for Non-Employee Directors Resideo Technologies UK Sharebuilder Plan Shares subject to outstanding awards Shares available for future awards 220,212 0 508,152 160,001 Historical equity granting practices. Our three-year average annual equity grant rate, or “burn rate,” for the 2021- 2023 period was 1.41%, calculated on the basis utilized by a leading proxy advisory firm. 2024 PROXY STATEMENT | 75 Fiscal Year 2023 2022 2021 Stock Options Granted 0 0 Time-based RSU Awards Granted 2,298,936 1,799,632 150,000 1,142,310 PSU Awards Earned/Vested(1) Weighted-Average Shares Outstanding 764,527 159,810 0 147.000.000 146,000,000 144,000,000 (1) This value is based on the number of shares issued for PSUs upon vesting, including issuances above target. This differs from our 2023 Form 10-K which discloses the grant and vesting of PSUs based on the target payout. Some shareholders view the burn rate as a helpful measure to compare the rates at which peer companies have granted equity. The more equity that a company grants in relation to the total number of its shares of common stock outstanding, the higher that company’s burn rate will be. Over the past three years, our average burn rate has been 1.41%, which is below the industry benchmark used by a leading proxy advisory firm. Expected duration of available shares. We expect to continue making equity awards consistent with our practices over the past three years, and to maintain an average annual burn rate over the next three years in line with our average for the 2021-2023 period. On that basis, we expect that shares currently remaining available for awards under the Plan will likely be insufficient to continue making awards beyond 2024, but that the shares of common stock available for future awards if the Restated Plan is approved would be sufficient for equity award grants for approximately one additional year. Expected dilution. As of March 1, 2024, our estimated existing voting power dilution attributable to shares subject to outstanding awards under the Plan was 4.8%. We define existing voting power dilution as the sum of the total number of shares available for future grants under the Plan, divided by the fully diluted number of our common shares outstanding. Our projected voting power dilution as of that same date would be 4.0%, including the 3,500,000 additional share reserve under the Restated Plan in the formula. Expectations regarding future share usage under the Restated Plan are naturally based on a number of assumptions regarding factors such as future growth in the population of eligible participants, the rate of future compensation increases, the rate at which shares are returned to the Restated Plan reserve through forfeitures, cancellations and the like, the level at which performance-based awards pay out, and our future stock price performance. While the Committee believes that the assumptions utilized are reasonable, future share usage will differ from current expectations to the extent that actual events differ from the assumptions utilized. Description of the Restated Plan The major features of the Restated Plan are summarized below. The summary is qualified in its entirety by reference to the full text of the Restated Plan, which is attached to this Proxy Statement as Appendix A. Eligible Participants. Employees and other individuals providing services to the Company as an independent contractor or consultant who are not non-employee directors of the Company are eligible to receive awards under the Restated Plan. As of March 1, 2024, there were approximately 14,000 employees and an indeterminate number of independent contractors and consultants who would be eligible to receive awards under the Restated Plan. Administration. The Restated Plan will be administered by the Committee. To the extent consistent with applicable law, the Committee may delegate its duties, power and authority under the Restated Plan to any one or more subcommittees of the Committee or the Chief Executive Officer or other person with respect to awards to persons other than officers subject to Section 16 of the Exchange Act. The Committee has the authority to, among other things, select the persons to whom awards will be granted, determine the form, number of shares covered by and other terms and conditions of each award. The Committee has the authority to accelerate the vesting of an award provided that the Plan’s minimum vesting requirements are met. The Committee has the authority to interpret the Restated Plan and may waive or amend the terms of an award, except for any repricing as described below. The Committee has the authority to interpret the Restated Plan and establish rules for the administration of the Restated Plan. 76 | 2024 PROXY STATEMENT Except in connection with equity restructurings and other situations in which share adjustments are specifically authorized, the Restated Plan prohibits the Committee from repricing any outstanding option or SAR awards without the prior approval of our shareholders. For these purposes, a “repricing” includes decreasing the exercise price of an option or SAR after the date of grant, cancelling an outstanding option or SAR and granting replacement options or SARs having a lower exercise price or purchasing underwater stock options or SARs for cash or replacement awards. Available Shares and Limitations on Awards. A maximum of 22,000,000 shares of our common stock may be the subject of awards and issued under the Restated Plan, which reflects an increase of 3,500,000 shares compared to the current Plan. The shares of common stock issuable under the Restated Plan may come from authorized and unissued shares or treasury shares. The share limitations under the Restated Plan are subject to adjustment for changes in our corporate structure or shares, as described below. Any shares of common stock subject to an award under the Restated Plan that expires, is forfeited or cancelled, or is settled or paid in cash shall not, to the extent of such forfeiture, cancellation or cash settlement, count against the Restated Plan share reserve and become available for future awards. Any shares tendered or withheld to pay the exercise price or satisfy a tax withholding obligation in connection with any award, any shares repurchased by the Company using option exercise proceeds and any shares subject to a SAR award that are not issued in connection with the stock settlement of the SAR award on its exercise may not be used again for new grants. Awards that may be settled solely in cash will not reduce the share reserve and will not reduce the shares authorized for grant to a participant in any calendar year. Awards granted or shares of our common stock issued under the Restated Plan upon the assumption, conversion or substitution of outstanding equity awards previously granted by an entity acquired by us or any of our affiliates (referred to as “substitute awards”) will not reduce the share reserve under the Restated Plan. Share Adjustment Provisions. In the event of certain changes in our corporate structure affecting our outstanding common stock or the value thereof, including any dividend or distribution, stock split, reverse stock split, spin-off, recapitalization, merger, reorganization, consolidation, combination or exchange of shares or similar transactions, such adjustments and other substitutes shall be made to the Restated Plan and any outstanding awards as the Committee, in its sole discretion, deems equitable or appropriate, including the number of shares available for issuance under the Plan and the number, class, kind and exercise price of any outstanding awards. The Committee may also make other adjustments in the terms and conditions of awards in recognition of unusual or nonrecurring events, including any change in the financial statements or changes in accounting principles, to prevent dilution or enlargement of the benefits available under the Restated Plan. Forfeiture and Clawback. The Committee may provide that any award is subject to cancellation in certain circumstances, including any violation of a non-competition, non-solicitation, non-disclosure, confidentiality or non-disparagement covenant or agreement, or engaging in activity that is in conflict with or adverse to the interests of the Company, including fraud or conduct contributing to financial restatements. Awards granted under the Restated Plan are subject to any clawback or recoupment policies in effect from time to time, including the Clawback policy revised in 2023 to comply with the NYSE listing standards described above, which applies to all awards constituting incentive-based compensation. Types of Awards. The Restated Plan permits us to award stock options, SARs, RSU awards, restricted stock awards, other stock-based awards and any cash-based awards to eligible recipients. These types of awards are described in more detail below. Options. Employees of our Company or any subsidiary may be granted options to purchase common stock that qualify as “incentive stock options” within the meaning of Section 422 of the Code, and any eligible recipient may be granted options to purchase common stock that do not qualify as incentive stock options, referred to as “nonqualified stock options.” The per share exercise price to be paid by a participant at the time an option is exercised may not be less than 100% of the fair market value of one share of our common stock on the date of grant (or 110% for certain shareholders), unless the option is granted as a substitute award as described earlier. “Fair market value” under the Restated Plan as of any date means the average of the high and low sales prices, as reported by the NYSE, of our common stock on such date. 2024 PROXY STATEMENT | 77 The total purchase price of the shares to be purchased upon exercise of an option will be paid by the participant in cash unless the Committee allows exercise payments to be made, in whole or in part, (i) by means of a broker- assisted sale and remittance program, (ii) by delivery to us (or attestation as to ownership) of shares of common stock already owned by the participant, or (iii) by a “net exercise” of the option in which a portion of the shares otherwise issuable upon exercise of the option are withheld by us. An option will vest and become exercisable at such time, in such installments and subject to such conditions as may be determined by the Committee, and no option may have a term greater than 10 years from its date of grant. No dividends or dividend equivalents may be paid or credited with respect to shares subject to an option award. The aggregate fair market value of shares of our common stock with respect to which incentive stock options granted to any participant may first become exercisable during any calendar year may not exceed $100,000. Any incentive stock options that become exercisable in excess of this amount will be treated as nonqualified stock options. The maximum number of shares that may be issued upon the exercise of incentive stock option awards under the Restated Plan remains 7,500,000. Stock Appreciation Rights. A SAR award provides the right to receive a payment from us equal to the difference between (i) the fair market value as of the date of exercise of the number of shares of our common stock as to which the SAR is being exercised, and (ii) the aggregate exercise price of that number of shares. The Committee determines whether payment will be made in shares of our common stock, cash or a combination of both. The exercise price per share of a SAR award will be determined by the Committee, but may not be less than the fair market value of one share of our common stock on the date of grant. No dividends or dividend equivalents may be paid or credited with respect to shares subject to a SAR award. A SAR award may not have a term greater than 10 years from its date of grant and will be subject to such other terms and conditions, consistent with the terms of the Restated Plan, as may be determined by the Committee. Restricted Stock. A restricted stock award is an award of our common stock that vests at such times and in such installments as may be determined by the Committee. Until it vests, the shares subject to the award are subject to restrictions on transferability and the possibility of forfeiture. The Committee may impose such restrictions or conditions to the vesting of restricted stock awards as it deems appropriate. Any dividends or distributions payable with respect to shares that are subject to the unvested portion of a restricted stock award will be subject to the same restrictions and risk of forfeiture as the shares to which such dividends or distributions relate. Participants are entitled to vote restricted shares prior to the time they vest. Restricted Stock Unit Awards and Performance-based Restricted Stock Units. A restricted stock unit award is a right to receive the fair market value of a specified number of shares of our common stock, payable in cash, shares, or a combination of both, that vests at such times, in such installments and subject to such conditions as may be determined by the Committee, including the achievement or satisfaction of performance criteria. Until it vests, a stock unit award is subject to restrictions and the possibility of forfeiture. Stock unit awards will be subject to such terms and conditions, consistent with the other provisions of the Restated Plan, as may be determined by the Committee. The Committee may provide for the payment of dividend equivalents on stock unit awards and other stock-based awards, but any such dividend equivalents will be subject to the same restrictions and risk of forfeiture as the underlying units or other share equivalents to which such dividend equivalents relate. Other Stock-Based Awards. The Committee may grant awards of common stock and other awards that are denominated in, payable in, valued by reference to or otherwise related to shares of our common stock under the Restated Plan. The Committee has discretion in determining the terms and conditions of such awards. Cash-Based Awards. The Committee may grant awards that settle in cash, shares of common stock or a combination of both. The Committee has discretion in determining the terms and conditions of such awards. Vesting. The Plan allows for awards subject to either time-based vesting or performance-based vesting, or both. Awards that vest based solely on the satisfaction of service-based vesting conditions are subject to a minimum vesting period of one year from the date of grant, and awards whose grant or vesting is subject to performance- based vesting conditions must be subject to a performance period of at least one year. These required vesting and performance periods will not apply to (i) awards made in payment of or exchange for other compensation that 78 | 2024 PROXY STATEMENT is already earned and payable, (ii) termination of service due to death or disability, (iii) a change in control, (iv) substitute awards that do not reduce the vesting period of the award being replaced, and (v) awards involving an aggregate number of shares not in excess of five percent of the Restated Plan’s share reserve. Effect of Termination of Service. The Committee will determine the extent to which each award granted under the Restated Plan will vest, continue to vest and the extent to which a participant will have the right to exercise and/or settle the award in connection with a participant’s termination of employment. Such provisions, which will be reflected in the related award agreement, need not be uniform among all awards and may reflect distinctions based on the reasons for termination. The Restated Plan sets forth certain default provision that may be modified in an award agreement. The terms of awards recently granted and outstanding under the Plan that apply in the event of a termination of service are described above under “Certain Terms of Equity Awards” following the Grants of Plan-Based Awards – Fiscal Year 2022 table. The Committee currently expects that awards granted under the Restated Plan will have the same or similar terms. Transferability of Awards. In general, no right or interest in any award under the Restated Plan may be assigned, transferred, exchanged or encumbered by a participant, voluntarily or involuntarily, except by will or the laws of descent and distribution. However, the Committee may provide that an award (other than an incentive stock option) may be transferable, with the prior consent of the Committee, by gift to a participant’s family member or legal entity set up for the benefit of such family member. Any permitted transferee of such an award will remain subject to all the terms and conditions of the award applicable to the participant. lapse immediately prior to the change in control and any option or SAR shall Change in Control. The Restated Plan sets forth default provisions for the treatment of awards that will apply in the event of a change in control unless the Committee provides otherwise prior to the change in control, including in an award agreement. Under the default provisions, in the event of a change in control of the Company in which the outstanding awards are not assumed or replaced, the vesting of such awards shall accelerate and all restrictions shall immediately become exercisable and any other award shall be settled as soon as practicable. If outstanding awards are the awards shall continue in accordance with their terms and vesting shall not be assumed or replaced, accelerated unless the participant’s service is terminated involuntarily without cause or voluntarily for good reason within two years following the change in control, in which the vesting of awards shall be accelerated as provided in the Restated Plan. In the case of the acceleration of vesting of any performance-based award, the level of performance shall be based on actual achievement if the performance period has been completed or, if not, based on the target level of achievement. Effective Date and Term. The Restated Plan will become effective on the date it is approved by the Company’s shareholders. Unless terminated earlier, the Restated Plan will terminate on the tenth anniversary of the effective date, subject to the right of the Board to terminate the Restated Plan at any time. Awards outstanding under the Restated Plan at the time it is terminated will continue in accordance with their terms and the terms of the Restated Plan unless otherwise provided in the applicable agreements. Amendment of the Plan. The Board may amend the Restated Plan from time to time; however, no amendment shall be effective until approved by shareholders if such approval is required by the rules of the NYSE. No termination or amendment of the Restated Plan may adversely affect any outstanding award without the consent of the affected participant, except in limited circumstances where such amendment is required by law. U.S. Federal Income Tax Consequences income tax consequences to the Company and to The following is a summary of the principal U.S. federal participants subject to U.S. taxation with respect to awards granted under the Restated Plan, based on current statutes, regulations and interpretations. Non-qualified Stock Options. If a participant is granted a non-qualified stock option under the Restated Plan, the participant will not recognize taxable income upon the grant of the option. Generally, the participant will recognize ordinary income at the time of exercise in an amount equal to the difference between the fair market value of the shares acquired at the time of exercise and the exercise price paid. The participant’s basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the 2024 PROXY STATEMENT | 79 fair market value of our common stock on the date the option was exercised. Any subsequent gain or loss will be taxable as a capital gain or loss. The Company will generally be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes as ordinary income. Incentive Stock Options. If a participant is granted an incentive stock option under the Restated Plan, the participant will not recognize taxable income upon grant of the option. Additionally, if applicable holding period requirements (a minimum of two years from the date of grant and one year from the date of exercise) are met, the participant will not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares acquired at the time of exercise over the aggregate exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If shares acquired upon exercise of an incentive stock option are held for the holding period described above, the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of the shares will be treated as a long-term capital gain or loss, and the Company will not be entitled to any deduction. Except in the event of death, if the holding period requirements are not met, the incentive stock option will be treated as one that does not meet the requirements of the Code for incentive stock options and the tax consequences described for nonqualified stock options will generally apply. Restricted Stock. An award of restricted stock results in income recognition by a participant in an amount equal to the fair market value of the shares received at the time the restrictions lapse and the shares vest, unless the participant elects under Code Section 83(b) to accelerate income recognition and the taxability of the award to the date of grant. Other Awards. The current federal income tax consequences of other awards authorized under the Restated Plan generally follow certain basic patterns. Stock unit awards generally result in income recognition by a participant at the time payment of such an award is made in an amount equal to the amount paid in cash or the then-current fair market value of the shares received, as applicable. SAR awards result in income recognition by a participant at the time such an award is exercised in an amount equal to the amount paid in cash or the then-current fair market value of the shares received by the participant, as applicable. In each of the foregoing cases, the Company will generally have a corresponding deduction at the time the participant recognizes ordinary income, subject to Section 162(m) of the Code with respect to covered employees. Section 409A of the Code. The foregoing discussion of tax consequences of awards under the Restated Plan assumes that the award discussed is either not considered a “deferred compensation arrangement” subject to Section 409A of the Code or has been structured to comply with its requirements. If an award is considered a deferred compensation arrangement subject to Section 409A but fails to comply, in operation or form, with the requirements of Section 409A, the affected participant would generally be required to include in income when the award vests the amount deemed “deferred,” would be required to pay an additional 20% income tax on such amount and would be required to pay interest on the tax that would have been paid but for the deferral. Awards Under the Restated Plan The Committee has not yet approved any awards under, or subject to, the Restated Plan. In addition, because all awards under the Restated Plan are discretionary with the Committee, neither the number nor types of future awards to be received by or allocated to particular participants or groups of participants is presently known. However, information on how equity awards under the Plan have been granted in recent years to our NEOs is available in the Grants of Plan-Based Awards - Fiscal 2023 table and the Outstanding Equity Awards at 2023 Fiscal Year-End table above and information on how awards under the Plan are granted to non-employee directors is available in the Non-Employee Director Compensation section above. The Board of Directors unanimously recommends a vote “FOR” Proposal 4 to approve the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates 80 | 2024 PROXY STATEMENT Proposal 5: Shareholder Proposal Regarding Excessive Severance Pay John Chevedden, whose address is 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, has requested that the following proposal be included in this Proxy Statement and has indicated that he intends to present such proposal at the annual meeting. Mr. Chevedden has submitted documentation indicating that he held 114 shares of our common stock and has held such shares for at least three years and has advised the Company that he the 2024 annual meeting. intends to continue to hold the requisite amount of shares through the date of Mr. Chevedden’s proposal and his related supporting statement are followed by a recommendation from the Board. The Board disclaims any responsibility for the content of the proposal and the statement in support of the proposal, which are presented in the form received from the shareholder. Proposal 5 – Shareholder Opportunity to Vote on Excessive Golden Parachutes FOR Shareholder Rights Shareholders request that the Board adopt a policy to seek shareholder approval of senior managers’ new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. This proposal only applies to Named Executive Officers. The topic of this proposal received more than 50% support at Resideo Technologies in 2023. Golden parachute payments include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination. “Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination. The Board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon. Generous performance-based pay can sometimes be justified but shareholder ratification of golden parachutes better aligns management pay with shareholder interests. This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes. This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that extra large golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters. 2024 PROXY STATEMENT | 81 This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes. The topic of this proposal received more than 50% support at Resideo Technologies in 2023 and between 51% and 65% support at: FedEx Spirit AeroSystems Alaska Air Fiserv Please vote yes: Shareholder Opportunity to Vote on Excessive Golden Parachutes – Proposal 5 82 | 2024 PROXY STATEMENT Statement of the Board of Directors in Opposition to Proposal 5 Our Board has carefully considered this proposal and, for the reasons set forth below, does not believe it is in the best interests of the Company and our shareholders: • We recently adopted the Resideo Technologies, Inc. Executive Officer Cash Severance Policy in March 2024, which limits cash severance payments for executive officers to 2.99 times annual base salary plus annual incentive compensation, as described below. • Our severance benefits are market aligned. • Our Board needs flexibility to design compensation programs to attract, retain and motivate talented executives. • Our shareholders already have the opportunity to express their approval of Resideo’s severance benefits during the annual advisory vote on executive compensation, so the proposal is unnecessary. In March 2024, in direct response to shareholder feedback received in connection with our 2023 annual meeting, the Compensation and Human Capital Management Committee adopted a cash severance policy that limits cash severance payments for executive officers under new or modified arrangements to 2.99 times annual base salary plus annual incentive compensation. As further described in the “Shareholder Engagement” section of this Proxy Statement, we engaged with our shareholders in connection with the 2023 annual meeting, and we conducted outreach to our largest shareholders in late 2023, reaching out to 20 of our largest shareholders, representing approximately 70% of our outstanding shares. During these discussions, our shareholders offered us valuable insights on a variety of topics, including, in some cases, executive severance arrangements, primarily expressing a focus around reasonable limitations on cash severance. In direct response to shareholder feedback, the Compensation and Human Capital Management Committee adopted the Resideo Technologies Executive Officer Cash Severance Policy (the “Cash Severance Policy”) in March 2024. The Cash Severance Policy provides that the Company will not enter into any new severance arrangement (or an amendment to an existing arrangement that increases the cash severance benefits payable thereunder) that provides for the payment of cash severance benefits to an executive officer exceeding 2.99 times incentive compensation, without seeking the sum of the executive officer’s annual base salary plus annual advisory shareholder ratification of the arrangement. The Cash Severance Policy clearly defines the term used therein to reduce uncertainty regarding the application of the policy and allows certain reasonable exclusions to the types of compensation subject to the policy. A copy of the Cash Severance Policy is available at investor.resideo.com. Our severance plan provides benefits that are aligned with current market practices. The Resideo Technologies, Inc. Severance Plan for Designated Officers (the “Severance Plan”) was established by the Compensation and Human Capital Management Committee in 2018, has been periodically reviewed and benchmarked against the severance practices of companies in our approved compensation peer group and is described above. Benefits provided under the Severance Plan are conditioned upon the executive executing a full release of claims, and the right to benefits will be forfeited if the executive engages in certain activities that are detrimental to the Company’s interests. We provide accelerated vesting of equity awards in the limited situations of death, disability, or, in the event of a change in control of the Company, when an executive’s termination is involuntary and without cause or for good reason (“double trigger”), consistent with market practice. We also provide acceleration of vesting, but only as to a pro-rated portion of the award to reflect the period of service prior to termination, in the event of an involuntary termination without cause. We provide continued vesting of RSU awards and stock options in the event of qualifying retirement, and we pro-rate PSUs based on actual performance at the end of the performance period, if the executive provides at least six months’ prior notice that he or she is considering retirement and agrees to certain post-employment covenants. The Compensation and Human Capital Management Committee has, from time to time, provided severance benefits or post-termination vesting that deviate modestly from those otherwise set forth in the Severance Plan and equity awards and has done so in a manner tailored to the circumstances. Any such benefits to the NEOs have been fully disclosed. 2024 PROXY STATEMENT | 83 This proposal’s inclusion of long-term equity awards in the calculation of the proposed limit on severance benefits is out of sync with market practices and inconsistent with our shareholder-aligned use of equity compensation. is that We believe the most substantive difference between our Cash Severance Policy and the policy requested by this proposal the shareholder proposal would apply not only to cash payments, but also the value of outstanding equity awards that accelerate upon a termination event. Our equity awards are subject to limited provisions for accelerated or continued vesting, which are considered to be appropriate by the Compensation and Human Capital Management Committee and consistent with market practices. These provisions reward service and facilitate a smooth transition, along with providing a means to incentivize compliance with post-termination covenants, in the case of an involuntary termination without cause or qualifying retirements. In the event of a change of control of the Company, these provisions are designed to incentivize our executive officers to remain with the Company and maximize value for our shareholders. By including the value of outstanding equity awards in the severance multiple, the Board believes that this proposal would effectively prevent or limit the use of long- term equity in compensation plans. This would directly conflict with the objective of aligning shareholder and executive interests. Equity awards, including performance-based equity awards, represent a significant portion of the total target direct compensation for our executive officers to encourage stock ownership and long-term growth aligned with shareholder value creation. Under this proposal, severance arrangements that include accelerated vesting of equity awards would be subject to a shareholder vote and, even if the arrangement could be ratified by shareholders after the Company has agreed on materials terms with an executive as the proposal suggests, the possibility of shareholders disapproving of the severance arrangement may deter talented candidates who may be unwilling to tolerate the accompanying uncertainty or publicity. We believe that the Compensation and Human Capital Management Committee is best positioned to oversee the design and structure of our compensation program to address our needs as a company. As such, shareholder interests are best protected by providing flexibility to the Compensation and Human Capital Management Committee to assess the needs of the Company, the competition for talent and other relevant factors in making decisions regarding benefits for executives — all within a clearly defined set of principles. This proposal is unnecessary because our shareholders already have the opportunity to express their approval of our severance programs and policies annually. Our existing plans and policies governing severance for executive officers are fully described in our proxy statement each year under the “Potential Payments Upon Termination or Change in Control” section, and as such, our shareholders have the opportunity to address those practices through our annual advisory vote on in the event of any merger, acquisition or other similar event, our executive compensation. shareholders would have a further opportunity to express their views on any compensation paid to our NEOs in connection with such a transaction. This proposal’s request for a shareholder vote on a specific component of the Company’s executive compensation program is duplicative of these opportunities, would be expensive and time consuming, and goes beyond what is already required by SEC and NYSE rules. As a result, this proposal is unnecessary. In addition, In summary, our Board believes that adoption of this shareholder proposal, particularly in light of our recently the Company or our adopted Cash Severance Policy, shareholders. is unnecessary and not in the best interests of For the reasons stated above, our Board of Directors unanimously recommends a vote “AGAINST” this Shareholder Proposal. 84 | 2024 PROXY STATEMENT Questions and Answers About the Annual Meeting and Voting 1. Who is entitled to vote and how many votes do I have? If you were a holder of record of Resideo common stock at the close of business on the record date, April 8, 2024, you are eligible to vote at the annual meeting. For each matter presented for vote, you have one vote for each share you own. 2. What is the difference between holding shares as a shareholder of record, a registered shareholder and a beneficial owner of shares? Shareholder of Record or Registered Shareholder. If your shares of common stock are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. you are considered a “shareholder of record” or a “registered shareholder” of those shares. Beneficial Owner of Shares. If your shares are held in an account at a bank, brokerage firm or other similar organization, then you are a beneficial owner of shares held in “street name.” In that case, you will have received these proxy materials from the bank, brokerage firm or other similar organization holding your account and, as a beneficial owner, you have the right to direct your bank, brokerage firm or similar organization as to how to vote the shares held in your account. 3. How do I vote if I am a shareholder of record? By Internet. You may vote your shares by internet at www.proxyvote.com. By Telephone. All shareholders of record can vote by touchtone telephone within the U.S., U.S. territories and Canada by calling 1-800-690-6903. The telephone voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions have been recorded properly. By Written Proxy. All shareholders of record can also vote by written proxy card. If you are a shareholder of record and receive a Notice of Internet Availability of Proxy Materials (“Notice”) received or requested from us, you may request a written proxy card by following the instructions included in the Notice. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Board. Via the Virtual Meeting Website. You may vote your shares live at the virtual annual meeting. Even if you plan to attend and participate in our virtual annual meeting via www.virtualshareholdermeeting.com/ REZI2024, we encourage you to vote by internet at www.proxyvote.com or by calling 1-800-690-6903, or by returning a proxy card. This will ensure that your vote will be counted if you are unable to, or later decide not to, participate in the virtual annual meeting. Whether you are a shareholder of record or hold your shares in street name, you may vote online at the virtual annual meeting. You will need to enter the 16-digit control number provided in your proxy materials to vote your shares at the virtual annual meeting. See Question 5 for further details on accessing and voting at the virtual annual meeting. Unless you vote live at the virtual annual meeting, we must receive your vote by 11:59 p.m., Eastern Daylight Time, on June 4, 2024, the day before the virtual annual meeting, for your vote by proxy to be counted. Whether or not you plan to attend the virtual annual meeting, we encourage you to vote by proxy as soon as possible. Your shares will be voted in accordance with your instructions. 4. How do I vote if I am a beneficial owner of shares? As a beneficial owner, you have the right to direct your broker, bank or other similar organization on how to vote via the internet or by telephone if the broker, bank or other similar organization offers these options or by signing and returning a voting instruction form. Your broker, bank or other similar organization will send you instructions for voting your shares. 2024 PROXY STATEMENT | 85 Your broker is not permitted to vote on your behalf on “non-routine” matters unless you provide specific instructions by completing and returning the voting instruction form from your broker, bank or other similar organization or by following the instructions provided to you for voting your shares via telephone or the internet. A “broker non-vote” occurs when a broker submits a proxy for the meeting with respect to a “routine” matter but does not have the authority to vote on non-routine matters because the beneficial owner did not provide voting instructions on those matters. Under NYSE rules, the proposal to ratify the appointment of independent auditors (Proposal 3) is considered a routine item. This means that brokerage firms may vote in their discretion on behalf of clients (beneficial owners) who have not furnished voting instructions at least 15 days before the date of the annual meeting. In contrast, all of the other proposals set forth in this Proxy Statement are “non-routine” items. Brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals. 5. How do I attend the virtual annual meeting? The annual meeting will be completely virtual, and shareholders will be able to access the meeting live by visiting www.virtualshareholdermeeting.com/REZI2024. We are utilizing the virtual meeting format to enhance shareholder access and encourage participation and communication with our management. We believe a virtual-only meeting provides expanded access, improved communication and cost savings for our shareholders. A virtual meeting will enable increased attendance because shareholders around the world will be able to attend and listen to the annual meeting live, submit questions and vote their shares electronically, at no cost. Participating in the Virtual Annual Meeting. • Instructions on how to attend the virtual annual meeting are posted at www.virtualshareholdermeeting.com/ REZI2024 • Shareholders will need to use the 16-digit control number provided in their proxy materials to attend the virtual annual meeting and listen live at www.virtualshareholdermeeting.com/REZI2024. • Shareholders of record and beneficial owners as of the record date may vote their shares electronically live during the virtual annual meeting. • Shareholders with questions regarding how to attend and participate in the virtual meeting should visit the virtual annual meeting site at www.virtualshareholdermeeting.com/REZI2024 for further instructions. • Shareholders encountering any difficulties accessing the virtual meeting during the check-in or meeting time can call 800-586-1548 (U.S.) or 303-562-9288 (International). Additional Information about the Virtual Annual Meeting. • Shareholders may submit questions during the live meeting at www.virtualshareholdermeeting.com/ REZI2024 or in advance of the meeting at www.proxyvote.com. • Management will answer questions on any matters on the agenda before voting is closed. • During the live Q&A session of the meeting, management will answer appropriate questions as they come in and address those asked in advance, as time permits. • • In order to allow us to answer questions from as many shareholders as possible, we limit each shareholder to one question. If there are matters of individual concern to a shareholder and not of general concern to all shareholders or not otherwise related to the meeting agenda, or if a question posed was not otherwise answered, shareholders can contact Investor Relations after the meeting at InvestorRelations@resideo.com. • The Q&A session will be posted to our Investor Relations website investor.resideo.com as soon as practicable following the conclusion of the virtual annual meeting. • Although the live virtual meeting is available only to shareholders at the time of the meeting, a replay of the meeting will be made publicly available on our Investor Relations website at investor.resideo.com after the meeting concludes. 86 | 2024 PROXY STATEMENT 6. What constitutes a “quorum” for the meeting? A quorum is a majority of the outstanding shares that are entitled to vote as of the record date present at the meeting or represented by proxy. A quorum is necessary to conduct business at the annual meeting. Your shares will be counted as present at the annual meeting if you have properly voted by proxy. Abstentions and broker non-votes count as present at the meeting for purposes of determining a quorum. If you vote to abstain on one or more proposals, your shares will be counted as present for purposes of determining the presence of a quorum. 7. What is the voting requirement to approve each of the proposals, and how are votes counted? At the close of business on April 8, 2024, the record date for the meeting, Resideo had 146,015,214 outstanding shares of common stock. Each share of common stock outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. Resideo is incorporated in the State of Delaware. As a result, the Delaware General Corporation Law (the “DGCL”) and the NYSE listing standards govern the voting standards applicable to actions taken by our shareholders. Under our By-Laws, when a quorum is present, in all matters other than the election of directors and frequency of future advisory votes approving the compensation of our NEOs, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the Company’s shareholders. Under the DGCL and our By-Laws, shares that abstain constitute shares that are present and entitled to vote. Shares abstaining have the practical effect of being voted “against” the matter, other than in the election of directors. With respect to the election of directors, Proposal 1, in order to be elected, each nominee must receive the affirmative vote of a majority of the votes cast at the meeting in respect of his or her election. Broker non-votes and abstentions will have no impact, as they are not counted as votes cast for this purpose. 2024 PROXY STATEMENT | 87 A description of the voting requirements and related effect of abstentions and broker non-votes on each item for shareholder proposal is as follows: VOTING OPTIONS BOARD RECOMMENDATION Proposal 1—Election of Directors Proposal 2—Advisory Vote to Approve Executive Compensation Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm For, Against or Abstain on each nominee For, Against or Abstain For, Against or Abstain Proposal 4—Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates For, Against or Abstain FOR each nominee FOR FOR FOR Proposal 5—Shareholder Proposal Regarding Excessive Severance Pay AGAINST For, Against or Abstain EFFECT OF ABSTENTIONS AND BROKER NON-VOTES None. VOTE REQUIRED TO ADOPT THE PROPOSAL Majority of votes cast for such nominee Majority of shares represented at the annual meeting and entitled to vote Majority of shares represented at the annual meeting and entitled to vote Majority of shares represented at the annual meeting and entitled to vote Majority of shares represented at the annual meeting and entitled to vote Abstentions are treated as votes against. Broker non-votes have no effect. Abstentions are treated as votes against. Brokers have discretion to vote on this item. Abstentions are treated as votes against. Broker non-votes have no effect. Abstentions are treated as votes against. Broker non-votes have no effect. 8. Can I change my vote? There are several ways in which you may revoke your proxy or change your voting instructions before the time of voting at the meeting (please note that, in order to be counted, the revocation or change must be received by 11:59 p.m. EDT on June 4, 2024): • Vote again by telephone or at www.proxyvote.com; • Transmit a revised proxy card or voting instruction form that is dated later than the prior one; • Shareholders of record and beneficial owners may vote electronically at the virtual annual meeting; or • Shareholders of record may notify Resideo’s Corporate Secretary in writing that a prior proxy is revoked. 88 | 2024 PROXY STATEMENT The latest-dated, timely, properly completed proxy that you submit, whether by mail, telephone or the internet, will count as your vote. If a vote has been recorded for your shares and you subsequently submit a proxy card that is not properly signed and dated, then the previously recorded vote will stand. 9. Is my vote confidential? Yes. Proxy cards, ballots and voting tabulations that identify shareholders are kept confidential except: • As necessary to meet applicable legal requirements and to assert or defend claims for or against the Company; In the case of a contested proxy solicitation; If a shareholder makes a written comment on the proxy card or otherwise communicates his or her vote to management; or • • • To allow the independent judge of election to certify the results of the vote. Broadridge, the independent proxy tabulator used by Resideo, counts the votes and acts as the inspector of elections for the meeting. 10. How will the voting results be disclosed? We will announce preliminary voting results at the virtual annual meeting and publish them on our website www.resideo.com. Voting results will also be disclosed on a Form 8-K filed with the SEC within four business days after the annual meeting, which will be available on our website. 11. What does it mean if I receive more than one Notice? If you are a shareholder of record, you will receive one Notice (or if you are an employee with a Resideo email address, an email proxy form) for all shares of common stock held in or credited to your accounts as of the record date, if the account names are exactly the same. If your shares are registered differently and are in more than one account, you will receive more than one Notice or email proxy form, and in that case, you can and are urged to vote all of your shares, which will require you to vote more than once. 12. What is “householding”? Shareholders of record who have the same last name and address and who request paper copies of the proxy materials will receive only one copy unless one or more of them notifies us that they wish to receive individual copies. This method of delivery, known as “householding,” will help ensure that shareholder households do not receive multiple copies of the same document, helping to reduce our printing and postage costs, as well as saving natural resources. We will deliver promptly upon written or oral request a separate copy of the 2023 Annual Report and Proxy Statement or Notice of Internet Availability of Proxy Materials, as applicable, to a security holder at a shared address to which a single copy of the document was delivered. Please go to www.proxyvote.com to request a copy. Shareholders of record may request to begin or to discontinue householding in the future by contacting Broadridge, either by calling (866) 540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Shareholders owning their shares through a bank, brokerage firm or other similar organization may request to begin or to discontinue householding by contacting their bank, brokerage firm or other similar organization. 13. Who pays for the solicitation of proxies? Resideo is making this solicitation and will pay the cost of soliciting proxies. Proxies will be solicited on behalf of the Board of Directors by mail, telephone other electronic means. We have retained Innisfree M&A Inc., 501 Madison Avenue, New York, NY 10022, to assist with the solicitation for an estimated fee of $12,500, plus expenses. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their votes. Our employees may also solicit proxies for no additional compensation. 2024 PROXY STATEMENT | 89 14. How do I comment on Company business? You will have the opportunity to comment when you vote using the internet or you may write any comments on the proxy card if you vote by mailing a proxy card. You may also send your comments to us at Resideo Technologies, Investor Relations. Although it is not possible to respond to each shareholder, your comments are appreciated and help us to understand your concerns. Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: 15. When are the 2025 shareholder proposals due? To be considered for inclusion in the Company’s 2025 Proxy Statement, shareholder proposals submitted in accordance with SEC Rule 14a-8 must be received in writing at our principal executive offices no later than December 24, 2024. Address all shareholder proposals to Resideo Technologies, Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary. For any proposal that is not submitted for inclusion in next year’s Proxy Statement, but is instead sought to be presented directly at the 2025 annual meeting, notice of intention to present the proposal, including all information required to be provided by the shareholder in accordance with the Company’s By-Laws, must be received in writing at our principal executive offices by March 7, 2025, and no earlier than February 5, 2025. Address all notices of intention to present proposals at the 2025 annual meeting to Resideo Technologies, Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary. For information on nominating directors for the 2025 annual meeting, please see the information above under “Advance Notice Director Nominations” on page 29 and “Proxy Access Director Nominations” on page 29. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 7, 2025. 16. How may I obtain a copy of Resideo’s 2023 Annual Report on Form 10-K and proxy materials? If you would like to receive paper or e-mail copies of our 2023 Annual Report and the Proxy Statement, free of charge, you may request them by internet at www.proxyvote.com, by telephone at 1-800-579-1639 or by e-mail at sendmaterial@proxyvote.com. You will need your 16-digit control number provided in your proxy materials to request paper copies. Requests for materials relating to the 2024 annual meeting may be made by calling 1-800-579-1639, and must be made by May 23, 2024 to facilitate timely delivery. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, are available free of charge on our Investor Relations website at investor.resideo.com. 17. How do I contact the Company or the Board of Directors? Our Investor Relations department is the primary point of contact for shareholder interaction with Resideo. Shareholders can contact our Investor Relations department by email at InvestorRelations@resideo.com, by phone at 512-726-3500, or by writing to Resideo Technologies, Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Investor Relations. Shareholders, as well as other interested parties, may communicate directly with the Chairman of the Board, the non-employee directors as a group, or individual directors by writing to Resideo Technologies, Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary. Our Corporate Secretary reviews and promptly forwards communications to the directors as appropriate. Communication involving substantive accounting or auditing matters are forwarded to the Chair of the Audit Committee. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded such as junk mail and job mass mailings; product complaints and product inquiries and resumes; advertisements or solicitations; surveys; spam and overly hostile, threatening, potentially illegal or similarly unsuitable communications. inquiries; new product or technology suggestions; 90 | 2024 PROXY STATEMENT 18. Can other business in addition to the items listed on the agenda be transacted at the meeting? The Company knows of no other business to be presented for consideration at the meeting. If other matters are properly presented at the meeting, the persons designated as authorized proxies on your proxy card may vote on such matters at their discretion. By Order of the Board of Directors, Jeannine Lane Executive Vice President, General Counsel and Corporate Secretary April 23, 2024 2024 PROXY STATEMENT | 91 [THIS PAGE INTENTIONALLY LEFT BLANK] AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN OF RESIDEO TECHNOLOGIES, INC. AND ITS AFFILIATES ARTICLE I ESTABLISHMENT AND PURPOSE APPENDIX A 1.1 Purpose. The purpose of this Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (as amended and restated, the “Plan”) is to enable the Company to achieve superior financial performance, as reflected in the performance of its Common Stock and other key financial or operating indicators by (a) providing incentives and rewards to certain Employees and Other Service Providers who are in a position to contribute materially to the success and long-term objectives of the Company, (b) aiding in the recruitment and retention of Employees and Other Service Providers of exceptional ability, (c) providing Employees and Other Service Providers an opportunity to acquire or expand equity interests in the Company, and (d) promoting the growth and success of the Company’s business by aligning the financial interests of Employees and Other Service Providers with that of the other stockholders of the Company. Towards these objectives, the Plan provides for the grant of Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock, Other Stock-Based Awards and Cash-Based Awards. 1.2 Original Plan; Effective Date. The original 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Original Plan”) was effective as of the effective date of the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission in connection with the distribution of its Shares by Honeywell Inc. (the “Effective Date”). The Board has from time to time adopted amendments and restatements of the Plan, including an amendment restatement adopted on December 21, 2018 (the “Initial Restatement Date ) and April 12, 2023 (the “Second Restatement Date”). The Board adopted this further amendment and restatement of the Plan on April 15, 2024, subject to stockholder approval, which date of stockholder approval is referred to as the “Restatement Date.” References contained herein to the “Plan” shall refer to the Original Plan, as amended and restated hereby, effective the Restatement Date. International ARTICLE II DEFINITIONS For purposes of the Plan, the following terms have the following meanings: 2.1 “1933 Act” means the Securities Act of 1933, as amended, and the regulations and interpretations thereunder. 2.2 “Affiliate” means (a) any subsidiary of the Company of which at least 50 percent of the aggregate outstanding voting common stock or capital stock is owned directly or indirectly by the Company, (b) any other parent of a subsidiary described in clause (a), or (c) any other entity in which the Company has a substantial ownership interest and which has been designated as an Affiliate by the Committee in its sole discretion. 2.3 “Award” means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to any terms and conditions that the Committee may establish and set forth in the applicable Award Agreement. Awards granted under the Plan may consist of: (a) “Stock Options” awarded pursuant to Section 4.3; (b) “Stock Appreciation Rights” awarded pursuant to Section 4.3; (c) “Restricted Stock Units” awarded pursuant to Section 4.4; (d) “Restricted Stock” awarded pursuant to Section 4.4; (e) “Other Stock-Based Awards” awarded pursuant to Section 4.5; and (f) “Cash-Based Awards” awarded pursuant to Section 4.6. 2.4 “Award Agreement” means the document issued, either in writing or an electronic medium, to a Participant evidencing the grant of an Award and that sets out the terms and conditions of such Award. 2.5 “Board” means the Board of Directors of the Company. 2.6 “Cash-Based Award” means an award issued pursuant to Section 4.6. 2024 PROXY STATEMENT | A-1 2.7 “Cause” has the meaning assigned to such term in any severance plan of the Company or an Affiliate, in each case, that is applicable to such Participant as of immediately prior to the Termination of Service; provided, that if no such agreement exists, or if such term is not defined in such agreement, “Cause” means any of the following: (i) clear evidence of a significant violation of the Company’s Code of Business Conduct; (ii) a fraud committed against the Company; (iii) the misappropriation, embezzlement or reckless or willful destruction of Company property; (iv) the willful failure to perform, or gross negligence in the performance of, duties; (v) the conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised); (vi) the knowing falsification of any records or documents of the Company; (vii) a significant breach of any statutory or common law duty of loyalty to the Company; (viii) intentional and improper conduct significantly prejudicial to the business of the Company; (ix) the failure to cooperate fully in a Company investigation or the failure to be fully truthful when providing evidence or testimony in such investigation; or (x) the violation of Company rules and policies that, based on a single occurrence, might not meet the significance thresholds of (i), (vii) or (viii) above, but that shall, for purposes of such significance thresholds, be deemed to constitute a violation thereof in the event any such violation occurs more than once. Cause shall be determined by the Committee for Reporting Persons or by the Company for all other Participants, in its sole and absolute discretion. 2.8 “Change in Control” means (a) any one person, or more than one person acting as a group (as defined under U.S. Department of Treasury Regulation (“Treasury Regulation”) § 1.409A-3(i)(5)(v)(B)) acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company; or (b) any one person, or more than one person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company; or (c) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or (d) any one person, or more than one person acting as a group (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company and its subsidiaries on a consolidated basis that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company and its subsidiaries on a consolidated basis immediately before such acquisition or acquisitions. For purposes of clause (d), “gross fair market value” means the value of the assets of the Company and its subsidiaries on a consolidated basis, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The foregoing clauses (a) through (d) shall be interpreted in a manner that is consistent with the Treasury Regulations promulgated pursuant to Section 409A of the Code so that all, and only, such transactions or events that could qualify as a “change in control event” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(i) shall be deemed to be a Change in Control for purposes of this Plan. 2.9 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder. 2.10 “Committee” means the compensation committee of the Board or any successor committee or subcommittee of the Board or other committee or subcommittee designated by the Board, which committee or subcommittee is comprised solely of two or more persons who are Non-Employee Directors within the meaning of Rule 16b-3(b)(3) under the Exchange Act. 2.11 “Common Stock” means the common stock of the Company. 2.12 “Company” means Resideo Technologies, Inc. and its successors. 2.13 “Disabled” and “Disability,” with respect to a Participant, have the meanings assigned to such terms under the long-term disability plan maintained by the Company or an Affiliate in which such Participant is covered at the time the determination is made, and if there is no such plan, mean the permanent inability as a result of accident or sickness to perform any and every duty pertaining to such Participant’s occupation or employment for which the Participant is suited by reason of the Participant’s previous training, education and experience; provided, that, to the extent an Award subject to Section 409A of the Code shall become payable upon a Participant’s Disability, a Disability shall not be deemed to have occurred for such purposes unless the circumstances would also result in a “disability” within the meaning of Section 409A of the Code, unless otherwise provided in an Award Agreement. A-2 | 2024 PROXY STATEMENT 2.14 “Dividend Equivalent” means an Award entitling the grantee to an amount equal to the cash dividend or the Fair Market Value of the stock dividend that would be paid on each Share underlying an Award if the Share were duly issued and outstanding on the date on which the dividend is payable. 2.15 “Employee” means any individual who performs services as an employee of the Company or an Affiliate. 2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations and interpretations thereunder. 2.17 “Executive Level Employee” means any individual who is designated as an officer of the Company by the Board, whether or not that individual is in a direct reporting relationship to the Company’s Chief Executive Officer. 2.18 “Exercise Price” means the price of a Share, as fixed by the Committee, that may be purchased under a Stock Option or with respect to which the amount of any payment pursuant to a Stock Appreciation Right is determined. 2.19 “Fair Market Value” means, except as otherwise provided in the applicable Award Agreement, (a) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (b) with respect to Shares, as of any date, (i) the average (mean) of the highest and lowest sales prices of a Share, as reported on the New York Stock Exchange (or any other reporting system selected by the Committee, in its sole discretion) on the date as of which the determination is being made or, if no sale of Shares is reported on this date, on the most recent preceding day on which there were sales of Shares reported or (ii) in the event there shall be no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Committee. 2.20 “Good Reason” has the meaning assigned to such term in any written individual agreement between the Company or an Affiliate and the Participant in which such term is defined and in the absence of any such written agreement, has the meaning assigned to such term in any severance plan of the Company or an Affiliate, in each case, that is applicable to such Participant, in each case, as of immediately prior to the Change in Control (but assuming that a Change in Control has occurred for purposes of such agreement or plan); provided, that if no such agreement exists, or if such term is not defined in such agreement, “Good Reason” means, without the Participant’s consent, (a) a material reduction in the Participant’s base salary and, as to a Participant who is an Executive Level Employee, annual target bonus in effect immediately prior to the Change in Control (other than a reduction that is generally applicable to all salaried and non-union hourly employees of the Company); (b) the permanent elimination of the Participant’s position, not including a transfer pursuant to the sale of a facility or line of business, provided the Participant is offered substantially comparable employment with the successor employer; (c) in the case of a Participant who is an Executive Level Employee, a material adverse change to the Participant’s position, function, responsibilities or reporting level, or in the standard of performance required of the Participant, as determined immediately prior to a Change in Control; (d) a material change in the geographic location at which the Participant must perform his or her services from the location the Participant was required to perform such services immediately prior to a Change in Control; or (e) an action by the Company that under applicable law constitutes constructive discharge. Notwithstanding the foregoing, Good Reason shall not be deemed to have occurred unless the Participant provides written notice to the Company identifying the event or omission constituting the reason for a Good Reason termination within ninety (90) days following the first occurrence of such event or omission. Within thirty (30) days after such notice has been provided to the Company, the Company shall have the opportunity, but shall have no obligation, to cure such event or conditions that give rise to a Good Reason termination. If the Company fails to cure the events or conditions giving rise to a Participant’s Good Reason termination by the end of the thirty (30) day cure period, the Participant’s employment shall be terminated effective as of the expiration of such thirty (30) day cure period unless the Participant has withdrawn such Good Reason termination notice. 2.21 “Incentive Stock Option” means a Stock Option granted under Section 4.3 of the Plan that meets the requirements of Section 422 of the Code and is designated in the Award Agreement to be an Incentive Stock Option. 2024 PROXY STATEMENT | A-3 2.22 “Non-Employee Director” means any member of the Board, elected or appointed, who is not an Employee. An individual who is elected to the Board at a meeting of the stockholders of the Company shall be deemed to be a member of the Board as of the date of the meeting. 2.23 “Nonqualified Stock Option” means any Stock Option granted under Section 4.3 of the Plan that is not an Incentive Stock Option. 2.24 “Other Service Provider” means an individual providing services to the Company as an independent contractor or consultant and who is not an Employee or a Non-Employee Director. 2.25 “Other Stock-Based Award” means an Award granted under Section 4.5 and denominated in Shares. 2.26 “Participant” means an Employee or Other Service Provider who has been granted an Award under the Plan. 2.27 “Reporting Person” means an Employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act. 2.28 “Restricted Stock” means Shares issued pursuant to Section 4.4 that are subject to any restrictions that the Committee, in its discretion, may impose. 2.29 “Restricted Stock Unit” means a right granted under Section 4.4 to acquire Shares or an equivalent amount in cash that is subject to any restrictions that the Committee, in its discretion, may impose. 2.30 “Retirement” means, except as otherwise determined by the Committee or as required by local law applicable to a Participant, the Termination of Service on or after attainment of age 55 with 10 years of service with the Company and its Affiliates, other than on account of an involuntary Termination of Service for Cause, provided however, that the Participant has advised the Company’s corporate secretary in writing no less than six (6) months prior to such Retirement that he or she is considering retirement. For purposes of this Section, “years of service” is determined using the Participant’s most-recent adjusted service date, as reflected at the Participant’s Termination of Service in the Company’s records. Notwithstanding any provision to the contrary in this Plan or any Award Agreement, any continued or extended vesting and/or exercise period that would otherwise be available upon a Participant’s Retirement under an Award granted on or after the Initial Restatement Date shall not apply to any such Awards granted to any Participant resident in any country where a continued or extended vesting and/or exercise period due to Retirement would violate age discrimination rules and regulations. 2.31 “Share” means a share of Common Stock. 2.32 “Stock Appreciation Right” means a right granted under Section 4.3 to an amount in cash or a number of Shares with a Fair Market Value equal to the excess of the Fair Market Value of the Shares on the date on which the Stock Appreciation Right is exercised over the applicable Exercise Price (with any fractional Shares treated in accordance with Section 5.5). 2.33 “Stock Option” means a right granted under Section 4.3 to purchase from the Company a stated number of Shares at the applicable Exercise Price. Stock Options awarded under the Plan may be in the form of Incentive Stock Options or Nonqualified Stock Options. 2.34 “Termination of Service” means the date of cessation of a Participant’s provision of services to the Company and its Affiliates for any reason, with or without Cause, as determined by the Company; provided, that a Participant will be deemed to have incurred a Termination of Service on the date that such Participant provides notice of termination to the Company and its Affiliates. Except as otherwise provided in an Award Agreement, (a) termination of service shall be determined without regard to any statutory or contractual notice periods for termination of employment, dismissal, redundancy, and similar events, and (b) if an Employee’s employment is terminated under circumstances that entitle the Employee to severance benefits pursuant to any applicable severance plan of the Company or an Affiliate in which the Employee participates, the Employee’s employment relationship with the Company and its Affiliates shall cease on the day prior to the date that severance benefits become payable under the terms of the applicable severance plan without regard to any delay in payment required by Section 409A of the Code. Notwithstanding the foregoing, (x) if an Affiliate ceases to be A-4 | 2024 PROXY STATEMENT an Affiliate while an Award granted to a Participant who provides services to such Affiliate is outstanding, the Committee may, in its discretion, deem such Participant to have a Termination of Service on the date the Affiliate ceases to be an Affiliate or on a later date specified by the Committee; (y) the Committee shall make any determination described in clause (x) before or not more than a reasonable period after the date the Affiliate ceases to be an Affiliate; and (z) each such Participant’s Termination of Service shall be treated as an involuntary termination not for Cause. For purposes of clarification, any non-qualified deferred compensation (within the meaning of Section 409A of the Code) payable to the Participant upon a Termination of Service pursuant to the terms and conditions of this Plan shall be paid to the Participant upon a “separation from service” as determined in accordance with Section 409A of the Code without the imposition of additional taxes or penalties. ARTICLE III ADMINISTRATION 3.1 The Committee. The Plan shall be administered by the Committee. 3.2 Authority of the Committee. The Committee shall have authority, in its sole and absolute discretion and subject to the terms of the Plan, to (a) interpret the Plan; (b) prescribe the rules and regulations that it deems necessary for the proper operation and administration of the Plan, and amend or rescind any existing rules or regulations relating to the Plan; (c) select Employees and Other Service Providers to receive Awards under the Plan; (d) determine the form of Awards, the number of Shares subject to each Award, all the terms and conditions of an Award including, without limitation, the conditions on exercise or vesting, the designation of Stock Options as Incentive Stock Options or Nonqualified Stock Options and the terms of Award Agreements; (e) determine whether Awards shall be granted singly, in combination or in tandem; (f) establish and administer performance criteria in respect of any Awards that are subject to performance-based vesting or settlement; (g) waive or amend any terms, conditions, restrictions or limitations on an Award, except that the prohibition on the repricing of Stock Options and Stock Appreciation Rights, as described in Section 4.3(g), may not be waived; (h) in accordance with Article V, make any adjustments to the Plan (including but not limited to adjustment of the number of Shares available under the Plan or any Award) and any Award granted under the Plan that may be appropriate; (i) provide for the deferred payment of Awards and the extent to which payment shall be credited with Dividend Equivalents; (j) determine whether Awards may be transferable to family members, a family trust, a family partnership or otherwise; (k) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property; (l) interpret, administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan and any instrument or agreement relating to (including any Award Agreement), or Award made under, the Plan; (m) waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any Award; (n) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards if the requirements of Section 4.8 are met, or in accordance with Section 5.4; (o) establish any provisions that the Committee may determine to be necessary in order to implement and administer the Plan in foreign countries; and (p) take any and all other actions it deems necessary or advisable for the proper operation or administration of the Plan. 3.3 Effect of Determinations. All determinations of the Committee shall be final, binding and conclusive on all persons having an interest in the Plan. 3.4 Delegation of Authority. The Committee, in its discretion and consistent with applicable law and regulations, may delegate its authority and duties under the Plan to one or more subcommittees of the Committee or to the Chief Executive Officer of the Company or any other individual or committee as it deems to be advisable, under any conditions and subject to any limitations that the Committee may establish. Only the Committee (or a subset thereof), however, shall have authority to grant and administer Awards to Reporting Persons and any delegate of the Committee. 3.5 Employment of Advisors. The Committee may select and employ attorneys, consultants, accountants and other advisors at the Company’s expense (and may determine the compensation thereof), and the Committee, the Company, and the officers and directors of the Company may rely upon the advice, opinions or valuations of the advisors employed. 2024 PROXY STATEMENT | A-5 3.6 No Liability. No member of the Committee, nor any person acting as a delegate of the Committee with respect to the Plan, shall be liable for any losses resulting from any action taken or omitted to be taken, interpretation or construction made in good faith with respect to the Plan or any Award granted under the Plan. ARTICLE IV AWARDS 4.1 Eligibility. All Employees, and such Other Service Providers as may be designated by the Committee from time to time, are eligible to receive Awards granted under the Plan, except as otherwise provided in this Article IV. 4.2 Form of Awards. Awards shall be in the form determined by the Committee, in its discretion, and shall be evidenced by an Award Agreement. Awards may be granted singly or in combination or in tandem with other Awards. 4.3 Stock Options and Stock Appreciation Rights. The Committee may grant Stock Options and Stock Appreciation Rights under the Plan to those Employees and Other Service Providers whom the Committee may from time to time select, in the amounts and pursuant to the other terms and conditions that the Committee, in its discretion, may determine and set forth in the Award Agreement, subject to the provisions below: (a) Form. Stock Options granted under the Plan shall, at the discretion of the Committee and as set forth in the Award Agreement, be in the form of Incentive Stock Options, Nonqualified Stock Options, or a combination of the two. If an Incentive Stock Option and a Nonqualified Stock Option are granted to the same Participant under the Plan at the same time, the form of each shall be clearly identified, and they shall be deemed to have been granted in separate grants. In no event shall the exercise of one Award affect the right to exercise the other Award. Stock Appreciation Rights may be granted either alone or in connection with concurrently or previously issued Nonqualified Stock Options. (b) Exercise Price. Other than with respect to Stock Options that are assumed, converted or substituted as a result of the acquisition of another company by the Company or an Affiliate or a combination of the Company or an Affiliate with another company, the Committee shall set the Exercise Price of Stock Options or Stock Appreciation Rights granted under the Plan at a price that is equal to or greater than the Fair Market Value of a Share on the date of grant, subject to adjustment as provided in Section 5.3. The Exercise Price of Incentive Stock Options, however, shall be equal to or greater than 110 percent of the Fair Market Value of a Share on the date of grant if the Participant receiving the Stock Options owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of any subsidiary or parent corporation of the Company, as defined in Section 424 of the Code. The Exercise Price of a Stock Appreciation Right granted in tandem with a Stock Option shall be equal to the Exercise Price of the related Stock Option. The Exercise Price of a Stock Option or Stock Appreciation Right shall be set forth in the Award Agreement. (c) Term and Timing of Exercise. Except as otherwise provided in an Award Agreement, Stock Options and Stock Appreciation Rights shall lapse not later than 10 years after the date of grant, as determined by the Committee at the time of grant. Except as otherwise provided in an Award Agreement or other subsequent agreement between a Participant and the Company or an Affiliate, each Stock Option or Stock Appreciation Right granted under the Plan shall be exercisable in whole or in part, subject to the following conditions: (i) The date on which any Award of Stock Options or Stock Appreciation Rights to a Participant vest and may first be exercised shall be set forth in the Award Agreement, which must comply with Section 4.8. (ii) A Stock Appreciation Right granted in tandem with a Stock Option shall be subject to the same terms and conditions as the related Stock Option and shall be exercisable only to the extent that the related Stock Option is exercisable. A-6 | 2024 PROXY STATEMENT (iii) Stock Options and Stock Appreciation Rights shall vest and remain exercisable as follows, subject to Section 5.4: Vesting Exercise Period for Vested Awards Immediate vesting as of death (in the case of Awards made on or after the Initial Restatement Date, including if death occurs during any post- Retirement continued vesting period). Immediate vesting as of Termination of Service due to the incurrence of Disability. Unvested Awards forfeited as of Retirement. Expires earlier of (i) original expiration date, or (ii) 3 years after death (in the case of Awards made on or after the Initial Restatement Date, clause (ii) shall include instances where death occurs during any post-Retirement continued vesting period). Expires earlier of (i) original expiration date, or (ii) 3 years after Termination of Service due to Disability. Expires earlier of (i) original expiration date or (ii) 3 years after Retirement. Unvested Awards continue to vest in accordance with original vesting schedule following Retirement. Expires on the earlier of (i) original expiration date or (ii) 3 years after Retirement. Event Death Disability Retirement (Applicable to Awards granted prior to the Initial Restatement Date) Retirement* (Applicable to Awards granted on or after Initial Restatement Date) Voluntary Termination of Service (other than covered by Retirement) Unvested Awards forfeited as of Termination of Service. Involuntary Termination of Service not for Cause Unvested Awards forfeited as of Termination of Service Expires earlier of (i) original expiration date, or (ii) 30 days after Termination of Service. Expires earlier of (i) original expiration date, or (ii) 1 year after Termination of Service. Involuntary Termination of Service for Cause Unvested Awards forfeited as of Termination of Service Vested Awards immediately cancelled. * Except as otherwise provided in an Award Agreement, if a Participant’s Retirement results in the continued vesting of such Award, as a condition thereof the Participant agrees that for the remainder of any applicable continued vesting period, he or she shall: (x) remain available to provide service to the Company on an as-requested basis (which service, for purposes of compliance with Section 409A of the Code, shall not exceed 20% of the Participant’s pre-Termination of Service level of Service to the Company) and (y) execute, in the discretion of the Company, a non-competition agreement in favor of the Company in the form provided by the Company. (iv) Stock Options and Stock Appreciation Rights of a deceased Participant may be exercised only by the estate of the Participant or by the person given authority to exercise the Stock Options or Stock Appreciation Rights by the Participant’s will or by applicable laws of descent and distribution. If a Stock Option or Stock Appreciation Right is exercised by the executor or administrator of a deceased Participant’s estate, or by the person or persons to whom the Stock Option or Stock Appreciation Right has been transferred by the Participant’s will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver 2024 PROXY STATEMENT | A-7 Shares or cash until the Company is satisfied that the person exercising the Stock Option or Stock Appreciation Right is the duly appointed executor or administrator of the deceased Participant’s estate or the person to whom the Stock Option or Stock Appreciation Right has been transferred by the Participant’s will or by applicable laws of descent and distribution. (d) Payment of Exercise Price. The Exercise Price of a Stock Option must be paid in full when the Stock Option is exercised. Stock certificates shall be registered and delivered only upon receipt of payment. Payment of the Exercise Price may be made in cash or by certified check, bank draft, wire transfer, or postal or express money order. No portion of the Exercise Price of a Stock Option may be paid from the proceeds of a loan of cash from the Company to the Participant. In addition, the Committee may also permit payment of all or a portion of the Exercise Price to be made by any other method, provided, that, for Awards to Reporting Persons, permissible methods shall be set forth in the applicable Award Agreement, including: (i) Delivering a properly executed exercise notice to the Company or its agent, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds with respect to the portion of the Shares to be acquired having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the Exercise Price being so paid; or (ii) Tendering (actually or by attestation) to the Company previously acquired Shares that have been held by the Participant for at least six months, subject to paragraph (d)(v), and that have a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the Exercise Price being so paid; or (iii) Instructing the Company to withhold Shares that would otherwise be issued having a Fair Market Value on the date of exercise equal to the applicable portion of the Exercise Price being so paid (provided such withholding has been expressly authorized by the Committee); or (iv) Any combination of the methods described in paragraphs (i), (ii), and (iii). (v) The Committee, in consideration of applicable accounting standards, may waive any holding to paragraph (d)(ii) or prohibit withholding period on Shares required to tender pursuant pursuant to paragraph (d)(iii). (e) Incentive Stock Options. Incentive Stock Options granted under the Plan shall be subject to the following additional conditions, limitations, and restrictions: (i) Eligibility. Incentive Stock Options may be granted only to Employees of the Company or an Affiliate that is a subsidiary or parent corporation of the Company, within the meaning of Section 424 of the Code. (ii) Timing of Grant. No Incentive Stock Option shall be granted under the Plan after the 10-year anniversary of the Restatement Date. (iii) Amount of Award. The aggregate Fair Market Value as of the date of grant of the Shares with respect first become to which the Incentive Stock Options awarded to any Participant exercisable during any calendar year may not exceed $100,000. For purposes of this $100,000 limit, the Participant’s Incentive Stock Options under this Plan and all other plans maintained by the Company and its Affiliates shall be aggregated. To the extent any Incentive Stock Option would exceed the $100,000 limit, the Incentive Stock Option shall afterwards be treated as a Nonqualified Stock Option for all purposes. (iv) Timing of Exercise. If the Committee exercises its discretion in the Award Agreement to permit an Incentive Stock Option to be exercised by a Participant more than three months after the Participant has ceased being an Employee (or more than 12 months if the Participant is permanently and totally disabled, within the meaning of Section 22(e) of the Incentive Stock Option shall be treated as a Nonqualified Stock Option for all purposes following the date that is three months after the Participant has ceased being an Employee (or 12 months after the Participant is determined to be permanently and totally disabled, within the meaning of Section 22(e) of the Code). For purposes of this paragraph (e)(iv), an Employee’s employment the Code), A-8 | 2024 PROXY STATEMENT relationship shall be treated as continuing intact while the Employee is on military leave, sick leave, or another approved leave of absence if the period of leave does not exceed 90 days, or a longer period to the extent that the Employee’s right to reemployment with the Company or an Affiliate is guaranteed by statute or by contract. Where the period of leave exceeds 90 days and the Employee’s right to reemployment is not guaranteed by statute or contract, the employment relationship shall be deemed to have ceased on the 91st day of the leave. (v) Transfer Restrictions. In no event shall the Committee permit an Incentive Stock Option to be transferred by a Participant other than by will or the applicable laws of descent and distribution, and any Incentive Stock Option awarded under this Plan shall be exercisable only by the Participant during the Participant’s lifetime. (f) Exercise of Stock Appreciation Rights. Upon exercise, Stock Appreciation Rights may be redeemed for cash or Shares or a combination of cash and Shares, in the discretion of the Committee, and as described in the Award Agreement. Cash payments shall be equal to the excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price for each Share for which a Stock Appreciation Rights was exercised. If the Stock Appreciation Right is redeemed for Shares, the Participant shall receive a number of Shares equal to the quotient of the cash payment amount divided by the Fair Market Value of a Share on the date of exercise (with any fractional Shares to be treated in accordance with Section 5.5). (g) Certain Prohibitions. The following terms or actions shall not be permitted with respect to any Award of Stock Options or Stock Appreciation Rights: (i) No Repricing. Except as otherwise provided in Section 5.3, in no event shall the Committee decrease the Exercise Price of a Stock Option or Stock Appreciation Right after the date of grant, or cancel outstanding Stock Options or Stock Appreciation Rights and grant replacement Stock Options or Stock Appreciation Rights with a lower Exercise Price than that of the replaced Stock Options or Stock Appreciation Rights or other Awards, or purchase underwater Stock Options from a Participant for cash or replacement Awards without first obtaining the approval of the Company’s stockholders in a manner that complies with the rules of the New York Stock Exchange. (ii) No Dividends or Dividend Equivalents. The Committee shall not provide for the payment of Dividends or Dividend Equivalents with respect to Stock Options or Stock Appreciation Rights. (iii) No Reload Options. The Committee shall not grant Stock Options or Stock Appreciation Rights that have reload features under which the exercise of a Stock Option or Stock Appreciation Right by a Participant automatically entitles the Participant to a new Stock Option or Stock Appreciation Right. (iv) No Additional Deferral Features. The Committee shall not grant Stock Options or Stock Appreciation Rights that have “additional deferral features” as described in Section 409A of the Code, thereby subjecting the Stock Option or Stock Appreciation Right to the requirements of Section 409A. 4.4 Restricted Stock Units and Restricted Stock. The Committee may grant Restricted Stock Units and Restricted Stock under the Plan to those Employees and Other Service Providers whom the Committee may from time to time select, in the amounts and pursuant to the terms and conditions that the Committee, in its discretion, may determine and set forth in the Award Agreement, subject to the provisions below: (a) Grant of Restricted Stock Units. The Committee may grant Restricted Stock Units to any Employee or Other Service Provider, which are denominated in, valued in whole or in part by reference to, or otherwise related to, Shares. The Committee shall determine, the terms and conditions that apply to Restricted Stock Units granted pursuant to this Section 4.4, including whether and how Dividend Equivalents shall be credited with respect to any Award. The terms and conditions of the Restricted Stock Units shall be set forth in the applicable Award Agreement. in its discretion, (b) Grant of Restricted Stock. As soon as practicable after Restricted Stock has been granted, certificates for all Shares of Restricted Stock shall be registered in the name of the Participant and held for the Participant by the Company. The Participant shall have all rights of a stockholder with 2024 PROXY STATEMENT | A-9 respect to the Shares, including the right to vote and to receive dividends or other distributions, except that the Shares may be subject to a vesting schedule and forfeiture, must comply with Section 4.8 and, except as otherwise provided in Section 7.1, may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed until the restrictions are satisfied or lapse. (c) Dividends and Dividend Equivalents. Any dividends or Dividend Equivalents that are paid with respect to Shares or Restricted Stock will be subject to the same vesting restrictions as the Shares to which such dividends or distributions relate. Any dividends, Dividend Equivalents or distributions that are paid with respect to Restricted Stock Units will be subject to the same vesting restrictions as the Shares to which such dividends or distributions relate. Dividends and Dividend Equivalents to performance-based vesting related to Restricted Stock and Restricted Stock Units subject conditions will be subject to the same terms and conditions, including vesting conditions and the achievement of any applicable performance goals, as the original Award. Subject to the vesting restrictions above, the terms of any Dividend Equivalents will be as set forth in the applicable Agreement, including the time and form of payment and whether such Dividend Equivalents will be credited with interest or deemed to be reinvested in additional units or Share equivalents. The Committee may, in its discretion, provide in an Agreement for restrictions on dividends and Dividend Equivalents in addition to those specified in this Section 4.4(c). (d) Vesting and Forfeiture. The Committee may, in its discretion and as set impose any restrictions on Restricted Stock Units and/or forth in the Award Agreement, related Dividend Equivalents or Restricted Stock that it deems to be appropriate, including conditioning the vesting or settlement of all or part of any such Awards on the achievement or satisfaction of performance criteria (any such Award, a “Performance Stock Unit” or “Performance Restricted Stock”), which must comply with Section 4.8. Except as otherwise provided in an Award Agreement or other subsequent agreement between a Participant and the Company or an Affiliate, the Restricted Stock Units, related Dividend Equivalents and Restricted Stock granted to Participants shall be subject to the following restrictions: their (i) Vesting and Forfeiture. Subject to Section 5.4, if the restrictions have not lapsed or been satisfied as of the Participant’s Termination of Service, the Restricted Stock Units or Restricted Stock shall be forfeited by the Participant if the termination is for any reason other than death, Disability or, if the Restricted Stock Unit or Restricted Stock Award is granted on or after the Initial Restatement Date, Retirement. (ii) Death or Disability. Except for Restricted Stock Units and Restricted Stock granted subject to performance-based vesting conditions, all restrictions on Restricted Stock Units and any related Dividend Equivalents or Restricted Stock granted pursuant to this Section 4.4 shall lapse upon the Participant’s death or Termination of Service due to Disability. (iii) Retirement. Restricted Stock Units and Restricted Stock granted on or after the Initial Restatement Date are subject to the following provisions: i. Except for Restricted Stock Units and Restricted Stock granted subject to performance- based vesting conditions, upon a Participant’s Retirement, all restrictions on Restricted Stock Units and any related Dividend Equivalents or Restricted Stock granted pursuant to this Section 4.4 shall lapse in accordance with the original vesting schedule of the Award, subject to the immediate lapse of all restrictions upon a Participant’s death. ii. With respect to Restricted Stock Units and Restricted Stock granted subject to performance- based vesting conditions, upon a Participant’s Retirement, all restrictions will lapse on a pro rata portion of the Restricted Stock Units and any related Dividend Equivalents or Restricted Stock granted pursuant to this Section 4.4 that would otherwise have been determined by the Committee to have been earned as of the end of the applicable performance period if the Participant’s service had continued, with such pro rata portion determined by dividing the number of days between the first day of the performance period and the Retirement date, by the number of days in the applicable performance period. iii. Except as otherwise provided in an Award Agreement, if a Participant’s Retirement results in an Award’s continued vesting or pro rata vesting based on the Company’s actual levels A-10 | 2024 PROXY STATEMENT of achievement of period, as a condition thereof applicable continued vesting period or actual performance period, he or she shall: the applicable performance metrics at the end of the performance for the remainder of any the Participant agrees that (x) remain available to provide service to the Company on an as-requested basis (which service, for purposes of compliance with Section 409A of the Code, shall not exceed 20% the Participant’s pre-Termination of Service level of Service to the Company) and of (y) execute, in the discretion of the Company, a non-competition agreement in favor of the Company in the form provided by the Company. (iv) Legend. To enforce any restrictions that the Committee may impose on Restricted Stock, the Committee shall cause a legend referring to the restrictions to be placed on all certificates for Shares of Restricted Stock. When restrictions lapse or are satisfied, a new certificate, without the legend, for the number of Shares with respect to which restrictions have lapsed or been satisfied shall be issued and delivered to the Participant. (e) Redemption of Restricted Stock Units. Restricted Stock Units may be redeemed for cash or whole Shares, or a combination of cash and whole Shares, in the discretion of the Committee, when the restrictions lapse and any other conditions set forth in the Award Agreement have been satisfied; provided, that with respect to any Restricted Stock Units subject to Section 409A of the Code such redemption shall occur in a manner that complies with Section 409A of the Code. Each Restricted Stock Unit may be redeemed for one Share or an amount in cash equal to the Fair Market Value of a Share as of the date on which the Restricted Stock Unit vests. (f) Deferred Units. Subject to Section 7.14 and to the extent determined by the Committee, Participants may be permitted to request the deferral of payment of vested Restricted Stock Units (including the value of related Dividend Equivalents) to a date later than the payment date specified in the Award Agreement, provided, that any such election be made in accordance with Section 409A of the Code. The Committee shall determine any terms and conditions on deferral. 4.5 Other Stock-Based Awards. The Committee may, from time to time, grant Awards (other than Stock Options, Stock Appreciation Rights, Restricted Stock Units or Restricted Stock) to any Employee or Other Service Provider that consist of, or are denominated in, payable in, valued in whole or in part by reference to, or otherwise related to, Shares. These Awards may include, among other things, phantom or hypothetical Shares. The Committee shall determine, in its discretion and subject to Section 7.14, the terms and conditions that will apply to Other Stock-Based Awards granted pursuant to this Section 4.5, including whether Dividend Equivalents will be credited with respect to any such Award in the event of a payment of dividends on Common Stock, and whether such Awards will be settled in cash or whole Shares, or a combination of cash and whole Shares, when the restrictions lapse and any other conditions set forth in the Award Agreement have been satisfied. The terms and conditions of Other Stock-Based Awards shall be set forth in the applicable Award Agreement and except as otherwise provided in an Award Agreement or other subsequent agreement between a Participant and the Company or an Affiliate, the Other Stock-Based Awards granted to Participants shall be subject to the following restrictions and must comply with Section 4.8: (a) Vesting. Subject to Section 5.4, if the restrictions on Other Stock-Based Awards have not lapsed or been satisfied as of the Participant’s Termination of Service, the Shares shall be forfeited by the Participant if the termination is for any reason other than death, Disability or, if the Other Stock- Based Award is granted on or after the Initial Restatement Date, Retirement. (b) Death or Disability. Except for Other Stock-Based Awards granted subject to performance-based vesting conditions, restrictions on Other Stock-Based Awards and any related Dividend Equivalents granted pursuant to this Section 4.5 shall lapse upon the Participant’s death or Termination of Service due to Disability. (c) Retirement. Other Stock-Based Awards granted on or after the Initial Restatement Date are subject to the following provisions: (i) Except to performance-based vesting conditions, upon a Participant’s Retirement, all restrictions on Other Stock-Based Awards for Other Stock-Based Awards granted subject 2024 PROXY STATEMENT | A-11 and any related Dividend Equivalents granted pursuant to this Section 4.5 shall lapse in accordance with the original vesting schedule of the Award, subject to the immediate lapse of all restrictions upon a Participant’s death. (ii) With respect to Other Stock-Based Awards granted subject to performance-based vesting conditions, upon a Participant’s Retirement, all restrictions will lapse on a pro rata portion of the Other Stock-Based Awards and any related Dividend Equivalents granted pursuant to this Section 4.5 that would otherwise have been determined by the Committee to have been earned as of the end of the applicable performance period if the Participant’s service had continued, with such pro rata portion determined by dividing the number of days between the first day of the performance period and the Retirement date, by the number of days in the applicable performance period. (iii) Except as otherwise provided in an Award Agreement, if a Participant’s Retirement results in an Award’s continued vesting or pro rata vesting based on the Company’s actual levels the applicable performance metrics at the end of the performance of achievement of period, as a condition thereof for the remainder of any applicable continued vesting period or actual performance period, he or she shall: (x) remain available to provide service to the Company on an as-requested basis (which service, for purposes of compliance with Section 409A of the Code, shall not exceed 20% of the Participant’s pre-Termination of Service level of Service to the Company) and (y) execute, in the discretion of the Company, a non-competition agreement in favor of the Company in the form provided by the Company. the Participant agrees that (d) Dividends and Dividend Equivalents. Any dividends, Dividend Equivalents or distributions that are paid with respect to Other Stock-Based Awards will be subject to the same vesting restrictions as the Shares to which such dividends or distributions relate. Dividends and Dividend Equivalents related to Other Stock-Based Awards subject to performance- based vesting conditions will be subject to the same terms and conditions, including vesting conditions and the achievement of any applicable performance goals, as the original Award. Subject to the vesting restrictions above, the terms of any Dividend Equivalents will be as set forth in the applicable Agreement, including the time and form of payment and whether such Dividend Equivalents will be credited with interest or deemed to be reinvested in additional units or Share equivalents. The Committee may, in its discretion, provide in an Agreement for restrictions on dividends and Dividend Equivalents in addition to those specified in this Section 4.5(d). 4.6 Cash-Based Awards. The Committee may, from time to time, grant Awards to any Employee or Other Service Provider that are designated as Cash-Based Awards, with the expectation that these Awards will be settled in cash, however, such Cash-Based Awards may be settled in cash or whole Shares or a combination of cash and whole Shares, as determined by the Committee. The value of these Awards may be based in whole or in part or by reference to, or otherwise related to, Shares, and may be granted subject to the achievement of one or more performance goals as determined by the Committee from time to time. The Committee shall determine, in its discretion and subject to Section 7.14, the terms and conditions that will apply to Cash-Based Awards granted pursuant to this Section 4.6. The terms and conditions of Cash-Based Awards shall be set forth in the applicable Award Agreement and except as otherwise provided in an Award Agreement or other subsequent the Cash-Based Awards granted to agreement between a Participant and the Company or an Affiliate, Participants shall be subject to the following restrictions: (a) Vesting. Subject to Section 5.4, if the restrictions on Cash-Based Awards have not lapsed or been satisfied as of the Participant’s Termination of Service, the Cash-Based Awards shall be forfeited by the Participant if the termination is for any reason other than death, Disability or, if the Cash-Based Award is granted on or after the Initial Restatement Date, Retirement. (b) Death or Disability. Except for Cash-Based Awards granted subject to performance-based vesting conditions, restrictions on Cash-Based Awards and any related Dividend Equivalents granted pursuant to this Section 4.6 shall lapse upon the Participant’s death or Termination of Service due to Disability. A-12 | 2024 PROXY STATEMENT (c) Retirement. Cash-Based Awards granted on or after the Initial Restatement Date are subject to the following provisions: (i) Except for Cash-Based Awards granted subject to performance-based vesting conditions, upon a Participant’s Retirement, all restrictions on Cash-Based Awards and any related Dividend Equivalents granted pursuant to this Section 4.5 shall lapse in accordance with the original vesting schedule of the Award, subject to the immediate lapse of all restrictions upon a Participant’s death. (ii) With respect to Cash-Based Awards granted subject to performance-based vesting conditions, upon a Participant’s Retirement, all restrictions will lapse on a pro rata portion of the Cash-Based Awards and any related Dividend Equivalents granted pursuant to this Section 4.5 that would otherwise have been determined by the Committee to have been earned as of the end of the applicable performance period if the Participant’s service had continued, with such pro rata portion determined by dividing the number of days between the first day of the performance period and the Retirement date, by the number of days in the applicable performance period. (iii) Except as otherwise provided in an Award Agreement, if a Participant’s Retirement results in an Award’s continued vesting or pro rata vesting based on the Company’s actual levels the applicable performance metrics at the end of the performance of achievement of period, as a condition thereof for the remainder of any applicable continued vesting period or actual performance period, he or she shall: (x) remain available to provide service to the Company on an as-requested basis (which service, for purposes of compliance with Section 409A of the Code, shall not exceed 20% of the Participant’s pre-Termination of Service level of Service to the Company) and (y) execute, in the discretion of the Company, a non-competition agreement in favor of the Company in the form provided by the Company. the Participant agrees that 4.7 Termination for Cause. If a Participant incurs a Termination of Service for Cause, then all outstanding Awards shall immediately be cancelled, except as otherwise provided in an Award Agreement. 4.8 Minimum Vesting Requirements. Notwithstanding any other provision of the Plan, no portion of an Award granted on or after the Second Restatement Date may vest before the first anniversary of the date of grant, and with respect to Awards whose grant or vesting is subject to the satisfaction of performance goals over a performance period, each Award shall be subject to a performance period of not less than one year. The foregoing minimum vesting and performance periods will not, however, apply in connection with: (i) accelerated vesting in the event of death or Disability, (ii) Awards made in payment or exchange for other compensation already earned and payable, (iii) Awards granted in connection with assumption or substitution of awards as part of a transaction as contemplated under Section 5.2(a)(iii) that does not reduce the vesting period of the award being replaced, and (iv) accelerated vesting as contemplated under Section 5.4; provided, however, that the Company may grant Awards with respect to up to five percent (5%) of the number of Shares reserved under Section 5.1 as of the Restatement Date without regard to the minimum vesting period set forth in this Section 4.8. ARTICLE V SHARES SUBJECT TO THE PLAN; ADJUSTMENTS 5.1 Shares Available. The Shares issuable under the Plan shall be authorized but unissued Shares or Shares held in the Company’s treasury. The total number of Shares with respect to which Awards may be issued under the Plan may equal but may not exceed 22,000,000, subject to adjustment in accordance with Section 5.3; provided, however, that from the aggregate limit, no more than 7,500,000 Shares may be available for grant in the form of Incentive Stock Options. 5.2 Counting Rules. (a) The following Shares related to Awards to be issued under this Plan shall not count against the limits set forth in Section 5.1: (i) Shares related to Awards paid in cash; and 2024 PROXY STATEMENT | A-13 (ii) Shares related to Awards that expire, are forfeited or cancelled or terminate for any other reason without issuance of Shares; and (iii) Any Shares issued in connection with Awards that are assumed, converted or substituted as a result of the acquisition of another company by the Company or an Affiliate or a combination of the Company or an Affiliate with another company. (b) For purposes of clarity, Shares that are tendered or withheld in payment of all or part of the Exercise Price of an Award or in satisfaction of withholding tax obligations, and Shares that are repurchased with cash proceeds from the payment of the Exercise Price of an Award, shall not be reincluded in or added back to the number of Shares available for issuance under the Plan. Upon the settlement of any Stock Appreciation Right issued under the Plan, the gross number of Shares issued to the Participant will count against the number of Shares available for issuance under the Plan. 5.3 Adjustment Upon Certain Changes. (a) Adjustments. In the event of any change in corporate structure affecting outstanding Shares or the value thereof, including any dividend or distribution (whether in cash, Shares or other property), stock split, reverse stock split, spin-off, recapitalization, merger, reorganization, consolidation, combination or exchange of shares or similar transaction, such adjustments and other substitutions shall be made to the Plan and to outstanding Awards as the Committee, in its sole discretion, deems equitable or appropriate, including such adjustments in (i) the limitations set forth in Section 5.1, including the maximum aggregate number, class and kind of securities that may be delivered under the Plan, and (ii) the number, class, kind and Exercise Price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the full or partial substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company). (b) Other Changes. The Committee may make other adjustments in the terms and conditions of Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 5.3(a)) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits to be made available under the Plan. (c) No Other Rights or Changes. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any Award. Except as expressly provided by this Section 5.3, and without limiting the generality of Section 6.1, no material adverse change may be made to the terms of an Award granted to a Participant as a result of an event described in this Section 5.3 without the consent of the Participant. 5.4 Change in Control. (a) Assumption Upon Change in Control; Accelerated Vesting Upon Certain Termination Events. Unless otherwise provided in the applicable Award Agreement, in the event of a Change in Control, if the successor company assumes or substitutes for an outstanding Award (or in which the Company is the ultimate parent corporation and continues the Award), then such Award shall be continued in accordance with its applicable terms and vesting shall not be accelerated as described in Section 5.4(b). For the purposes of this Section 5.4(a), an Award shall be considered assumed or substituted for if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration A-14 | 2024 PROXY STATEMENT chosen by the holders of a majority of the outstanding shares); provided, however, that if such is not solely common consideration received in the transaction constituting a Change in Control stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Award, for each Share subject thereto, will be solely common stock of the successor company or cash, in each case, substantially equal in fair market value (determined as of the date of the Change in Control) to the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. Notwithstanding the foregoing, in the event of a Participant’s Termination of Service involuntarily without Cause or voluntarily by the Participant for Good Reason in such successor company within two years following such Change in Control, the vesting and exercisability of each Award, whether time-based or performance based, held by such Participant at the time of the Change in Control shall be accelerated as described in Section 5.4(b) at the time of the Termination of Service. to this Notwithstanding the foregoing, no Award shall be assumed or substituted pursuant Section 5.4(a) to the extent such action would cause an Award not otherwise “deferred compensation” within the meaning of Section 409A of the Code to become “deferred compensation” within the meaning of Section 409A of the Code. level of achievement. Notwithstanding any provision of (b) Acceleration of Vesting Upon Change in Control. In the event of a Change in Control after the date of the adoption of the Plan, unless provision is made in connection with the Change in Control for the assumption, substitution or continuation of an outstanding Award in accordance with Section 5.4(a), then the vesting of such Award, whether time-based or performance-based, shall accelerate and all restrictions shall lapse as of immediately prior to the Change in Control, and (i) in the case of an outstanding Stock Option or Stock Appreciation Right, such Award shall be exercisable as of immediately prior to such Change in Control, or (ii) in the case of an Award other than a Stock Option or a Stock Appreciation Right, such Award shall be settled or otherwise paid to the applicable Participant as soon as practicable following such vesting. For purposes of determining the amount of the Award considered vested and paid for performance-based awards under this Section 5.4(b), all performance criteria (i) if the performance period has been completed, shall be deemed achieved at actual levels of achievement determined by the Committee in its sole discretion as of the date of the Change in Control and (ii) otherwise, shall be deemed achieved at the target this Section 5.4(b), unless otherwise provided in the applicable Award Agreement, if any amount payable pursuant to an Award constitutes deferred compensation within the meaning of Section 409A of the Code, in the event of a Change in Control that does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code, such Award (and any other Awards that constitute deferred compensation that vested prior to the date of such Change in Control but are outstanding as of such date) shall vest and cease to be forfeitable but shall not be settled until the earliest permissible payment event under Section 409A of the Code following such Change in Control. Notwithstanding any other provision of the Plan, the Committee, in its discretion, may determine that, upon the occurrence of a Change in Control, (i) each Stock Option and Stock Appreciation Right outstanding shall terminate within a specified number of days after notice to the Participant, and such Participant shall receive, with respect to each vested Share subject to such Stock Option or Stock Appreciation Right, an amount equal to the excess of the fair market value (as determined by the Committee, in its discretion, in a manner that complies with Section 409A of the Code) of such Share immediately prior to the occurrence of such Change in Control over the Exercise Price, as applicable, per Share of such Stock Option and/ or Stock Appreciation Right; such amount to be payable in cash, in one or more kinds of stock or property (including the stock or property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine and (ii) each Stock Option and Stock Appreciation Right outstanding at such time with an Exercise Price per Share that exceeds the fair market value (as determined by the Committee, in its discretion, in a manner that complies with Section 409A of the Code) of such Share immediately prior to the occurrence of such Change in Control shall be canceled for no consideration. 5.5 Fractional Shares. No fractional Shares shall be issued under the Plan, and unless the Committee determines otherwise, an amount in cash equal to the Fair Market Value of any fractional Shares that would 2024 PROXY STATEMENT | A-15 otherwise be issuable shall be paid in lieu of such fractional Shares. The Committee may, in its sole discretion, cancel, terminate, otherwise eliminate or transfer or pay other securities or other property in lieu of issuing any fractional Shares. ARTICLE VI AMENDMENT AND TERMINATION 6.1 Amendment. The Plan may be amended at any time and from time to time by the Board without the approval of stockholders of the Company, except that no revision to the terms of the Plan shall be effective until the amendment is approved by the stockholders of the Company if such approval is required by the rules of the New York Stock Exchange or such amendment materially increases the number of Shares that may be issued under the Plan (other than an increase pursuant to Section 5.3 of the Plan). No amendment of the Plan made without the Participant’s written consent may materially adversely affect any right of a Participant with respect to an outstanding Award unless such amendment is necessary to comply with applicable law. The Plan may not be amended in any manner adverse to the interests of Participants during the two-year period following a Change in Control, unless such amendment is necessary to comply with applicable law. 6.2 Termination. The Plan shall remain in effect until all Shares subject to it are distributed, all Awards the Board the Plan is terminated pursuant have expired or terminated, terminating the Plan, or the tenth anniversary of the Restatement Date, whichever occurs first. to the adoption of a resolution of No Awards shall be granted under the Plan after it has terminated. The termination of the Plan, however, shall not alter or impair any of the rights or obligations of any Participant without such Participant’s written consent under any Award previously granted under the Plan. After the termination of the Plan, any previously granted Awards shall remain in effect and shall continue to be governed by the terms of the Plan and the applicable Award Agreement. ARTICLE VII GENERAL PROVISIONS 7.1 Nontransferability of Awards. No Award under the Plan shall be subject in any manner to alienation, anticipation, sale, assignment, pledge, encumbrance or transfer, and no other persons shall otherwise acquire any rights therein, except as provided below. (a) Any Award may be transferred by will or by the applicable laws of descent or distribution. (b) The Committee may provide in the applicable Award Agreement that all or any part of an Award (other than an Incentive Stock Option) may, subject to the prior written consent of the Committee, be transferred to one or more of the following classes of donees: a family member; a trust for the benefit of a family member; a limited partnership whose partners are solely family members; or any other legal entity set up for the benefit of family members. For purposes of this Section 7.1(b), a family member means a Participant and/or the Participant’s spouse, children, grandchildren, parents, grandparents, siblings, nieces, nephews and grandnieces and grandnephews, including adopted, in-laws and step family members. (c) Except as otherwise provided in the applicable Award Agreement, any Nonqualified Stock Option or Stock Appreciation Right transferred by a Participant pursuant to Section 7.1(b) may be exercised by the transferee only to the extent that the Award would have been exercisable by the Participant had no transfer occurred. Any transferred Award shall be subject to all of the same terms and conditions as provided in the Plan and in the applicable Award Agreement. The Participant or the Participant’s estate shall remain liable for any withholding tax that may be imposed by any federal, state or local the Award shall be conditioned on the payment of any withholding tax. The Committee may, in its discretion, disallow all or a part of any transfer of an Award pursuant to Section 7.1(b) unless and until the Participant makes arrangements satisfactory to the Committee for the payment of any withholding tax. The Participant must in the form and manner required by the Committee, of any proposed transfer of an Award pursuant to Section 7.1(b). No transfer shall be effective until the Committee consents to the transfer in writing. tax authority, and the transfer of Shares upon exercise of immediately notify the Committee, A-16 | 2024 PROXY STATEMENT (d) Unless otherwise restricted by Company policy for Reporting Persons, Restricted Stock may be freely transferred after the restrictions lapse or are satisfied and the Shares are delivered; provided, however, that Restricted Stock awarded to an affiliate of the Company may be transferred only pursuant to Rule 144 under the 1933 Act, or pursuant to an effective registration for resale under the 1933 Act. For purposes of this Section 7.1(d), “affiliate” shall have the meaning assigned to that term under Rule 144. (e) In no event may a Participant transfer an Incentive Stock Option other than by will or the applicable laws of descent and distribution. 7.2 Withholding of Taxes. (a) Stock Options and Stock Appreciation Rights. Subject to Section 7.2(d), as a condition to the delivery of Shares pursuant to the exercise of a Stock Option or Stock Appreciation Right, the Committee may require that the Participant, at the time of exercise, pay to the Company by cash, certified check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations. The Committee may also, in its discretion, accept payment of the Exercise Price payment methods described in Section 4.3(d). tax withholding obligations through any of (b) Other Awards Payable in Shares. Subject the Company shall satisfy a Participant’s tax withholding obligations arising in connection with the release of restrictions on Restricted Stock Units, Restricted Stock and Other Stock-Based Awards by withholding Shares that would otherwise be available for delivery. The Company may also allow the Participant to satisfy the Participant’s tax withholding obligations by payment to the Company in cash or by certified check, bank draft, wire transfer, or postal or express money order. to Section 7.2(d), (c) Cash Awards. The Company shall satisfy a Participant’s tax withholding obligation arising in connection with the payment of any Award in cash by withholding cash from such payment. (d) Withholding Amount. The Committee, in consideration of applicable accounting standards, has full discretion to either (i) allow Participants to elect, or (ii) otherwise direct as a general rule, to have the Company withhold Shares for taxes at an amount that is not less than the applicable minimum statutory amount and not more than the applicable maximum statutory amount. 7.3 Forfeiture Provisions. (a) The Committee may, in its discretion, provide in an Award Agreement that an Award granted thereunder shall be canceled if the Participant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or for a period after Termination of Service, (i) violates a noncompetition, non-solicitation, non-disclosure, confidentiality, or non-disparagement covenant or agreement, or (ii) otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. The Committee may also provide in an Award Agreement that (iii) a Participant will forfeit any gain realized on the vesting or exercise of such Award if the Participant engages in any activity referred to in the preceding sentence, or (iv) a Participant must repay the gain to the Company realized under a the Participant engages in any activity referred to in the preceding previously paid Award if sentence. Notwithstanding the foregoing, none of the non-disclosure restrictions in this Section 7.3 or in any Award Agreement shall, or shall be interpreted to, impair the Participant from exercising any legally protected whistleblower rights (including under Rule 21F under the Exchange Act). (b) Awards and any compensation associated therewith are subject to forfeiture, recovery by the Company or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, as amended from time to time, which includes but is not limited to any compensation recovery policy adopted by the Board or the Committee including in response to the requirements of Section 10D of the Exchange Act, the SEC’s final rules thereunder, and applicable listing rules or other rules and regulations implementing the foregoing or as otherwise required by law or stock exchange. Any Award Agreement will be automatically unilaterally amended to comply with any such compensation recovery policy. 2024 PROXY STATEMENT | A-17 7.4 Code Section 83(b) Elections. The Company, the Affiliates, and the Committee have no responsibility for a Participant’s election, attempt to elect or failure to elect to include the value of an Award of Restricted Stock or other Award subject to Section 83 of the Code in the Participant’s gross income for the year of grant pursuant to Section 83(b) of the Code. Any Participant who makes an election pursuant to Section 83(b) of the Code shall promptly provide the Committee with a copy of the election form. 7.5 No Implied Rights. The establishment and operation of including the eligibility of a Participant to participate in the Plan, shall not be construed as conferring any legal or other right upon any Participant for the continuation of service through the end of any vesting period or other applicable period. The Company and the Affiliates expressly reserve the right, which may be exercised at any time and in the Company’s or an Affiliate’s sole discretion, to discharge any individual or treat him or her without regard to the effect that discharge might have upon him or her as a Participant in the Plan. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. the Plan, 7.6 No Obligation to Exercise Awards; No Right to Notice of Expiration Date. The grant of a Stock Option or Stock Appreciation Right shall impose no obligation upon the Participant to exercise the Award. The Company, the Affiliates, and the Committee have no obligation to inform a Participant of the date on which a Stock Option or Stock Appreciation Right lapses except in the Award Agreement. 7.7 No Rights as Stockholders. A Participant granted an Award under the Plan shall have no rights as a stockholder of the Company with respect to the Award unless and until certificates for the Shares underlying the Award are registered in the Participant’s name and delivered to the Participant. The right of any Participant to receive an Award by virtue of participation in the Plan shall be no greater than the right of any unsecured general creditor of the Company. 7.8 Indemnification of Committee. The Company shall indemnify, to the fullest extent permitted by law, each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that the person, or the executor or administrator of the person’s estate, is or was a member of the Committee or a delegate of the Committee. 7.9 No Required Segregation of Assets. Neither the Company nor any Affiliate shall be required to segregate any assets that may at any time be represented by Awards granted pursuant to the Plan. 7.10 Nature of Payments. All Awards made pursuant to the Plan are in consideration of services for the incentive Company or an Affiliate. Any gain realized pursuant to Awards under the Plan constitutes a special payment to the Participant and shall not be taken into account as compensation for purposes of any other employee benefit plan of the Company or any Affiliate, except as the employee benefit plan otherwise provides. The adoption of the Plan shall have no effect on Awards made or to be made under any other benefit plan covering an employee of the Company or an Affiliate or any predecessor or successor of the Company or an Affiliate. 7.11 Awards in Foreign Countries. The Committee has the authority to grant Awards to Employees and Other Service Providers who are foreign nationals or employed outside the United States on any different terms and conditions than those specified in the Plan that the Committee, in its discretion, believes to be necessary or desirable to accommodate differences in applicable law, tax policy, or custom, while furthering the purposes of the Plan. The Committee may also approve any supplements to the Plan or alternative versions of the Plan as it believes to be necessary or appropriate for these purposes without altering the terms of the Plan in the Committee may not make any supplemental or effect alternative version that (a) increases limitations contained in Section 4.3(e); (b) increases the number of Shares available under the Plan, as set forth in Section 5.1; (c) causes the Plan to cease to satisfy any conditions under Rule 16b-3 under the Exchange Act or (d) otherwise contains terms that would require approval by the stockholders of the Company under the rules of the New York Stock Exchange. for other Participants; provided, however, that A-18 | 2024 PROXY STATEMENT 7.12 Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the 1933 Act of any Shares to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing Shares pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Shares are traded. The Committee may require, as a condition to the issuance and delivery of certificates evidencing Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee deems necessary or desirable. (b) The exercise of any Award granted hereunder shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Shares are traded. The Company may, in its sole discretion, defer the effectiveness of an exercise of an Award hereunder or the issuance or transfer of Shares pursuant to any Award pending or to ensure compliance under federal or state securities laws. The inform the Participant in writing of its decision to defer the effectiveness of the Company shall exercise of an Award or the issuance or transfer of Shares pursuant to any Award. During the period that the effectiveness of the exercise of an Award has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. 7.13 Governing Law; Severability. The Plan and all determinations made and actions taken under the Plan shall be governed by the internal substantive laws, and not the choice of law rules, of the State of Delaware and construed accordingly, to the extent not superseded by applicable U.S. federal law. If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or unenforceability shall not affect any other parts of the Plan, which shall remain in full force and effect. 7.14 Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, this Plan is intended to comply with the requirements of such Section, and the provisions hereof shall be interpreted in a manner that satisfies the requirements of such Section, and the Plan shall be operated accordingly. If any provision of this Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Any reservation of rights or discretion by the Company or the Committee hereunder affecting the timing of payment of any Award subject to Section 409A of the Code shall only be as broad as is permitted by Section 409A of the Code. 7.15 Payments to Specified Employees. Notwithstanding anything herein or in any Award Agreement to the contrary, if a Participant is a “specified employee” (within the meaning of Section 409A(2)(B) of the Code) as of the date of such Participant’s separation from service (as determined pursuant to Section 409A of the Code), any Awards subject to Section 409A of the Code payable to such Participant as a result of his or her separation from service, shall be paid on the first business day of the first calendar month that begins after the six-month anniversary of the date of the separation from service, or, if earlier, the date of the Participant’s death. 2024 PROXY STATEMENT | A-19 [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK]